REG - Ascent Resources PLC - Final Results and Notice of AGM
02/06/2025 07:00
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RNS Number : 8953K Ascent Resources PLC 02 June 2025
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
2 June
2025
Ascent Resources plc
("Ascent" or the "Company")
Final Results and Notice of AGM
Ascent Resources Plc (LON: AST), the US onshore gas and helium processing and
production focused company, announces its final results for the year ended 31
December 2024 ("Annual Results"). The Annual Results and Notice of Annual
General Meeting ("AGM") are being published to shareholders today and will be
available on the Company's website at www.ascentresources.co.uk/investors/
(http://www.ascentresources.co.uk/investors/) .
The Company's AGM will be held at the offices of Fieldfisher LLP, Riverbank
House, 2 Swan Lane, London EC4R 3TT on Friday, 27 June 2025 at 13:00 and a
copy of the AGM notice will also be posted on the Company's website.
Highlights:
· Entry into U.S. onshore oil and natural gas with helium, in April,
with an initial investment in GNG Partners LLC, the owners of the Lisbon
Valley 60mmscfd name-plate gas processing plant in Utah, USA.
· Entry into U.S. upstream in December via acquisition of 49% direct
interest in oil and gas leases (with helium of up-to c.1%) operated by
American Helium LLC in Utah and Colorado with proven reserves and prospective
resource upside.
· Concluded a distribution to qualifying shareholders, in February, of
a ring-fenced 49% economic interest in the net proceeds the Company may
receive in relation to a successful Energy Charter Treaty (ECT) claim outcome
against the Republic of Slovenia and announcement, in December, of intention
to distribute a further ring-fenced 41% economic interest to qualifying
shareholders which was completed post period under review.
· Insolvency of partially state owned Slovenian joint venture partner
and unilateral termination of the RJOA by the administrator as of their
appointment on 19 January 2024, resulting in the Company no longer having an
interest in the development of the Petišovci field as of the date of the
administrator's appointment.
· Filing of relevant claims in the ensuing insolvency proceedings, with
the Company in December having its conditional claim for c.€3 million
recognised in relation to Ascent's 75% interest in JV plant and property and
claim for c.€2.7 million of revenue owed but not paid, which together
represent c.82% of the total approve insolvency estate.
Corporate
· Raised £555,000 of additional equity in April 2024 and a US$2
million senior secured loan facility, of which a first draw-down of US$1
million was made to fund the investment in GNG Partners LLC.
· Introduced new strategic investor who invested US$1 million in new
equity at a 43% premium to the prevailing share price at the time in September
2024.
· Engagement with shareholders over concept to distribute a portion of
the net proceeds received from a successful ECT claim outcome to qualifying
shareholders on a future record date.
· Board changes with the resignation of Marco Fumagalli and Malcom
Graham-Wood as non-executive directors of the Company and resignation of James
Parsons as Executive Chairman, and the appointment of David Bullion as
non-executive director and Edouard Etienvre as independent non-executive
director of the Company.
Post Balance Sheet Events
· Raised £1.35 million of additional equity in May 2025.
· Conditional acquisition, subject to shareholder approval to issue new
shares, of an initial 10% direct non-operated interest in portfolio of
producing oil and gas leases in northern Utah for total consideration of
US$750,000 which is satisfied by the issue of new shares (subject to
shareholder approval) at the Placing Price. Additionally secured i) Rights to
earn a 50% economic interest in incremental production generated from existing
well bores by investing in well work programs to install artificial lift
technologies and rights to receive a 50% interest in any 640-acre section
subject to the drilling of a new well on the leases; and ii) Option to acquire
a further 23% direct non-operated interest in the leases, on or before 15
October 2025, by paying cash consideration of US$1.5 million.
· Conditional acquisition, subject to shareholder approval to issue new
shares, of a 49% direct non-operated interest in a portfolio of producing oil
and gas leases, with substantial prospective resources, in west Colorado for
total consideration of US$2.5 million, which is satisfied via the issuance of
US$600,000 worth of shares at a price of 0.5p per share (subject to
shareholder approval) and a US$1.9 million convertible loan note with a 3-year
term issued to vendor.
· Resumption of arbitration against Geoenergo (in administration) to
pursue recognition of additional proceeds being registered in the Geoenergo
insolvency proceedings.
· Hearing held over 5 days in Paris in relation to the Company's
significant ECT claim against the Republic of Slovenia.
· Director changes with upcoming retirement of Andrew Dennan as CEO and
Director which will become effective upon the convening of the AGM and
proposed appointment of seasoned US geologist David Patterson as CEO of the
Company post the upcoming AGM (and subject to completion of customary director
on-boarding checks). Jean-Michel Doublet (formerly senior independent
non-executive director of Ascent) has been appointed as interim-chairman.
· Implementation of cost saving initiatives, notably with Directors and
C-suite electing to reduce cash component of their salaries by 30% over the
next six months.
· Completion of distribution of entitlement to 41% of the gross
proceeds received by the Company in the event of a successful ECT claim result
to qualifying shareholders.
· Appointment of Shard Capital and Fortified Securities as joint
brokers to the Company.
· Partial repayment of the senior secured loan note and re-profiling of
outstanding balance including extension of maturity by 2 years and fixed
conversion price at 1 pence (representing a 100% premium to the price at which
the £1.35 million of additional equity was raised).
Enquiries:
Ascent Resources plc Via Vigo Communications
Andrew Dennan
Zeus, Nominated Adviser & Broker 0203 829 5000
James Joyce / James Bavister
Novum Securities, Joint Broker 0207 399 9400
John Belliss
Fortified Securities, Joint-Broker 0203 411 7773
Guy Wheatley
Shard Capital Partners LLP, Joint-Broker 0207 186 9952
Damon Heath
Dear Shareholders
2024 has been a year of significant transformation for Ascent Resources Plc, a
period where we boldly redefined our identity and set a course for a future
rich with opportunity. 2024 saw a renewal of our Board of Directors, with the
former chairman and non-executive directors stepping down and two new
non-executive directors, David Bullion and Edouard Etienvre being appointed to
the Board. This has been a year of significant milestones, from our ambitious
expansion into the U.S. onshore gas and helium sector alongside continued
pursuit of resolution of our Slovenian legacy and a distribution to
shareholders of a ring-fenced percentage of the net proceeds to be received in
the event of a positive Energy Charter Treaty claim outcome, and I am eager to
share the full scope of our journey with you.
It has also been a year of extraordinary progress and reinvention for Ascent
Resources Plc, a time when we turned strategic vision into concrete
achievements and laid a robust foundation for future success. Building on the
resilience and stability we established in 2023, where we defended our
interests in Slovenia, and secured our financial footing, we have now executed
a bold pivot to the Americas, positioning ourselves as a dynamic player in the
U.S. onshore gas and helium sector. This has been a year of action, from
groundbreaking investments to the resolution of legacy challenges.
U.S. Onshore Oil and Gas & Helium Strategy
Our foray into the U.S. market has been the defining narrative of 2024,
marking a strategic shift toward revenue-generating assets in a stable and
high-potential jurisdiction. In April, we announced our maiden investment into
GNG Partners LLC by participating in a US$1 million convertible loan that
granted us exposure to the Lisbon Valley gas and helium processing facility in
Utah. This 60 MMscfd name plate plant, acquired out of Chapter 11 bankruptcy
for an effective consideration of US$11.5 million plus US$2 million in cure
costs, is a linchpin in the Paradox Basin-a region celebrated for its
helium-rich gas reserves, with helium concentrations reaching up to 7-8% in
the region. The Lisbon Valley gas processing plant includes 1.1 MMcfd of
helium processing capacity which includes a 550 Mcfd helium liquefier, a 45
MMcfd cryogenic plant, and a 10 MBpd fractionation train, purpose-built to
handle the basin's unique gas composition, high in CO₂, H₂S, N₂, and
helium. By May, the plant was operational, processing gas with steady
performance throughout the remainder of 2024 before being shut in the
beginning of 2025 for some upgrades and identified plant repair works, with
the plant expected to be back online towards the end of Q2, following which
GNG expect to turn their focus to recommissioning its liquefaction unit,
dormant since 2013 when liquified helium prices languished at c.US$60/Mcf.
With current prices soaring to US$750-1,450/Mcf, this upgrade-targeted for
completion by 2025 year-end-will enable GNG to produce and sell liquefied
helium, tapping into premium markets and driving significant revenue growth in
2026 and beyond.
GNG have also filed their Monitoring, Reporting and Verification study ("MRV")
to the Environmental Protection Agency in order to qualify for the US 45Q
carbon capture, utilization and storage projects which is expected to be
approved in the Summer of 2025 and will balance the GNG offering across three
core verticals i) natural gas processing; ii) helium processing and
liquefaction; and iii) carbon capture and sequestration.
Our U.S. ambitions expanded further in December, ahead of the year end, with a
landmark acquisition of a 49% non-operated direct interest in producing and
prospective oil and gas with helium leases operated by American Helium LLC:
119,000 acres of helium-rich leases in Utah and Colorado, secured for US$2
million through a combination of US$250,000 in cash and US$1.75 million
satisfied by the issuance of 27.65 million new shares at an issue price of 5
pence per new share (see Note 10 to the accounts below) which were admitted to
AIM in January 2025. This deal, underpinned by a US$1 million equity raise in
July at a 43% premium to the closing share price, represents a strategic leap
into upstream development. The acreage, with helium concentrations which have
been measured in certain leases at 1%, integrates seamlessly with our
midstream operations at Lisbon Valley, creating a cohesive portfolio that
spans processing and production. Our team is already mobilising to explore
this asset's potential, with plans to enhance its value through targeted
development in the coming years. GNG estimates that Lisbon Valley alone could
account for 3.4% of U.S. liquid helium production (or 1.7% globally), and with
this upstream expansion, we are positioning Ascent to become a significant
contributor to this high-demand market.
The American Helium operated oil and gas leases in Utah and Colorado include a
portfolio which has proved (1P) reserves (inclusive of PDP, PDNP and PUD
reserves) net to Ascent's 49% working interest of 9.1 Bcf of natural gas
(which the operator has tested helium at up to 1% in certain wells); 1.396
MMbbl of oil and condensates; and 1.17 MMbbl of natural gas liquids (APN
Energy Consultants LLC, Report on Reserves dated 1 April 2024 prepared using
the standard petroleum engineering practices in conformity with the SPE
Petroleum resources Management System guidelines). The portfolio of leases has
significant behind pipe upside as well as potential step-out and exploration
upside within the acreage, including opportunities to exploit high
helium-bearing zones. The acreage is in the helium rich Paradox Basin and has
up to 1% helium contained within the producible natural gas streams, which is
expected to be monetised through synergistic tie-back and processing at the
GNG Lisbon gas processing plant. The acreage also benefits from having
existing infrastructure in place and an experienced operator which is
principally based out of Houston, Texas as well as in the field. Production is
currently restricted to one local industrial gas buyer whilst the GNG Lisbon
Plant upgrades and maintenance program is completed, following which the
leases are expected to resume full production at around 3 MMscfd (gross daily
production to American Helium and Ascent as partners proportional to their
working interests).
These investments and acquisitions relating to our advancing US strategy
aligns with our goal of building a diversified, cash generative business,
providing a pipeline of projects that could accelerate our growth in 2025 and
beyond. Together, these initiatives reflect our commitment to seizing
opportunities in burgeoning markets, leveraging our operational capabilities
to deliver value in a region with a robust framework for natural resource
investment. Post period under review, as set out in Future Developments
section of the Director's Report (below), the company made a conditional
acquisition of a 10% direct interest in oil and gas leases operated by ARB
Energy Utah, LLC along with securing 50% incremental production rights by
investing in the installation of artificial lift technologies and also secured
a 49% interest in leases operated by Locin Oil Corporation. These leases are
consistent with the Company's strategy to pursue a growth strategy focused on
existing proven and producing reserves with significant prospective upside
onshore U.S.
