REG - Ascent Resources PLC - Interim results for the period ended 30 June 2025
29/09/2025 07:00
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RNS Number : 1060B Ascent Resources PLC 29 September 2025
29 September 2025
Ascent Resources plc
("Ascent" or the "Company")
Interim results for the period ended 30 June 2025
Ascent Resources Plc (LON: AST), the onshore US focused oil & gas company,
("Company") is pleased to report its interim results for the six months
ended 30 June 2025.
Highlights:
· Completion of shareholder distribution with ring-fenced access to
41% of the net proceeds received in relation to a positive outcome of the
Company's significant Energy Charter Treaty ("ECT") damages claim.
· Conclusion of the hearing on merits and quantum in relation to
the Company's significant ECT damages claim against the Republic of Slovenia.
· Expansion of the Company's footprint in the United States of
America and significant increase in exposure to proven reserves with
acquisitions of interests in oil and gas with helium leases owned and operated
by ARB Energy Utah LLC in Utah and leases owned and operated by Locin Oil
Corporation in Colorado.
· Positive decision received in Ascent's favour relating to long
standing dispute with Geoenergo D.o.o. (in administration) relating to amounts
Ascent is owed from historic production but which Geoenergo refused to
previously pay to Ascent.
· Board changes initiated, reprofiling of