Legacy Slovenian Investment & ECT Damages Claim
While our future lies in the US onshore gas and helium, 2024 was also about
resolving our past in Slovenia with determination and strategic clarity. The
year began with a significant development: on 8 January, Geoenergo d.o.o., our
Slovenian joint venture partner, filed for voluntary insolvency, a move that
followed our 2023 favourable arbitration interim award affirming our
interpretation of the RJOA and the validity of our claims for a portion of the
revenue from producing wells on the concession area other than PG-10 and
PG-11a which the Company calculated to be an amount of c. €8 million
relating to unpaid production revenues from October 2019 to December 2023 plus
statutory interest. Upon their appointment on 19 January 2024, the
administrator unilaterally terminated the Restated Joint Operating Agreement
(RJOA), a decision ratified by the insolvency court, leading to the
concession's subsequent expiry on 19 April 2024. This marked the end of our
operational tenure in Slovenia, a closure we met with proactive measures to
safeguard our interests. Following the appointment of the administrator, the
Company filed an €11 million claim in the insolvency proceedings, comprising
the €8 million owed for production revenues plus interest and a conditional
claim of €3 million for the value of Ascent Slovenia Limited's (ASL) (100%
owned Company subsidiary) share of joint venture assets which are caught up in
the insolvency process. While Geoenergo's financial distress casts uncertainty
over recovery, we remain steadfast in pursuing every available avenue to
secure what is rightfully owed. Ahead of the year end the relevant court
published the list of approved tested claims and ASL has been approved its
conditional claim of €3 million relating to the value of joint venture
assets and has had c.€2.7 million of its €8 million revenue plus interest
claim approved in the insolvency proceedings. The balance of €5.3 million,
which is disputed by the administrator, is being pursued by ASL via the
resumption of the previously suspended arbitration proceedings between ASL and
Geoenergo to receive a binding decision on quantum and an award on costs,
following which ASL expects these amounts to be reflected in the approved
creditors list.
Concurrently, our significant Energy Charter Treaty (ECT) damages claim
against the Republic of Slovenia advanced with notable progress throughout
2024. In February, we achieved a procedural milestone by successfully
rebutting Slovenia's application for security for costs, ensuring the claim
remained on track without additional financial burdens as a result of
proactively already securing a relevant After The Event insurance policy (a
policy which pays out in the event of a negative claim outcome and award of
costs against Ascent). In July, we filed our reply memorial, a detailed
submission bolstered by further witness statements and independent expert
reports, adhering to the International Centre for Settlement of Investment
Disputes' ("ICSID") agreed timetable. This claim, rooted in Slovenia's
legislative actions that undermined our investment, most notably the 2022 ban
on hydraulic stimulation-continues to be a priority. To align our efforts with
your interests, we completed a shareholder distribution in March, allocating
49% of any net proceeds (after legal fees and costs) to qualifying
shareholders via preference shares, while retaining 51% control and total
ownership of the claim. This structure ensures those qualifying stakeholders
receive a direct payout resulting from any potential outcome which would not
be altered as a result of further changes in the issued share capital of the
Company, though we must note that any award, if successful, may be
significantly lower than the full claim due to the inherent uncertainties of
arbitration. Our legal team remains confident in our case, and we are
committed to seeing it through to maximize value from this legacy investment.
In December, following the investment into GNG and acquisition of 49% interest
in the Utah and Colorado leases operated by American Helium LLC, the Company
announced its intention to complete a second distribution with entitlements to
a further 41% of the net proceeds to be received in the event of a positive
claim outcome and payment of damages award. This distribution was completed in
Q1 2025. In April 2025, post period under review, the hearing of both the
merits and quantum was convened and took place over five days.
Operational Update
Operationally, 2024 was a year of transition and re-focus. Our initial
investment into US Onshore operations, through GNG, set the foundations for us
to build a business around. The Lisbon Valley gas processing plant is expected
to resume full production of natural gas in the Summer of 2025, after
completion of plant upgrade and identified repair works. Ahead of then GNG
expect to receive their 45Q carbon capture, utilization and storage tax
credits approval and then turn its attention to re-commissioning the helium
liquefaction unit ahead of the 2025 year-end. The December acquisition of the
American Helium acreage adds a new layer of opportunity, with our team already
assessing exploration and development strategies to unlock its potential. The
upstream partners have already identified 25 wells which can be targeted with
relatively low risk and high impact rig-less work-over style operations which
are affordable yet could significantly increase near term production from the
leases and hence have a quick payback. The Company also remains focused on
expanding its footprint in America and securing further access to portfolios
of leases with proven producing reserves and material high impact prospective
resources to target with the drill-bit.
In Slovenia, the insolvency of Geoenergo and the termination of the RJOA
brought joint venture production to a close, redirecting our resources and
attention to the Americas. Whilst this removed our continuing operational
presence in country, as detailed above the Company is still pursuing the
interests which are owed to it through continuing insolvency and dispute
resolution processes with both the former JV partner, Geoenergo d.o.o. and its
related party service provider Petrol Geo d.o.o.
Corporate Developments
The year also brought significant changes to our leadership and corporate
structure. This transition was complemented during 2024 by the addition of
Lionel Therond as Chief Financial Officer to the executive team, and David
Bullion and Edouard Etienvre as Non-Executive Directors, creating a refreshed
Board with the expertise to guide our U.S.-centric strategy. Following the
departure of the Executive Chairman, James Parsons and other directors in
2024, we have operated without a Chairman. In December 2024 the Company
announced the intended appointment of Gilles Thieffry as Non-Executive
Chairman, however post period under review it was agreed that Mr Thieffry
would not join the Board and the Company would be seeking a new Chairman in
the near term. In the interim, it has been agreed that Jean-Michel Doublet,
independent non-executive director, will assume the role of Interim Chairman.
Further, post period under review the Company announced that Andrew Dennan
will not be standing for re-election at the Annual General Meeting in June
2025 and the intention is to appoint David Patterson as Chief Executive
Officer. Andrew Dennan will continue to work closely with the Company and
assist with the pursuit of the Company's claims in Slovenia, and the Board
believes that, as the business enters a new phase with a focus on the U.S.,
David Patterson will lead the business in growing and delivering its onshore
U.S. oil and gas and helium strategy. Financially, the Company raised £0.55
million in April 2024 through equity at spot price at the time plus $1 million
(£0.81 million) through a senior secured convertible loan note at a 40%
premium to the placing price. Later in the year in September 2024 the Company
raised US$1 million (£0.76 million) in additional equity at a premium to the
spot price at the time. Ahead of the year end, in December 2024, alongside the
acquisition of interests in proven and prospective oil and gas leases operated
by American Helium LLC the Company raised a further US$0.475 million (£0.378
million) at a significant premium to the prevailing share price. The Company
has access to the capital markets to secure the incremental capital it needs
to execute its plans.
Summary
As we close 2024, Ascent Resources Plc stands at a turning point. Our U.S.
investments offer a compelling mix of i) midstream activities which include
natural gas and helium processing, helium liquefaction along with carbon
capture themes; and ii) upstream productivity and potential from a platform
which includes proven reserves and significant upsides to target in
historically high helium producing reservoirs in the Leadville and McCracken
and which benefits from substantial existing production infrastructure and gas
gathering systems which run through and/or adjacent to the leases. The
Company's legacy Slovenian claims continue to materially progress and though
the outcomes remain currently uncertain, these claims represent a significant
value opportunity as and when they materialise. With a renewed leadership team
and a solid financial foundation, we are entering 2025 with a clear vision and
the tools to execute it. My deepest gratitude goes to you, our shareholders,
and to our dedicated team for your support throughout this transformative
year. Together, we are building a company with a bright and prosperous future.
Andrew Dennan
Chief Executive Officer
30 May 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Notes Year Ended Year Ended
31 December 31 December
2024 2023
£'000s £'000s
Revenue 2 - 1,412
Cost of Sales 2 (26) (626)
Depreciation of assets 10 (2) (1)
Gross loss / profit (28) 785
Other income 2 3 363
Administrative expenses 3 (2,416) (1,960)
Fair value gain on derivative liability 15 43 -
Fair value loss on financial assets 9 (194) -
Operating loss (2,592) (812)
Finance income 9 73 -
Finance cost 5 (207) (39)
Net finance costs (134) (39)
Loss before taxation (2,726) (851)
Income tax expense 6 - -
Loss for the year (2,726) (851)
Other comprehensive income
Exchange differences on translation of foreign operations 24 18
Total comprehensive income for the year (2,702) (833)
Earnings per share
Basic & fully diluted loss per share (Pence) 8 (114.49) (49.74)
The consolidated balance sheet should be read in conjunction with the
accompanying notes.
Consolidated Statement of Financial Position
For the year ended 31 December 2024
Assets Notes 31 December 31 December
2024 2023
£'000s £'000s
Non-current assets
Property, plant and equipment 10 710 3
Prepaid abandonment fund 12 - 262
Other debtors 9 677 -
Prepayments 12 216 -
Total non-current assets 1,603 265
Current Assets
Trade and other receivables 12 415 323
Cash and cash equivalents 111 475
Total current assets 526 798
Total assets 2,129 1,063
Equity and liabilities
Attributable to the equity holders of the Parent Company
Share capital 18 8,989 8,495
Share premium account 18 79,703 77,889
Merger reserve 570 570
Share-based payment reserve 726 574
Other equity reserves 19 124 -
Translation reserve (234) (258)
Retained earnings (90,346) (87,648)
Total equity attributable to the shareholders (468) (378)
Total equity (468) (378)
Non-current liabilities
Provisions 14 1,019 690
Total non-current liabilities 1,019 690
Current liabilities
Convertible loan notes 15 780 5
Borrowings 15 - 184
Derivative liability 15 13 -
Trade and other payables 16 785 562
Total current liabilities 1,578 751
Total liabilities 2,597 1,441
Total equity and liabilities 2,129 1,063
The consolidated balance sheet should be read in conjunction with the
accompanying notes.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share capital Share premium Merger reserve Share base payment reserve Other equity reserves Translation reserve Retained earnings Total
£'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
Balance at 1 January 2023 8,214 76,298 570 2,131 - (276) (88,457) (1,520)
Comprehensive income
Loss for the year - - - - - - (851) (851)
Other comprehensive income
Currency translation differences - - - - - 18 - 18
Total comprehensive income - - - - - 18 (851) (833)
Transactions with owners
Issue of ordinary shares 281 1,619 - - - - - 1,900
Costs related to share issues - (28) - - - - - (28)
Share-based payments - charge - - - 103 - - - 103
Share-based payments - expired - - - (1,660) - - 1,660 -
Total transactions with owners 281 1,591 - (1,557) - - 1,660 (1,975)
Balance at 31 December 2023 8,495 77,889 570 574 - (258) (87,648) (378)
Balance at 1 January 2024 8,495 77,889 570 574 - (258) (87,648) (378)
Comprehensive income
Loss for the year - - - - - - (2,726) (2,726)
Other comprehensive income
Currency translation differences - - - - - 24 - 24
Total comprehensive income 24 (2,726) (2,702)
Transactions with owners
Issue of ordinary shares 494 1,856 - - - - - 2,350
Costs related to share issues - (42) - - - - - (42)
Equity component of convertible loan note - - - - 124 - - 124
Share-based payments - prior year correction - - - - - - 23 23
Share-based payments - charge - - - 157 - - - 157
Share-based payments - expired - - - (5) - - 5 -
Total transactions with owners 494 1,814 - 152 124 - 28 2,612
Balance at 31 December 2024 8,989 79,703 570 726 124 (234) (90,346) (468)
The consolidated balance sheet should be read in conjunction with the
accompanying notes.
Consolidated Cash Flow Statement
For the year ended 31 December 2024
Year ended Year ended
31 December 2024 31 December 2023
Notes £'000s £'000s
Cash flows from operations
Loss after tax for the year (2,726) (851)
Depreciation 10 2 1
Fair value loss on financial assets 9 194 -
Fair value gain on derivative liability 15 (43) -
Finance income 9 (71) -
Finance costs 5 204 39
Decrease/ (Increase) in receivables 12 319 (274)
Increase /(Decrease) in payables 16 31 (419)
Increase in provisions 14 328 27
Shares issued in exchange for services 81 -
Share-based payment charge 21 181 106
Exchange differences 57 18
Net cash used in operating activities (1,443) (1,353)
Cash flows from investing activities
Loans issued 9 (797) -
Payments for fixed assets 10 - (1)
Net cash used in investing activities (797) (1)
Cash flows from financing activities
Loans repaid 15 (92) (368)
Loans received less transaction fees 15 709 -
Proceeds from issue of shares 18 1,259 1,900
Share issue costs 18 - (28)
Net cash generated from financing activities 1,876 1,504
Net (decrease) /increase in cash and cash equivalents for the year (364) 150
Cash and cash equivalents at beginning of the year 475 325
Cash and cash equivalents at end of the year 111 475
The consolidated balance sheet should be read in conjunction with the
accompanying notes.
Notes to the Financial Statements
1. Accounting policies
Reporting entity
Ascent Resources plc (Company no: 05239285) ('the Company' or 'Ascent') is a
company domiciled and incorporated in England. The address of the Company's
registered office is 5 New Street Square, London, EC4A 3TW. The consolidated
financial statements of the Company for the year ended 31 December 2024
comprise the Company and its subsidiaries (together referred to as the
'Group'). The Parent Company financial statements present information about
the Company as a separate entity and not about its Group.
The Company is admitted to AIM, a market of the London Stock Exchange.
Statement of compliance
The financial statements of the Group and Company have been prepared in
accordance with UK-adopted international accounting standards and with the
requirements of the Companies Act 2006.
The Group's and Company's financial statements for the year ended 31 December
2024 were approved and authorised for issue by the Board of Directors on 30
May 2025 and the Statements of Financial Position were signed on behalf of the
Board by Andrew Dennan.
Both the Parent Company financial statements and the Group financial
statements give a true and fair view and have been prepared and approved by
the Directors in accordance with UK-adopted international accounting standards
and with the requirements of the Companies Act 2006.
Basis of preparation
In publishing the Parent Company financial statements here together with the
Group financial statements, the Company is taking advantage of the exemption
in Section 408 of the Companies Act 2006 not to present its individual income
statement and related notes that form a part of these approved financial
statements. The Company loss for the year was £1,933,000 (2023: loss of
£1,483,000).
The presentational currency of the Group is British Pounds Sterling ("GBP")
and the functional currency of the Group's subsidiaries domiciled outside of
the UK in Malta, Slovenia and Netherlands are in Euros ("EUR"). The functional
currency of Ascent Resources PLC, the parent company, is Sterling ("GBP").
Measurement Convention
The financial statements have been prepared under the historical cost
convention. The financial statements are presented in sterling and have been
rounded to the nearest thousand (£'000s) except where otherwise indicated.
The principal accounting policies set out below have been consistently applied
to all periods presented.
Going Concern
The Group and Company financial statements have been prepared under the going
concern assumption, which presumes that the Group and Company will be able to
meet its obligations as they fall due for the foreseeable future.
During 2024, in support of the Company's new strategy to enter US onshore
natural gas and helium markets, in April the Company successfully raised
£0.55 million through the issuance of new equity at the spot price (2.3 pence
per new share) at the time with warrants attached, plus $1 million (£0.81
million) through a senior secured convertible loan note (with warrants
attached) which has a coupon of 15% and a conversion feature in to new equity
at a 40% premium to the placing price, being 3.22 pence per new share. Later
in the year, in September the Company raised US$1 million (£0.76 million) in
new equity at 2.3 pence per new share being a significant premium to the spot
price at the time. Ahead of the year end, in December, alongside the
acquisition of interests in proven and prospective oil and gas leases operated
by American Helium LLC the Company raised a further $0.475 million (£0.378
million) at a significant premium to the prevailing share price with warrants
attached. The Company has accessed the capital markets to raise the
incremental proceeds it needs to ensure it had the resources to execute its
plans.
Post period in review, as set out in great detail in the Future Developments
section of the Directors Report (above), the Company successfully raised
£1.35 million (US$1.8 million) by way of new equity issue with warrants
attached with proceeds used to fund its investment into the installation of
artificial lift technologies on certain existing wells in the ARB Energy
acreage, general working capital and to fund the partial redemption and
re-profiling of the Company's senior secured debt. The senior secured debt has
now been re-profiled with its maturity date extended by 2 years to 22 April
2027 with a fixed conversion price of 1p per new conversion share.
Additionally, the C-suite and Board have agreed to reduce the cash component
of their remuneration by 30% for 6 months as of May 2025 to help sustain near
term liquidity in the Company which is also implementing other cost savings
initiatives to reduce its annual G&A further.
Under the Group's forecasts, the funds raised together with existing bank
balances may not provide sufficient funding for twelve months as at the date
of this report. Subject to operational performance and US natural gas prices
as well as the quantum and timing of receipt of a potential payment from the
ongoing Slovenian JV partner insolvency process, the Company may need to raise
additional funding in the second half of 2025, the forecasts are sensitive to
the timing and cash flows associated with the continuing situation in
Slovenia, and discretionary spend incurred with executing the strategy to grow
in onshore oil and natural gas production. As such, the Company may need to
raise new capital within the forecast period to fund such discretionary spend.
Negotiations with potential new investors is ongoing and based on historical
and recent support from new and existing investors the Board believes that
such funding, if and when required, could be obtained through new debt or
equity issuances. However, the ability to raise these funds is not guaranteed
at the date of signing these financial statements. As a consequence, there is
a material uncertainty to the going concern of the Group.
New and amended Standards effective for 31 December 2024 year-end adopted by
the Group:
Standard Description Effective date
IFRS 16 Leases Lease Liability in a Sale and Leaseback - Amendments 1 January 2024
IAS 1 Presentation of Financial Statements Classification of liabilities as Current or Non-Current and Non-current 1 January 2024
Liabilities with Covenants - Amendments
IFRS 7 Financial Instruments Disclosures - Supplier Finance Arrangements 1 January 2024
The new standards effective from 1 January 2024, as listed above, did not have
a material effect on the Group's financial statements.
Standards, amendments and interpretations, which are effective for reporting
periods beginning after the date of these financial statements which have not
been adopted early:
Standard Description Effective date
IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025
IFRS 9 Financial Instruments Classification and Measurement of Financial Instruments- Amendments 1 January 2026
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial 1 January 2024*
Information
IFRS S2 Climate-related Disclosures 1 January 2024*
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027*
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures: 1 January 2026*
Classification and Measurement of Financial Instruments
IFRS Accounting Standards Annual Improvements to IFRS standards 1 January 2026
IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity - Amendments 1 January 2026*
*Not yet endorsed in the UK
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company or Group.
Estimates and judgements
Reserves - Reserves are proven, and probable oil and gas reserves calculated
on an entitlement basis and are integral to the assessment of the carrying
value of the exploration, evaluation and production assets. Estimates of
commercial reserves include estimates of the amount of oil and gas in place,
assumptions about reservoir performance over the life of the field and
assumptions about commercial factors which, in turn, will be affected by the
future oil and gas price.
Carrying value of property, plant and equipment (developed oil and gas assets)
(Note 10) - In April 2022, the Republic of Slovenia approved amendments to its
Mining Law which include a total ban on hydraulic stimulation. Consequently,
the operational and development review conducted by the Company determined
that further field development was not economically viable and that the
current producing wells had a remaining production life of 5.5 years. The
result of the impairment review resulted in the developed oil and gas assets
fully impaired by £21,193,000 to a carrying value of nil in the year ended 31
December 2023.
A 49% direct interest in oil and gas leases, previously 100% held by American
Helium LLC, was obtained on 31 December 2024. The total consideration was
£1,580,000 of which £197,500 was paid in cash post year end, and the
remaining £1,382,500 was settled in shares issued. The share price at the
time of the transaction was lower than the consideration price and therefore
the value has been adjusted by £870,000 to reflect this, leaving a value of
£709,000 (note 10). The interest in these leases were assessed in accordance
with the requirements of IAS 16 and IFRS 6, and, based on the fact that
technical and commercial feasibility has been demonstrated through proven
reserves which will be revenue generating, it was determined that the leases
should be accounted for as property, plant and equipment under IAS 16 as they
are no longer in the exploration and evaluation phase and therefore IFRS 6 is
not deemed appropriate. The oil and gas leases will be depreciated on a unit
of production basis. This depreciable asset base will be charged to the income
statement based on production in the period over their expected lifetime.
Judgement Applied in Classification of Derivative as Equity or Liability (note
15) - The Group issued a convertible loan (CLN) with embedded derivative
features, which necessitates significant judgement in determining the
classification of the derivative as either equity or a financial liability.
This judgement considers the contractual terms of the conversion option,
assessing whether the derivative meets the criteria for classification as
equity in accordance with the requirements of IAS 32. The CLN was classified
as a derivative financial liability (DFL) and is held at fair value through
profit or loss (FVTPL).
Judgement Applied in Selection of Valuation Method - For CLNs where the
embedded derivative is classified as a financial liability, an option-pricing
model is applied to determine fair value, considering the complex terms and
variability of the conversion feature.
Estimation Applied in Valuation of Derivative Financial Liability - For CLNs
classified as containing a DFL held at FVTPL, the Group used an appropriate
valuation model to estimate the fair value of the DFL on initial recognition,
at each reporting date, and upon conversion events. This approach is deemed
appropriate due to the simulation's ability to model a range of possible
outcomes, capturing the inherent variability in conversion terms and share
price volatility. Key inputs in the Monte Carlo model include the Company's
share price, share price volatility, the risk- free interest rate, and
assumptions regarding the timing and probability of conversion.
Changes in any of these assumptions may significantly impact the fair value of
the derivative liability, potentially resulting in profit or loss variations.
Management regularly reassesses these inputs, utilising historical data and
market-based assumptions to ensure that the fair value estimation reflects the
economic substance of the convertible instrument.
Depreciation of property, plant and equipment (Note 10) - Upon commencing
commercial production we began to depreciate the assets associated with
current production. The depreciation on a unit of production basis requires
judgment and estimation in terms of the applicable reserves over which the
assets are depreciated and the extent to which future capital expenditure is
included in the depreciable cost when such expenditure is required to extract
the reserve base. The calculations have been based on actual production,
estimates of P50 reserves and best estimates of the future workover costs on
the producing wells to extract this reserve. The depreciation charge for the
year was £2,000 for the remaining office equipment assets, (2023: £1,000).
Valuation of convertible loan note receivable (note 9) - The Group entered
into a convertible loan note receivable from GNG Partners LLC ("GNG") in the
year ended 31 December 2024 which had a carrying value of £677,000 at the
year end. The instrument is recorded at amortised cost. The loan is interest
fee and therefore management estimated the fair value on initital recognition
to be £676,942 using the present value formula and a discount rate of 15%
resulting in a fair value loss of £194,256. Finance income of £71,487 has
been recognised and is being unwound evenly over the period of the loan.
Valuation of Ascent Claim Entitlement SPV options (note 21)
On 6 March 2024, the Company's wholly owned subsidiary, Ascent Claim
Entitlement SPV Ltd, issued 6,171,788 options to Directors and certain
employees. The value of the options is accounted for using an approximation to
the fair market value of the claim by assessing Ascent's market capitalisation
on AIM at the time of the distribution and deducting adjusted values of the
other components of the Company's business at that point in time, which as of
February 2024 only included its recent claim against Geoenergo in the
insolvency proceedings which had just been initiated. This is the same
valuation basis on which Ascent established the SPV and entered into the
relevant deed of assignment.
Deferred tax (Note 7) - Judgment has been required in assessing the extent to
which a deferred tax asset is recorded, or not recorded, in respect of the
Slovenian operations. Noting the history of taxable losses and the initial
phases of production, together with assessment of budgets and forecasts of tax
in 2023 the Board has concluded that no deferred tax asset is yet applicable.
This is included at Note 7.
Decommissioning costs (Note 14)
Where a material obligation for the removal of wells and production facilities
and site restoration at the end of the field life exists, a provision for
decommissioning is recognised. The amount recognised is the one-off amount to
the Company's JV partner as per the Revised Joint Venture Agreement. A change
in the key assumptions used to calculate rehabilitation provisions could have
a material impact on the carrying value of the provisions.
The carrying value of these provisions in the financial statements represents
an estimate of the future costs expected to be incurred to rehabilitate each
well, which is reviewed at least annually. Future costs are estimated by
internal experts, with external specialists engaged periodically to assist
management. These estimates are based on current price observations, taking
into account developments in technology and changes to legal and contractual
requirements. Expectations regarding cost inflation are also incorporated. The
carrying value of these provisions have not been discounted to provide a
present value of these future costs due to the near-term uncertainty of when
these costs may materialise.
Intercompany receivables - Company only (Note 13b) - In line with the
requirements of IFRS 9 the Board has carried out an assessment of the
potential future credit loss on intercompany receivables under a number of
scenarios. Arriving at the expected credit loss allowance involved considering
different scenarios for the recovery of the intercompany loan receivables, the
possible credit losses that could arise and the probabilities for these
scenarios. In April 2022, the Republic of Slovenia approved amendments to its
Mining Law which include a total ban on hydraulic stimulation. Consequently,
the operational and development review conducted by the Company determined
that further field development was not economically viable and that the
current producing wells had a remaining production life of 5.5 years.
Recognising the loss in economic value, management took the decision fully
impair the receivable in the Company accounts by £130k in the year ended 31
December 2023.
Investments - Company only (note 11) - Judgement has been made in respect of
the carrying value of the Company's carrying value of its investments in the
subsidiaries. The process for this is the same as the consideration given in
respect of both Intangible Assets and Property, Plant and Equipment (see
above). At the year ended 31 December 2024 and 2023, the investment is fully
impaired.
Accounting policies
Basis of consolidation (Note 11) - Where the Company has control over an
investee, it is classified as a subsidiary. The Company controls an investee
if all three of the following elements are present: power over the investee,
exposure to variable returns from the investee, and the ability of the
investor to use its power to affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may be a
change in any of these elements of control.
The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Inter-company transactions
and balances between Group companies are therefore eliminated in full.
The results of undertakings acquired or disposed of are consolidated from or
to the date when control passes to or from the Group. The results of
subsidiaries acquired or disposed of during the period are included in the
Consolidated Income Statement from the date that control commences until the
date that control ceases.
Where necessary, adjustments are made to the results of subsidiaries to bring
the accounting policies they use into line with those used by the Group.
Joint arrangements - The Group is party to a joint arrangement when there is a
contractual arrangement that confers joint control over the relevant
activities of the arrangement to the Group and at least one other party. Joint
control is assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either joint
ventures, where the Group has rights to only the net assets of the joint
arrangement, or joint operations where the Group has both the rights to assets
and obligations for the liabilities of the joint arrangement.
All of the Group's joint arrangements are classified as joint operations. The
Group accounts for its interests in joint operations by recognising its
assets, liabilities, revenues and expenses in accordance with its
contractually conferred rights and obligations.
The Group has one joint arrangement, the Petišovci joint venture in Slovenia
in which Ascent Slovenia Limited (a 100% subsidiary of Ascent Resources plc)
has a 75% working interest, however whilst in a cost recovery position the
Company is entitled to 90% of hydrocarbon revenues produced.
Depreciation of property plant and equipment - The cost of production wells
and the American Helium leases are depreciated on a unit of production basis.
The depreciation charge is calculated based on total costs incurred to date
plus anticipated future workover expenditure required to extract the
associated gas reserves. This depreciable asset base is charged to the income
statement based on production in the period over their expected lifetime P50
production extractable from the wells per the field plan. The infrastructure
associated with export production is depreciated on a straight-line basis over
a two-year period as this is the anticipated period over which this
infrastructure will be used.
Foreign currency
The Group's strategy is focussed on developing oil and gas projects and ESG
metals funded by shareholder equity and other financial assets which are
principally denominated in sterling. The functional currency of the Company is
sterling.
Transactions in foreign currency are translated to the respective functional
currency of the Group entity at the rates of exchange prevailing on the dates
of the transactions. At each reporting date, monetary assets and liabilities
that are denominated in foreign currencies are retranslated to the functional
currency at the rates prevailing on the reporting date. Exchange gains and
losses on short-term foreign currency borrowings and deposits are included
with net interest payable.
The assets and liabilities of foreign operations are translated to sterling at
foreign exchange rates ruling at the balance sheet date. The revenues and
expenses of foreign operations are translated to sterling at the average rate
ruling during the period. Foreign exchange differences arising on
retranslation are recognised directly in a separate component of equity.
Foreign exchange differences arising on inter-company loans considered to be
permanent as equity are recorded in equity. The exchange rate from euro to
sterling at 31 December 2024 was £1: €1.2069 (2023: £1: €1.1537).
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up to
the date of disposal are transferred to the consolidated income statement as
part of the profit or loss on disposal.
Exchange differences on all other transactions, except inter-company foreign
currency loans, are taken to operating loss.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents
include, deposits held at call with banks with original maturities of three
months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. Cash and cash
equivalents are carried at amortised cost because: (i) they are held for
collection of contractual cash flows and those cash flows represent SPPI, and
(ii) they are not designated at fair value through profit or loss (FVTPL).
Taxation
The tax expense represents the sum of the tax currently payable and any
deferred tax.
The tax currently payable is based on the estimated taxable profit for the
period. Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group's liability for current tax is calculated using the
expected tax rate applicable to annual earnings.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the corresponding tax bases used in the computation of taxable
profit. It is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or
part of the asset to be recovered.
Equity-settled share-based payments
The cost of providing share-based payments to employees is charged to the
income statement over the vesting period of the related share options or share
allocations. The cost is based on the fair values of the options and shares
allocated determined using the binomial method. The value of the charge is
adjusted to reflect expected and actual levels of vesting. Charges are not
adjusted for market related conditions which are not achieved. Where equity
instruments are granted to persons other than directors or employees the
Consolidated Income Statement is charged with the fair value of any goods or
services received.
Grants of options in relation to acquiring exploration assets in licence areas
are treated as additions to Slovenian exploration costs at Group level and
increases in investments at Company level.
Provisions
A provision is recognised in the Statement of Financial Position when the
Group has a present legal or constructive obligation as a result of a past
event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect is material, provisions are
determined by estimating the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks
specific to the liability.
Convertible loan notes
Upon issue of a new convertible loan, where the convertible option is at a
fixed rate, the net proceeds received from the issue of CLNs are split between
a liability element and an equity component at the date of issue. The fair
value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible debt. The difference between the
proceeds of issue of the CLNs and the fair value assigned to the liability
component, representing the embedded option to convert the liability into
equity of the Group, is included in equity and is not remeasured.
Where the convertible loan note includes a conversion feature, it is
bifurcated from the host debt liability and recognised initially at fair value
and remeasured to fair value at the year end reporting date with the movements
in fair value recognised in the profit and loss account. Transaction costs are
allocated proportionately between the host debt liability, the conversion
feature and the equity portion, with the portion relating to the conversion
feature expensed immediately in profit and loss account. The equity portion is
deducted from the equity reserve, and the amount allocated to the host debt is
deducted from the liability on recognition.
Subsequent to the initial recognition the liability component is measured at
amortised cost using the effective interest method.
When there are amendments to the contractual loan note terms these terms are
assessed to determine whether the amendment represents an inducement to the
loan note holders to convert. If this is considered to be the case the
estimate of fair value adjusted as appropriate and any loss arising is
recorded in the income statement.
Where there are amendments to the contractual loan note terms that are
considered to represent a modification to the loan note, without representing
an inducement to convert, the Group treats the transaction as an
extinguishment of the existing convertible loan note and replaces the
instrument with a new convertible loan note. The fair value of the liability
component is estimated using the prevailing market interest rate for similar
nonconvertible debt. The fair value of the conversion right is recorded as an
increase in equity. The previous equity reserve is reclassified to retained
loss. Any gain or loss arising on the extinguishment of the instrument is
recorded in the income statement, unless the transaction is with a
counterparty considered to be acting in their capacity as a shareholder
whereby the gain or loss is recorded in equity.
Where the loan note is converted into ordinary shares by the loan note holder;
the unaccreted portion of the loan notes is transferred from the equity
reserve to the liability; the full liability is then converted into share
capital and share premium based on the conversion price on the note.
On issue of a convertible loan, the fair value of the liability component is
determined by discounting the contractual future cash flows using a market
rate for a non-convertible instrument with similar terms. This value is
carried as a liability on the amortised cost basis unless is designated as a
Fair Value Through Profit and Loss ("FVTPL") at inception. Financial
instruments designated as FVTPL are classified in this category irrevocably at
inception and are derecognised when extinguished. They are initially measured
at fair value and transaction costs directly attributable to their
acquisition are recognised immediately in profit or loss. Subsequent changes
in fair values are recognised in the income statement with profit or loss.
Equity instruments are instruments that evidence a residual interest in the
assets of an entity after deducting all of its liabilities. Therefore, when
the initial carrying amount of a compound financial instrument is
allocated to its equity and liability components, the equity component is
assigned the residual amount after deducting from the fair value of the
instrument as a whole the amount separately determined for the liability
component. The value of any derivative features (such as a call option)
embedded in the compound financial instrument other than the equity component
(such as an equity conversion option) is included in the liability
component.
Non-derivative financial instruments
Non-derivative financial instruments comprise of investments in equity and
debt securities, trade and other receivables, cash and cash equivalents, loans
and borrowings and trade and other payables.
Financial instruments
Classes and categories
Financial assets that meet the following conditions are measured subsequently
at amortised cost using effective interest rate method:
• The financial asset is held within a business model whose objective
is to hold financial assets in order to collect contractual cash flows; and,
• The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets for which the amount of future receipts are dependent upon
the Company's share price over the term of the instrument do not meet the
criteria above and are recorded at fair value through profit and loss.
Measurement
Financial assets at amortised cost.
A financial asset is measured at amortised cost only if both of the following
conditions are met: (i) it is held within a business model whose objective is
to hold assets in order to collect contractual cash flows; and (ii) the
contractual terms of the financial asset represent contractual cash flows that
are solely payments of principal and interest.
Impairment
For trade receivables, a simplified approach to measuring expected credit
losses using a lifetime expected loss allowance is available. The Group's
trade receivables are generally settled on a short time frame without material
credit risk.
The Group recognises a loss allowance for expected credit losses on financial
assets which are measured at amortised cost. The measurement of the loss
allowance depends upon the Group's assessment at the end of each reporting
period as to whether the financial instrument's credit risk has increased
significantly since initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk
since initial recognition, a twelve-month expected credit loss allowance is
estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the
next twelve months. Where a financial asset has become credit impaired or
where it is determined that credit risk has increased significantly, the loss
allowance is based on the asset's lifetime expected credit losses. The amount
of expected credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life of the
instrument discounted at the original effective interest rate.
Lifetime expected credit losses (ECLs) for intercompany loan receivables are
based on the assumptions that repayment of the loans are demanded at the
reporting date due to the fact that the loan is contractually repayable on
demand. The subsidiaries do not have sufficient funds in order to repay the
loan if demanded and therefore the expected manner of recovery to measure
lifetime expected credit losses is considered. A range of different recovery
strategies and credit loss scenarios are evaluated using reasonable and
supportable external and internal information to assess the likelihood of
recoverability of the balance under these scenarios.
Financial liabilities
Financial liabilities at amortised cost are initially recognised at fair value
net of transaction costs incurred. Subsequent to initial measurement financial
liabilities are recognised at amortised cost. The difference between initial
carrying amount of the financial liabilities and their redemption value is
recognised in the income statement over the contractual terms using the
effective interest rate method. This category includes the following classes
of the financial liabilities, trade and other payables, bonds and other
financial liabilities. Financial liabilities at amortised costs are classified
as current or non-current depending on whether these are due within 12 months
after the balance sheet date or beyond.
Financial liabilities are derecognised when either the Group is discharged
from its obligation, they expire, are cancelled, or replaced by a new
liability with substantially modified terms.
Financial liabilities are designated as either: (i) FVTPL; or (ii) other
financial liabilities. All financial liabilities are classified and
subsequently measured at amortised cost except for financial liabilities at
FVTPL. The classification determines the method by which the financial
liabilities are carried on the statement of financial position subsequent to
inception and how changes in value are recorded. Accounts payable and
accrued liabilities is classified as other financial liabilities and carried
on the statement of financial position at amortised cost.
Derivatives which are financial liabilities are initially recognised at fair
value and are subsequently remeasured at fair value at each year-end prior to
settlement. The movements in fair value in each period is recognised within
other net gains/(losses) in the Consolidated Statement of Comprehensive
Income.
Share-based payments
Share-based payments relate to transactions where the Group receives services
from employees or service providers and the terms of the arrangements include
payment of a part or whole of consideration by issuing equity instruments to
the counterparty. The Group measures the services received from non-employees,
and the corresponding increase in equity, at the fair value of the goods or
services received. When the transactions are with employees, the fair value is
measured by reference to the fair value of the share-based payments. The
expense is recognised over the vesting period, which is the period over which
all of the specified vesting conditions are to be satisfied.
Warrants
Warrants granted as part of a financing arrangement which fail the
fixed-for-fixed criteria as a result of either the consideration to be
received or the number of warrants to be issued is variable, are initially
recorded at fair value as a financial liability and charged as transaction
cost deducted against the loan and held subsequently at fair value.
Subsequently the derivative liability is revalued at each reporting date with
changes in the fair value recorded within finance income or costs.
Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium reserve relates to amounts subscribed for share capital in
excess of nominal value less costs of shares associated with share issues.
Share based payments relate to transactions where the Group receives services
from employees or service providers and the terms of the arrangements include
payment of a part or whole of consideration by issuing equity instruments to
the counterparty. The Group measures the services received from non-employees,
and the corresponding increase in equity, at the fair value of the goods or
services received. When the transactions are with employees, the fair value is
measured by reference to the fair value of the shares issued. The expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
The Merger reserve relates to the value of shares, in excess of nominal value,
issued with respect of the Trameta acquisition in 2016.
The other equity reserve relates to the equity portion of the convertible loan
note. See note 19 for further details.
The Translation reserve comprises the exchange differences from translating
the net investment in foreign entities and of monetary items receivable from
subsidiaries for which settlement is neither planned nor likely in the
foreseeable future.
Retained losses includes all current and prior period results as disclosed in
the income statement.
Investments and loans
Shares and loans in subsidiary undertakings are shown at cost. Provisions are
made for any impairment when the fair value of the assets is assessed as less
than the carrying amount of the asset. Inter-company loans are repayable on
demand but are included as non-current as the realisation is not expected in
the short term and are treated as part of the net investment.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker has been identified as the Chief Executive Officer ("CEO").
Revenue recognition
Sales represent amounts received and receivable from third parties for goods
and services rendered to the customers. Sales are recognised when control of
the goods has transferred to the customer. Condensate, which is collected at a
separating station and transported via trucks to a customer in Hungary is
recorded on delivery according to the terms of the contract. At this point in
time, the performance obligation is satisfied in full with title, risk,
entitlement to payment and customer possession confirmed. Revenue is measured
as the amount of consideration which the Group expects to receive, based on
the market price for gas and condensate after deduction of costs agreed per
the Restated Joint Operating Agreement ("RJOA") and sales taxes. The Company
follows the five step process set out in IFRS 15 for revenue recognition.
Revenue is derived from the production of hydrocarbons under the Petišovci
Concession, which Ascent Slovenia Limited holds a 75% working interest,
however whilst in a cost recovery position the Company is entitled to 90% of
hydrocarbon revenues produced. Under the terms of the RJOA, and in accordance
with Slovenian law, the concession holder retains the rights to all
hydrocarbons produced. The concession holder enters into sales agreements with
customers and transfers the relevant portion of hydrocarbon sales to Ascent
Slovenia Limited for the services it provides under the RJOA.
During the year the revenue recognised was £nil (2023: £1,412,000). The
on-going dispute with the JV partner was partially resolved in August 2022
resulting in the recognition of revenue, and receipt of funds, from the
hydrocarbon production for the period April 2020 to December 2021, as a result
revenue of £581,000 was recorded in the year to 31 December 2022. Hydrocarbon
production for 2022 was subject to dispute and therefore was not recognised
until 2023 following a tri-party mediation between ASL, Petrol Geo and
Geoenergo. Sales from Jan, Feb, and May through to Sept 23 as well as partial
payments for March and April were also recognised in 2023.
The sales invoices were netted off against the costs due to Petrol GEO (JV
Service provider). The claim was settled at €1.436million (£1,249million).
The total sales for the period January 2022 through to September 2023 totalled
€1.725million (£1.5million), and were netted off, resulting in a net cash
payment of €288,689 (£251k) to ASL.
Payments are typically received around 30 days from the end of the month
during which delivery has occurred. There are no balances of accrued or
deferred revenue at the balance sheet date.
Under the RJOA, the Group is entitled to 90% of hydrocarbon revenues produced
whilst in a cost recovery position in the Petišovci area and the Group
records revenue on the entitlement basis accordingly. See strategic report for
further information.
Credit terms are agreed per RJOA contract and are short term, without any
financing component.
The Group has no sales returns or reclamations of services since it has only
one costumer. Sales are disaggregated by geography.
2. Segmental Analysis
The Group has three reportable segments, two operating segments and a head
office segment, as described below. The operations and day to day running of
the business are carried out on a local level and therefore managed
separately. The operating segment reports to the UK head office which
evaluates performance, decide how to allocate resources and make other
operating decisions such as the purchase of material capital assets and
services. Internal reports are generated and submitted to the Group's CEO for
review on a monthly basis.
The operations of the Group as a whole are the exploration for, development
and production of oil and gas reserves.
The three geographic reporting segments are made up as follows:
Slovenia exploration, development and
production
UK head office
US American Helium Oil and
gas leases
The costs of exploration and development works are carried out under shared
licences with joint ventures and subsidiaries which are co-ordinated by the UK
head office. Segment revenue, segment expense and segment results include
transfers between segments. Those transfers are eliminated on consolidation.
Information regarding the current and prior year's results for each reportable
segment is included below.
2024 UK Slovenia US Elims Total
£,000s £'000s £'000s £'000s £'000s
Total revenue - - - - -
Cost of sales - (26) - - (26)
Administrative expenses (1,650) (766) - - (2,416)
Other income 3 - - - 3
Material non-cash items
Depreciation (2) - - - (2)
Fair value loss on financial assets (194) - - - (194)
Fair value gain on derivative liability 43 - - - 43
Finance income 73 - - - 73
Finance costs (206) (1) - - (207)
Reportable segment (loss) before taxation (1,933) (793) - - (2,726)
Taxation - - - - -
Reportable segment (loss) after taxation (1,933) (793) - - (2,726)
Reportable segment assets
Property, plant and equipment 1 - 709 - 710
Other debtors 677 - - - 677
Prepayments 216 - - - 216
Total non-current assets 894 - 709 - 1,603
Other assets 586 386 - (446) 526
Consolidated total assets 1,480 386 709 (446) 2,129
Reportable segment liabilities
Trade payables (491) (294) - - (785)
External loan balances (793) - - - (793)
Inter-group borrowings (219) - - 219 -
Other liabilities - (1,019) - - (1,019)
Consolidated total liabilities (1,503) (1,313) - 219 (2,597)
2023 UK Slovenia Elims Total
£,000s £'000s £'000s £'000s
Hydrocarbon sales - 1,412 - 1,412
Intercompany sales 363 - - 363
Total revenue 363 1,412 - 1,775
Cost of sales - (626) - (626)
Administrative expenses (1,681) (279) - (1,960)
Material non-cash items
Depreciation (1) - - (1)
Impairment (130) - 130 -
Goodwill impairment (38) (1) - (39)
Reportable segment (loss) / profit before taxation (1,487) 506 130 (851)
Taxation
Reportable segment (loss) / profit after taxation (1,487) 506 130 (851)
Reportable segment assets
Property, plant and equipment 3 - - 3
Prepaid abandonment fund - 262 - 262
Investment in subsidiaries - - - -
Intercompany receivables - - - -
Total non-current assets 3 262 - 265
Other assets 765 33 - 798
Consolidated total assets 768 295 - 1,063
Reportable segment liabilities
Trade payables (289) (273) - (562)
External loan balances (189) - - (189)
Inter-group borrowings (209) - 209 -
Other liabilities - (690) - (690)
Consolidated total liabilities (687) (963) 209 (1,441)
3. Operating loss is stated after charging:
Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Employee costs 689 885
Impairment charge - 72
Shared based payment charge 85 105
Depreciation 2 1
Auditor's remuneration:
Audit fees 56 50
832 1,113
4. Employees and directors
a) Employees
The average number of persons employed by the Group, including Executive
Directors, was:
Year ended Year ended
31 December 31 December
2024 2023
Management and technical 6 7
b) Directors and employee's remuneration
Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Employees and directors
Wages and salaries 659 768
Social security costs 64 101
Pension costs 12 3
Share based payments 181 105
Taxable benefits 14 13
930 990
c) Director's remuneration
Please see Remuneration report on pages 40-41
5. Finance costs recognised in the year
Finance costs Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Interest charge on loans (204) (37)
Bank charges (3) (2)
(207) (39)
Please refer to Note 15 for a description of financing activity during the
year.
6. Income tax expense
Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Current tax expense - -
Deferred tax expense - -
Total tax expense for the year - -
The difference between the total tax expense shown above and the amount
calculated by applying the standard rate of UK corporation tax (small profits
rate) to the loss before tax is as follows:
Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Loss for the year (2,726) (855)
Less tax expense 16 (5)
Income tax using the Company's domestic tax rate at 19% (2023: 19%) (515) (162)
Effects of:
Effect of tax rates in foreign jurisdictions (106) 126
Other non-deductible expenses 691 196
Net increase in unrecognised losses c/f (70) (160)
Total tax expense for the year - -
The Group has cumulative tax losses of approximately £230,000 (2023:
£160,000) available to carry forward against future taxable profits.
7. Deferred tax - Group and Company
Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Group
Total tax losses - UK and Slovenia (2,710) (850)
Unrecorded deferred tax asset at 19% (2023: 19%) 515 162
Company
Total losses (1,933) (1,544)
Unrecorded deferred tax asset at 19% (2023: 19%) 367 293
No deferred tax asset has been recognised in respect of the tax losses carried
forward, due to the uncertainty as to when profits will be generated. Refer to
critical accounting estimates and judgments.
8. Earnings per share
Year ended Year ended
31 December 31 December
2024 2023
£'000s £'000s
Result for the year
Total loss for the year attributable to equity shareholders (2,726) (851)
Weighted average number of shares Number Number
For basic earnings per share 238,103,836 171,105,556
Loss per share (pence) (114.49) (49.74)
As the result for the year was a loss, the basic and diluted loss per share
are the same. At 31 December 2024, potentially dilutive instruments in issue
were 183,691,288 (2023: 78,745,880). Dilutive shares arise from share options
and warrants issued by the Company.
9. Financial assets at amortised cost - Group and Company
31 December 2024
£'000s
At 1 January 2024 -
Convertible loan notes receivable 797
Adjustment to recognise at present value (194)
Finance income 71
Foreign exchange adjustment 3
At 31 December 2024 677
On 24 April 2024 the group invested US$1 million (£797k), into GNG Partners
LLC via an unsecured two-year convertible loan note. GNG Partners LLC used
these funds to acquire the assets of Paradox Resources LLC. Other key terms
of the convertible loan notes are as follows:
- Date of maturity of April 2026;
- The notes have a zero-coupon; and
- Converts, at the election of the Company, into 1 million
membership units of GNG.
The convertible loan note is held at amortised cost. Management determined the
present value to be £676,942 using the present value formula, resulting in a
loss of £194,256. Interest income of £71,487 has been recognised and is
being unwound evenly over the period of the loan.
10. Property, plant and equipment
Cost Computer Developed Oil Total
Equipment & Gas Assets £'000s
£'000s £'000s
At 1 January 2023 12 24,166 24,178
Additions - - -
At 31 December 2023 12 24,166 24,178
At 1 January 2024 12 24,166 24,178
Additions - 709 709
At 31 December 2024 12 24,875 24,887
Depreciation
At 1 January 2023 (8) (24,166) (24,174)
Charge for the year (1) - (1)
At 31 December 2023 (9) (24,166) (24,175)
At 1 January 2024 (9) (24,166) (24,175)
Charge for the year (2) - (2)
At 31 December 2024 (11) (24,166) (24,177)
Carrying value
At 31 December 2024 1 709 710
At 31 December 2023 3 - 3
In April 2022, the Republic of Slovenia approved amendments to its Mining Law
which include a total ban on hydraulic stimulation. Consequently, the
operational and development review conducted by the Company determined that
further field development was not economically viable and that the current
producing wells had a remaining production life of 5.5 years hence the full
impairment of the asset in 2022. Details of the impairment judgments and
estimates in the fair value less cost to develop assessment as set out in Note
1.
A 49% direct interest in oil and gas leases, previously 100% held by American
Helium LLC, was obtained on 31 December 2024. The total consideration was
£1,580,000 of which £197,500 was paid in cash post year end, and the
remaining £1,382,500 was settled in shares issued. The share price at the
time of the transaction was lower than the consideration price and therefore
the value has been adjusted by £870,000 to reflect this, leaving a value of
£709,000. The interest in these leases were assessed in accordance with the
requirements of IAS 16 and IFRS 6, and, based on the fact that technical and
commercial feasibility has been demonstrated through proven reserves which
will be revenue generating, it was determined that the leases should be
accounted for as property, plant and equipment under IAS 16 as they are no
longer in the exploration and evaluation phase and therefore IFRS 6 is not
deemed appropriate. The oil and gas leases will be depreciated on a unit of
production basis. This depreciable asset base will be charged to the income
statement based on production in the period over their expected lifetime.
11. Investments - Company
Investments in subsidiaries
2024 2023
£'000s £'000s
Net book value
At 31 December - -
In April 2022, the Republic of Slovenia approved amendments to its Mining Law
which include a total ban on hydraulic stimulation. Consequently, the
operational and development review conducted by the Company determined that
further field development was not economically viable and that the current
producing wells had a remaining production life of 5.5 years and the
investment in subsidiaries was impaired 100%.
The Company's subsidiary undertakings at the date of issue of these financial
statements, which are all 100% owned, are set out below:
Name of company & registered office address Principal activity Country of incorporation % of share capital held 2024 % of share capital held 2023
Ascent Slovenia Limited Oil and gas exploration Malta 100% 100%
Tower Gate Place
Tal-Qroqq Street
Msida, Malta
Ascent Resources doo Oil and gas exploration Slovenia 100% 100%
Glavna ulica 7
9220 Lendava
Slovenia
Trameta doo Infrastructure owner Slovenia 100% 100%
Glavna ulica 7
9220 Lendava
Slovenia
Ascent Hispanic Resources UK Limited Oil and gas exploration England and Wales 100% 100%
5 New Street Square
London EC4A 3TW
Ascent Hispanic Ventures, S.L. Oil and gas exploration Spain 100% 100%
C Lluis Muntadas, 8
08035 Barcelona
Ascent Claim Entitlement SPV Ltd Holding Company England and Wales 100% 100%
All subsidiary companies are held directly by Ascent Resources plc.
Consideration of the carrying value of investments is carried out alongside
the assessments made in respect of the recoverability of carrying value of the
group's producing and intangibles assets. The judgements and estimates made
therein are the same as for investments and as such no separate disclosure is
made.
Investments in associates
Name of company & registered office address Principal activity Country of incorporation % of share capital held 2024 % of share capital held 2023
Ascent D1 Ltd Holding Company England and Wales 49% -
5 New Street Square
London EC4A 3TW
On 11 December 2024, the Company purchased 490 ordinary shares of £1 in
Ascent D1 Ltd, making it a 49% owned associate. The remaining 51% is owned by
Delta Energy Corp Sarl. Summary financial information of Ascent D1 Ltd has not
been presented as it is not material to the financial statements and therefore
there is no share of profit or loss recognised in the statement of
comprehensive income.
12. Trade and other receivables - Group
2024
£'000s 2023
£'000s
VAT recoverable - 9
Prepaid abandonment liability - 262
Prepayments & accrued income 274 314
Unpaid share capital 357 -
631 585
Less non-current portion (216) (262)
Current portion 415 323
The prepaid abandonment liability represents funds the Group has deposited
into a bank account to be made available for the purposes of decommissioning
wells that are currently in production. During the period the prepaid
abandonment fund of £262,000 (EUR 300,000) was impaired to nil as the RJOA
was unilaterally terminated by the Geoenergo Administrator who has confirmed
EUR 250,000 was paid to the state abandonment fund, specifically the Slovenia
Eko fund. The remaining EUR 50k is on account with Geoenergo and forms part of
the insolvency estate. Given these proceeds form part of a wider insolvency
estate, there is currently no certainty about a full recovery of these monies
and in accordance with IFRS reporting standards it has been decided to impair
the remainder of the prepaid abandonment fund.
Post year end, the claim for the repayment of the prepaid abandonment fund has
been put forward in full, given that the wells have been transferred to
Geoenergo. See note 23 for further details.
Unpaid share capital relates to the shares issue on 20 December 2024, which
the funds were received post year end, see note 18 for further details.
13. Trade and other receivables - Company
a) Trade Receivables
2024 2023
£'000s £'000s
VAT recoverable 4 10
Prepayments & accrued income 274 345
Unpaid share capital 357 -
Intercompany receivables (note 13b) 61 -
696 355
Less non-current portion (216) -
Current portion 480 355
b) Intercompany Receivables
Cash 2024 Services Total Cash 2023 Services Total
£'000s £'000s £'000s £'000s £'000s £'000s
Ascent Slovenia Limited - - - - - -
Ascent Resources doo - - - - - -
Trameta doo - - - - - -
Ascent Hispanic Ventures 61 - 61 - - -
61 - 61 - - -
Cash refers to funds advanced by the Company to subsidiaries. Services relates
to services provided by the Company to subsidiaries. The loans are repayable
on demand but are classified as non-current reflecting the period of expected
ultimate recovery.
Management have carried out an assessment of the potential future credit loss
the loans classified as 'stage 3' under IFRS 9 and assessed for lifetime
expected credit loss given their on-demand nature under a number of scenarios.
In April 2022, the Republic of Slovenia approved amendments to its Mining Law
which include a total ban on hydraulic stimulation. Consequently, the
operational and development review conducted by the Company determined that
further field development was not economically viable and that the current
producing wells had a remaining production life of 5.5 years. As at 31
December 2022 the net present value was significantly lower than the carrying
value of the assets which indicated that an impairment of 100% of intercompany
receivables at the Company level was warranted. Impairment for the year under
review was £nil (2023: £130,000).
The intercompany balance with Ascent Hispanic Ventures of £61,000, has also
been assessed for impairment by management. As per the agreement, the total
amount is still receivable, and it is treated as part of the net investment.
No impairment required.
14. Provisions - Group
£000s
At 1 January 2023 663
Foreign exchange movement 27
At 31 December 2023 690
At 1 January 2024 690
Foreign exchange movement (32)
Addition 361
At 31 December 2024 1,019
The amount provided for decommissioning costs represents the Group's share of
site restoration costs for the Petišovci field in Slovenia. The Company had
placed €300,000 (£262,000) on deposit as collateral against this liability,
however this was impaired to nil, (see note 12).
See below note for details on the additional provision recognised in the
Group.
Petrol Geo acted as a service provider to the Company and its Joint Venture
partner Geoenergo. Petrol Geo is a connected party to Geoenergo by virtue of
their common controlling shareholder Petrol d.o.o. Further to a tri-party
agreement signed in March 2023, Petrol Geo agreed to reduced monthly fixed
fees and to be paid directly by the Company on behalf of the Joint Venture
within 5 business days of the Company receiving the relevant monthly
hydrocarbon production revenues from Geoenergo. Geoenergo made payments up to
March 2023 and then for a number of subsequent months no further payments were
made through to the termination of the RJOA on 19 January 2024. Petrol Geo has
therefore only received partial payment of its invoices (relating to those
months where the Company has received some payment from Geoenergo for the
hydrocarbon proceeds produced).
More over, Petrol Geo has been in breach of conducting its services in
accordance with the Manager's (the Company) instructions. Despite numerous
notices of breach and requests to rectify their deficiencies in following
managers instructions the breaches have continued to remain outstanding since
January 2022. In accordance with the terms of the Service Agreement the
manager has the right to suspend making payments while breaches remain
outstanding and ASL has notified Petrol Geo to this effect.
Ascent's lawyers, Senica, have concluded that since this claim is against the
Joint Venture (and therefore the Company) that there may be a less than a 50%
chance of success for the Company and therefore Ascent may be faced with a
decision requiring the full claim amount to have to be paid along with
interest and the costs of the procedure. A provision of £361,000 (EUR
435,000) has therefore been recognised. The Company however has not provided
for receipt of payables claimed, owed and of which have been recognised in the
approved list of tested claims relating to the continuing insolvency
proceedings of Geoenergo d.o.o.( the Company's Slovenian former JV partner)
and the amounts claimed by the Company in its dispute with Petrol Geo under
the Framework Build Operate and Transfer agreement. The Company only expects
to recognise these proceeds if and as and when they have been paid and
received.
15. Borrowings - Group and Company
Group 2024 2023
£'000s £'000s
Current
Borrowings - 184
Convertible loan notes 780 5
Derivative liability - conversion feature 13 -
Non-current
Borrowing - -
793 189
Company
Current
Borrowings - 184
Convertible loan notes 780 5
Derivative liability - conversion feature 13 -
Non-current
Borrowing - -
793 189
Convertible loan notes
In April 2024, the Company entered into a $2million secured fixed coupon loan
facility with RiverFort Global Opportunities ("RiverFort"). Under the
agreement the Company received a first advance of $1million less the historic
debt netted against this of £93,383 leaving a cash receipt of $0.883million
(£708,992) as the loan amount issued on 24 April 2024 (the "Initial Loan").
Further advances will take place subject to mutual agreement between the
Company and RiverFort. The Initial Loan has a 12-month term, during which it
is convertible at a fixed price of 3.22 pence, being a 40% fixed premium to
the issue price. The loan contains a 7% drawdown fee plus transaction closing
costs which were payable via the issue of 2,962,426 new ordinary shares of
0.5p each in the Company.
The Initial Loan has a 15% fixed coupon attached to it, payable on redemption,
and warrants equal to 33% of the Initial Loan amount exercisable at 140% of
the Issue Price at any time during the next four years. The Loan is secured
against a company debenture.
The gross amount of the loan payable is $1million, this has been accounted for
under amortised cost. An effective interest rate of 15% has been applied and
this has been unwound over the term of the loan.
Under IFRS, the conversion feature of the loan has been bifurcated from the
host debt liability and recognised initially at fair value and remeasured to
fair value at the year end reporting date with the movements in fair value
recognised in the profit and loss account. Transaction costs have been
allocated proportionately between the host debt liability and the conversion
feature, with the portion relating to the conversion feature being expensed
immediately in profit and loss account. The portion relating to the host debt
liability has been deducted against the carrying value of the host debt
liability, and the portion relating to warrants deducted against equity. The
host debt liability is accounted for under amortised cost using the
appropriate discount rate which is deemed to be 20%. The warrants are measured
at the residual amount of the transaction price less the fair value of the
conversion feature and the present value of the host debt liability.
The Fair value of the conversion feature was established using an appropriate
model which resulted in a value of £13,592 at the year end. The host debt
liability is £774,545 and the equity component is £123,597. (There is a
brought forward CLN balance of £5,000).
The movement in the loans is analysed as follows:
Cash/Non-cash movement Borrowings & CLN
At 1 January 2024 189
Loan repayment Cash (91)
Addition - Host debt liability Cash 709
Present value adjustment Non-cash (192)
Interest charged on principle Non-cash 203
Transaction costs of the Convertible loan note Non-cash (53)
Foreign exchange adjustment Non-cash 15
At 31 December 2024 780
31 December 2023
£'000s
At 1 January 2023 520
Loan repayment (368)
Interest charged on principle 37
At 31 December 2023 189
Derivative liability - conversion feature
Derivative liability
At 1 January 2024 -
Addition - Derivative liability - conversion feature 56
Fair value adjustment (43)
At 31 December 2024 13
16. Trade and other payables - Group
2024 2023
£'000s £'000s
Trade payables 446 489
Tax and social security payable 29 29
Accruals and deferred income 112 44
Consideration due for the 49% American Helium Investment 198 -
785 562
17. Trade and other payables - Company
2024 2023
£'000s £'000s
Trade payables 157 210
Tax and social security payable 17 29
Accruals and deferred income 119 50
Consideration due for the 49% American Helium Investment 198 -
Intercompany payable 219 209
710 498
18. Called up share capital
2024 2023
£'000s £'000s
Authorised
2,000,000,000 ordinary shares of 0.5p each 10,000 10,000
Allotted, called up and fully paid
3,019,648,452 deferred shares of 0.195p each 5,888 5,888
1,737,110,763 deferred shares of 0.09p each 1,563 1,563
165,567,280 ordinary shares of 0.5p each 1,044 1,044
98,894,774 ordinary shares of 0.5p each 494 -
8,989 8,495
Reconciliation of share capital movement 2024 2023
number
number
At 1 January 208,608,491 152,418,015
Issue of shares during the year 98,894,774 56,190,476
At 31 December 307,503,265 208,608,491
The deferred shares have no voting rights and are not eligible for dividends.
Shares issued during the year
· On 13 May 2024, the Company raised total gross new equity
proceeds of £555,000 from the issue of 24,130,435 new ordinary shares at a
placing price of 2.3 pence per share. This included 2,173,913 shares issued to
C4 Energy Limited, a company in which Andrew Dennan, James Parsons, and Marco
Fumagalli, each have a 25% beneficial interest.
· Also on 13 May 2024, 678,261 new ordinary shares were issued to
James Parsons at an issue price of 2.3 pence per share, totalling £15,600.
· As per the new loan agreement with RiverFort, 2,962,426 new
ordinary shares of 0.5p were issued on 13 May 2024 in respect of a loan
drawdown fee which was payable in shares, totalling £68,136.
· The Company also issued 1,743,348 new ordinary shares of 0.5p
each in the Company as deal fees to an arranger of the GNG investment
transaction on 13 May 2024, totalling £40,097.
· On 18 September 2024, the Company raised total gross new equity
proceeds of £763,170 from the issue of 33,181,304 new ordinary shares to CB
Energy VI,LLC.
· On 20 December 2024, the Company issued 27,650,000 new ordinary
shares for a total price of £1,382,500 as consideration to acquire direct
interest in 49% of American Helium Utah LLC. The market value of the
consideration shares has been accounted for resulting in the fair value of the
shares recognised reduced to £511,525. The total consideration is £709,000
(see note 10).
· On 20 December 2024, the Company also raised total gross new
equity proceeds of £376,000 from the issue of 7,520,000 new ordinary shares
at a price of 5 pence per share.
· Also on 20 December 2024, 1,000,000 new ordinary shares for
£50,000 were issued to a consultant at an issue price of 5 pence per share in
lieu of cash for services rendered between June and November of this year. The
market value of the consideration shares has been accounted for resulting in
the total price recognised reduced to £18,500. Lastly, on the same date,
broker option subscribers were issued 29,000 ordinary shares at a price 5
pence per share, totalling £1,450.
Shares issued during the prior year
· On 4 April 2023, the Company raised total gross new equity
proceeds of £0.4 million from the issue of 13,333,333 new ordinary shares at
a placing price of 3 pence per share.
· On 17 October 2023, the Company issued 42,857,143 ordinary shares
of 0.5p each at a subscription price of 3.5p per share to MBD Partners SA.
Reconciliation of share capital and share premium:
Reconciliation of share capital movement Share capital Share premium
£'000s £'000s Total
£'000s
At 1 January 2024 8,495 77,889 86,384
24,130,435 ordinary shares of 0.5p each 121 434 555
678,261 ordinary shares of 0.5p each 3 12 15
2,962,426 ordinary shares of 0.5p each 15 53 68
1,743,348 ordinary shares of 0.5p each 8 31 39
33,181,304 ordinary shares of 0.5p each 166 598 764
27,650,000 ordinary shares of 0.5p each 138 374 512
7,520,000 ordinary shares of 0.5p each 38 339 377
1,029,000 ordinary shares of 0.5p each 5 15 20
Costs related to share issues (42) (42)
At 31 December 2024 8,989 79,703 88,692
Reconciliation of share capital movement Cash Non-cash
£'000s £'000s Total
£'000s
At 1 January 2024 - - 86,384
24,130,435 ordinary shares of 0.5p each 495 60 555
678,261 ordinary shares of 0.5p each - 15 15
2,962,426 ordinary shares of 0.5p each - 68 68
1,743,348 ordinary shares of 0.5p each - 39 39
33,181,304 ordinary shares of 0.5p each 764 - 764
27,650,000 ordinary shares of 0.5p each - 512 512
7,520,000 ordinary shares of 0.5p each - 377 377
1,029,000 ordinary shares of 0.5p each - 20 20
Costs related to share issues - (42) (42)
At 31 December 2024 1,259 1,049 88,692
19. Other Equity reserves
Equity reserve
At 1 January 2024 -
Addition - Equity feature 124
At 31 December 2024 124
This is the equity component of the coupon loan facility with RiverFort Global
Opportunities (see note 15).
20. Related party transactions
There is no ultimate controlling party for the Company.
Directors
Key management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Group. In the
opinion of the Board, the Group's key management are the Directors of Ascent
Resources plc. Information regarding their compensation is given in Note 4.
678,261 new ordinary shares were issued to James Parsons (note 18).
2,173,913 shares were issued to C4 Energy Limited, a company in which Andrew
Dennan, James Parsons, and Marco Fumagalli, each have a 25% beneficial
interest (note 18).
Ascent Claim Entitlement SPV Ltd, issued 2,885,894 options to Andrew Dennan
and the same amount to James Parsons' too (note 21).
There were no other transactions involving directors during the 2024 financial
year, other than key management remuneration.
Other transactions
MBD Partners SA (a substantial shareholder of the Company) received $25,000 as
a fee for introducing CB Energy VI, LLC to the Company. MBD Partners SA also
participated in the Company's fundraise by investing $250,000. On 30 January
2024, 45,000,000 investor warrants were issued to MBD Partners SA.
There were no other related party transactions in 2024.
21. Share based payments
The Company has provided the Directors, certain employees and institutional
investors with share options and warrants ("Options"). Options are exercisable
at a price equal to the closing market price of the Company's shares on the
date of grant. The exercisable period varies and can be up to seven years once
fully vested after which time the option lapses.
Ascent Resources PLC
Details of the Options outstanding during the year are as follows:
Shares Weighted Average Price (pence)
Outstanding at 1 January 2023 5,158,881 50.05
Granted during the year 2,398,456 -
Expired during the year (544,444) -
Outstanding at 31 December 2023 9,574,004 50.05
Exercisable at 31 December 2023 7,012,893 41.20
Outstanding at 1 January 2024 9,574,004 50.05
Granted during the year - -
Outstanding at 31 December 2024 9,574,004 50.05
Exercisable at 31 December 2024 8,346,226 33.40
Options outstanding at 31 December 2024 have an exercise price of 5p (31
December 2023: 5p) and a weighted average remaining contractual life of 1.4
years (31 December 2023: 5 years). The amount recognised in the income
statement for the year ended 31 December 2024 was £81,047 (2023: £105,069),
which includes the options issued under Ascent Claim Entitlement SPV Ltd
detailed below.
The value of the options is measured by the use of a Black Scholes Model. The
inputs into the Black Scholes Model made in 2022 were as follows:
Share price at grant 4.55
Exercise price 5.00
Volatility 54.4%
Expected life 5 years
Risk free rate 3.23%
Expected dividend yield 0%
Expected volatility was determined by calculating the historical volatility of
the Group's share price over the previous 5 years. The expected life is the
expiry period of the options from the date of issue.
Details of the warrants issued in the year are as follows:
Issued Exercisable from Expiry date Number outstanding Exercise price
30 January 2024 Anytime until 3 October 2028 45,000,000 5.00p
23 April 2024 Anytime until 23 April 2027 1,017,391 2.30p
23 April 2024 Anytime until 23 April 2028 8,043,478 3.22p
23 April 2024 Anytime until 23 April 2028 11,506,098 3.22p
20 December 2024 Anytime until 20 December 2027 22,000,000 5.00p
20 December 2024 Anytime until 20 December 2027 5,000,000 5.00p
20 December 2024 Anytime until 20 December 2027 11,280,000 2.30p
20 December 2024 Anytime until 20 December 2027 43,500 2.30p
Warrants Weighted Average Price (pence)
Outstanding at 1 January 2023 58,121,262 5.20
Granted during the year 13,333,333 5.00
Exercised during the year - -
Expired during the year - -
Outstanding at 31 December 2023 71,454,595 5.00
Exercisable at 31 December 2023 71,454,595 5.00
Outstanding at 1 January 2024 71,454,595 5.00
Granted during the year 103,890,467 3.50
Expired during the year - -
Outstanding at 31 December 2024 175,345,062 4.80
Exercisable at 31 December 2024 175,354,062 4.80
The warrants outstanding at the period end have a weighted average remaining
contractual life of 1.5 years. The exercise prices of the warrants are between
2.30 - 7.50p per share.
Details of the warrants issued during the year ended 31 December 2023 are as
follows:
Issued Exercisable from Expiry date Number outstanding Exercise price
4 April 2023 Anytime until 3 April 2025 13,333,333 5.00p
Ascent Claim Entitlement SPV
On 6 March 2024, the Company's wholly owned subsidiary, Ascent Claim
Entitlement SPV Ltd, issued 6,171,788 options to Directors and certain
employees. The options are exercisable at 0.005p for a period of 20 years
after which time the option lapses.
Details of the share options issued by Ascent Claim Entitlement SPV Ltd and
outstanding during the year are as follows:
Shares Weighted Average price (pence)
Outstanding at 1 January 2024 - -
Granted during the year 6,171,788 -
Expired during the year - -
Outstanding at 31 December 2024 6,171,788 0.005
Exercisable at 31 December 2024 6,171,788 0.005
The inputs into the Black Scholes Model made in 2024 for the options issued
under Ascent Entitlement SPV Ltd were as follows:
Share price at grant 1.32
Exercise price 0.005
Volatility 54.4%
Expected life 20 years
Risk free rate 3.92%
Expected dividend yield 0%
Expected volatility was determined by calculating the historical volatility of
the Group's share price over the previous 5 years. The expected life is the
expiry period of the options from the date of issue.
The value of the options is accounted for using an estimate value of the
future claim outcome.
22. Financial risk management
Group and Company
The Group's financial liabilities comprise CLNs, borrowings and trade
payables. All liabilities are measured at amortised cost. These are detailed
in Notes 15, 16 and 17.
The Group has various financial assets, being trade receivables and cash,
which arise directly from its operations. All are classified at amortised
cost. These are detailed in Notes 12 and 13.
The main risks arising from the Group's financial instruments are credit risk,
liquidity risk and market risk (including interest risk and currency risk).
The risk management policies employed by the Group to manage these risks are
discussed below:
Credit risk
Credit risk is the risk of an unexpected loss if a counter party to a
financial instrument fails to meet its commercial obligations. The Group's
maximum credit risk exposure is limited to the carrying amount of cash of
£111,000 (2023: £475,000) and trade and other receivables of £642,000
(2023: £394,000). Credit risk is managed on a Group basis. Funds are
deposited with financial institutions with a credit rating equivalent to, or
above, the main UK clearing banks. The Company's liquid resources are invested
having regard to the timing of payment to be made in the ordinary course of
the Group's activities. All financial liabilities are payable in the short
term (between 0 to 3 months) and the Group maintains adequate bank balances to
meet those liabilities.
The Group makes allowances for impairment of receivables where there is an ECL
identified. Refer to Note 13 for details of the intercompany loan ECL
assessment.
The credit risk on cash is considered to be limited because the counterparties
are financial institutions with high and good credit ratings assigned by
international credit rating agencies in the UK.
The carrying amount of financial assets, trade receivables and cash held with
financial institutions recorded in the financial statements represents the
exposure to credit risk for the Group.
At Company level, there is the risk of impairment of inter-company receivables
if the full amount is not deemed as recoverable from the relevant subsidiary
company. These amounts are written down when their deemed recoverable amount
is deemed less than the current carrying value. An IFRS 9 assessment has been
carried out as per Note 1.
Market risk
i) Currency risk
Currency risk refers to the risk that fluctuations in foreign currencies cause
losses to the Company.
The Group's operations are predominantly in Slovenia and going forward will be
in the US. Foreign exchange risk arises from translating the euro earnings,
assets and liabilities of the Ascent Resources doo and Ascent Slovenia Limited
into sterling. The Group manages exposures that arise from receipt of monies
in a non-functional currency by matching receipts and payments in the same
currency.
The Company often raises funds for future development through the issue of new
shares in sterling. These funds are predominantly to pay for the Company's
exploration costs abroad in euros. As such any sterling balances held are at
risk of currency fluctuations and may prove to be insufficient to meet the
Company's planned euro requirements if there is devaluation.
The Group's and Company's exposure to foreign currency risk at the end of the
reporting period is summarised below. All amounts are presented in GBP
equivalent.
Group Company
2024 2023 2024 2023
£'000s
£'000s
£'000s
£'000s
Trade and other receivables - - - -
Cash and cash equivalents 91 65 91 1
Trade and other payables (302) (220) - -
Net exposure (211) (155) 91 1
Foreign currency sensitivity analysis
The Group is mainly exposed to the currency of the European Union (the euro)
and the currency of the United States (USD).
The Group operates internationally and is exposed to currency risk on sales,
purchases, borrowings and cash and cash equivalents that are denominated in a
currency other than sterling. The currencies giving rise to this are the euro.
Foreign exchange risk arises from transactions and recognised assets and
liabilities.
The Group does not use foreign exchange contracts to hedge its currency risk.
Sensitivity analysis
The following table details the Group's sensitivity to a 10% increase and
decrease in sterling against the stated currencies. 10% is the sensitivity
rate used when reporting foreign currency risk internally to key management
personnel and represents the management's assessment of the reasonably
possible change in foreign exchange rates. The sensitivity analysis comprises
cash and cash equivalents held at the balance sheet date. A positive number
below indicates an increase in profit and other equity where sterling weakens
10% against the relevant currency.
Euro currency change
Year ended Year ended
31 December 2024
31 December 2023
£'000s £'000s
Group
10% strengthening of sterling 4 20
10% weakening of sterling 2 78
Company
10% strengthening of sterling 1 -
10% weakening of sterling 2 -
USD currency change
Year ended Year ended
31 December 2024
31 December 2023
£'000s £'000s
Group
10% strengthening of sterling 36 -
10% weakening of sterling 64 -
Company
10% strengthening of sterling 36 -
10% weakening of sterling 64 -
ii) Interest rate risk
Interest rate risk refers to the risk that fluctuations in interest rates
cause losses to the Company. The Group and Company have no exposure to
interest rate risk except on cash and cash equivalent which carry variable
interest rates. The Group carries low units of cash and cash equivalents and
the Group and Companies monitor the variable interest risk accordingly.
At 31 December 2024, the Group and Company has GBP loans valued at £780,000
(2023: £184,000) with an interest rate of 15% (2023: 8%) per annum.
iii) Liquidity risk
Liquidity risk refers to the risk that the Company has insufficient cash
resources to meet working capital requirements.
The Group and Company manages its liquidity requirements by using both short-
and long-term cash flow projections and raises funds through debt or equity
placings as required. Ultimate responsibility for liquidity risk management
rests with the Board of Directors, which has built an appropriate liquidity
risk management framework for the management of the Group's short-, medium-
and long-term funding and liquidity management requirements.
The Group closely monitors and manages its liquidity risk. Cash forecasts are
regularly produced, and sensitivities run for different scenarios (see Note
1). For further details on the Group's liquidity position, please refer to the
Going Concern paragraph in Note 1 of these accounts.
Group Company
Categorisation of Borrowings 2024 2023 2024 2023
£'000s
£'000s
£'000s
£'000s
Less than six months - loans and borrowings - 184 - 184
Less than six months - trade and other payables - - - -
Between six months and a year 785 - 785 -
Over one year - - - -
Capital management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to shareholders through the
optimisation of the balance between debt and equity. The Group reviews the
capital structure on an on-going basis. As part of this review, the directors
consider the cost of capital and the risks associated with each class of
capital. The Group will balance its overall capital structure through new
share issues and the issue of new debt or the repayment of existing debt.
There are no externally imposed capital requirements.
Fair value of financial instruments
Set in the foregoing is a comparison of carrying amounts and fair values of
the Group's and the Company's financial instruments:
Categorisation of Financial Assets and Liabilities - Group Carrying amount Year ended 31 December Fair Value Year ended 31 December Carrying amount Year ended 31 December Fair Value Year ended 31 December
2024 2024 2023 2023
Financial assets held at amortised cost
Cash and equivalents - unrestricted 111 111 475 475
Loan receivable (note 9) (amortised cost) (non current) 677 677 - -
Trade and other receivables (non current) 216 216 - -
Trade and other receivables (current) 415 415 394 394
Financial liabilities (current)
Trade and other payables held at amortised cost 785 785 562 562
Derivative liability (fair value through profit/loss) 13 13 - -
Loans at fixed rate held at amortised cost 780 780 184 184
Capital management - Company Carrying amount Year ended 31 December Fair Value Year ended 31 December Carrying amount Year ended 31 December Fair Value Year ended 31 December
2024 2024 2023 2023
Financial assets held at amortised cost
Cash and equivalents - unrestricted 106 106 410 410
Loan receivable (note 9) (amortised cost) (non current) 677 677 - -
Trade and other receivables (non current) 216 216 - -
Trade and other receivables (current) 480 480 355 355
Financial liabilities (current)
Trade and other payables held at amortised cost 491 491 289 289
Derivative liability (fair value through profit/loss) 56 13 - -
Loans at fixed rate held at amortised cost 780 780 184 184
Convertible loan at fixed rate
The convertible loan has been recorded at amortised cost.
Trade and other receivables/payables and inter-company receivables
All trade and other receivables and payables have a remaining life of less
than one year. The ageing profile of the Group and Company receivable and
payables are shown in Notes 12, 13, 14, 15, 16 & 17.
Cash and cash equivalents
Cash and cash equivalents are all readily available and therefore carrying
value represents a close approximation to fair value.
23. Commitments and contingencies
Decommissioning costs for the JV wells (Pg-10, Pg-11a and D-14) were agreed to
be €345.2k between the JV partners and the relevant Slovenian ministry in
2013 when the RJOA was signed. Decommissioning costs become payable at the
end of a wells operational life and a provision for decommissioning costs is
made only when a well is put into production. With the change in the Slovenian
mining law in in April 2022 creating a ban on hydraulic stimulation, further
development of the concession through hydraulic stimulation is now impossible.
A provision of £690,000 (Note 14) has been made for the decommissioning of
the PG10, PG11A and D-14 wells and represents the Company's estimate of the
Group's share of the restoration costs for the JV wells (i.e. non-baseline
wells) in the Petišovci field. During the year the Company's Slovenian JV
partner, who is also the concession holder, filed for self appointed
insolvency and an administrator was appointed on 19 January 2024. The
Administrator unilaterally terminated the RJOA which had provisions relating
to the automatic handover of ASL's interest in JV wells and infrastructure
which existed prior to the signature of the RJOA in October 2013, which
included the Pg-10 and Pg-11a wells which were subsequently transferred to
Geoenergo on an "as-is" basis (i.e. as a producing well without any immediate
abandonment obligations). Accordingly ASL is pursuing re-imbursement of the
€300k pre-paid on account for the purpose of pre-funding abandonment
liability. ASL has had c.€52k of this claim approved in the insolvency
proceedings and post period in review ASL has resumed the suspended
arbitration proceedings against Geoenergo to receive resolution on the
disputed amounts of up to c.€248k. Upon completion of the insolvency
proceedings Ascent expects to then consider to revise this contingent
provision down to zero.
Additionally, ASL is defending a claim on behalf of the JV brought by the
service provider, Petrol Geo d.o.o. (a connected party to the JV partner,
Geoenergo d.o.o. by virtue of their common controlling shareholder Petrol
d.o.o.) relating to alleged non payment of invoices which were i) either due
within 5 days of ASL's receipt of payment from the relevant monthly
hydrocarbon production proceeds (which ASL never received from Geoenergo); or
ii) were issued for services alleged to be provided after the termination of
the service agreement (which was automatic upon the termination of the RJOA).
Accordingly the Company has provided for a contingency in the event the
defence of this claim is unsuccessful.
Finally the Company also has a number of potential claim receivables in the
form of amounts claimed, owed and approved in the Geoenergo d.o.o. insolvency
process and amounts claimed back from Petrol Geo. D.o.o. under the Framework
Build Operate Transfer agreement. The Company is not providing for these
potential receivables and will only recognise them if/as and when they are
paid and received.
24. Events subsequent to the reporting period
On 28 January 2025, 1,149,058 new ordinary shares of 0.5 pence each were
issued at a price of 2.3pence.
On 20 February 2025, a general meeting was held, and the resolution to
authorise the redesignation of existing preference shares was passed, as well
as the resolution to carry out a new bonus issue, pursuant to which every
shareholder of the Company will receive one preference share issued fully paid
up. The nominal value of the preference shares shall be paid up by the Company
capitalising £15,375 standing to the credit of the Company's share premium
account.
In May 2025, the Company continued to advance its strategic pivot towards the
U.S. onshore oil & gas and helium sector with significant developments
announced on 22 May 2025. The Company entered into conditional agreements,
subject to shareholder approval for the issuance of new shares, to acquire a
49% direct non-operated interest in a portfolio of producing and prospective
oil and gas leases in west Colorado, operated by Locin Oil Corporation,
spanning over 100,000 acres. This acquisition, for a consideration of US$2.5
million, was to be satisfied through the issuance of US$0.6 million in new
shares at 0.5 pence per share and a US$1.9 million three-year convertible loan
note with a conversion price of 1.0 pence per share and a 6.5% annual interest
rate. The Colorado leases hold proved reserves (PDP and PDNP) of 8.06 Bcf of
natural gas net to the joint operating agreement partners, with current
production averaging 2 MMscfd in 2024 and potential for helium content up to
1.2%. Additionally, the Company conditionally acquired a 10% direct
non-operated interest in a portfolio of approximately 80,000 acres of oil,
gas, and helium-rich leases in northern Utah, operated by ARB Energy LLC, for
US$750,000, satisfied by issuing 111,940,299 new shares at 0.5 pence per
share. This Utah portfolio includes proved developed producing reserves of 8.7
Bcf of natural gas, with production averaging 2.3 MMscfd in 2024 and helium
content up to 0.54%. Ascent also secured rights to earn a 50% economic
interest in incremental production from existing wells through work programs
and an option to acquire a further 23% interest in the Utah leases for US$1.5
million by 15 October 2025.
In addition to Proven Reserves, the Arb Energy Utah leases have multiple
potential upsides in up-dip and on-trend step out prospects which Arb Energy
Utah estimated to have Proved Undeveloped Reserves of 44 Bcf, Probable
Reserves of a further 23 Bcf and Prospective Resources of an additional 109
Bcf of natural gas with potentially 1.3 Bcf of Helium included as well. The
JOA partners have also agreed to jointly evaluate the prospect inventory with
a view to high-grading the opportunity set over the coming months. In these
evaluations the partners expect to target the Entrada formation which has a
high helium content association of up-to 1% contained within the produceable
natural gas and condensate volumes. Ahead of then the Company and ARB expect
to initiate a number of work operations on existing well bores to install
artificial lift technologies designed to be low cost and low risk operations
which can meaningfully enhance existing production.
Locin Oil Corporation has also identified a number of material prospects into
target structures which have previously tested or produced gas in the 1960's
and 70's as well as on-trend step-out prospects estimated by Locin Oil
Corporation to have gross Prospective Resources of an additional 663 Bcf of
natural gas with potentially up to 5.3 Bcf of Helium included as well. Ascent
and Locin have also agreed to jointly evaluate the prospect inventory with a
view to high-grading the opportunity set over the coming months. In these
evaluations the partners also expect to target the Entrada production
formation which has a high helium content association contained within the
produceable natural gas and condensate volumes.
To support these acquisitions and ongoing operations, Ascent raised gross
proceeds of £1.35 million (US$1.8 million) through the issuance of
270,000,000 new shares at 0.5 pence per share. The Company also partially
redeemed US$300,000 of its senior secured loan with RiverFort Global
Opportunities, also converting US$100,000 of the principal into 10,300,465
shares at 0.7245 pence per share, and reprofiled the remaining US$1,053,683
balance, extending the maturity to 22 April 2027 with a fixed conversion price
of 1.0 pence per share. Additionally, 18,439,431 existing warrants to
RiverFort were amended to an exercise price of 1.0 pence, and new warrants
equivalent to 35% of the reprofiled debt were issued at the same price.
Further to the Company's transformation over the last twelve months, which
include significant advancement of its Slovenian legacy claims and a
successful repurposing of the Company to focus itself on growing onshore US
oil and gas with helium assets, the Company proposes to appoint Mr David
Patterson as Chief Executive Officer and Director of the Company. David is an
experienced oil and gas explorer and geologist who has over 43 years of
experience in the oil and gas industry experience onshore U.S. which includes
a number of years of work in Utah and Colorado where most notably David was VP
Geology for Rose Petroleum Plc (now called Zephyr Energy Plc) where he lead
the evaluation of over 250,000 acres of leases in Utah. David has held
previous roles which include VP and manager of Exploration, VP of Geology,
Supervisor of Reserves and Senior Geological Engineer in prior roles through
his career. David is currently VP of Exploitation at D3 Energy (where he will
also continue his role) and will be retained by the Company for his services
to Ascent with an annual salary of US$120,000 per annum, relating to which the
Company has agreed with American Helium, Locin Oil and ARB Energy that Ascent
can recharge the respective joint operations the full annual salary such that
Ascent expects to pay $43,200 of this amount per annum, along with an options
package whereby new options will be granted in the Company exercisable at a
price of 1p per Option, which shall vest over 3 years and be exercisable over
the following 2 years thereafter. David will be appointed to the Board and
position of CEO following the Company's next annual general meeting, subject
to completion of customary director on-boarding checks.
Post period under review, Mr Andrew Dennan has elected not to stand for
re-election at the Company's upcoming AGM and will retire as Director and
Chief Executive Officer of the Company upon the convening of the AGM. Andrew
has led Ascent for five years and feels this transformative moment is the
right time to step aside as the business enters a new phase with a particular
focus on the US. He will continue to support the Company during an extended
handover period to the proposed new CEO and will in addition continue to
support the Company in its pursuit of the Company's highly valuable claims
against the Republic of Slovenia under the Energy Charter Treaty, as well as
in insolvency and associated proceedings against its Slovenian former JV
partner and service provider. His detailed knowledge of these ongoing
processes remains invaluable to Ascent. The Board are very thankful for the
leadership and strategic input from Andrew over the last five years, where he
has been instrumental in defending the Company's interests in Slovenia and
re-purposing the Company to execute its new US onshore growth strategy and
wish him success in future pursuits. The Company also announces that as part
of the refining of its board composition it no longer intends to immediately
appoint a Chairman to the Board and accordingly the Company will now not be
appointing Mr Gilles Thieffry to that position as previously announced on 9
December 2024. Mr Jean-Michel Doublet will assume the role of Interim
Chairman.
Additionally, as part of positioning the Company to grow via a production lead
strategy onshore US, the Company is implementing certain cash preservation
measures which include current C-suite and Board of Directors of the Company
agreeing to reduce the cash component of their employment and/or service
contracts by 30% over the next six months and their corresponding intention to
settle these owed amounts, by subscribing for equity on the same terms as the
placing (above), as soon as they are either out of a closed period or
otherwise not in receipt of insider information and can cause a PMDR dealing.
Furthermore the Company also expects to implement further cost saving
measures, which in aggregate with the above changes are expected to reduce the
general and administrative cash costs of the business by approximately 20% per
annum, with such savings expected to be realised through 2H 2025 and beyond.
Publication of the Annual Report
The Company confirms that the Company's annual report and financial statements
for the year ended 31 December 2024 (the "Annual Report") will be published to
shareholders and will be on the Company's website shortly.
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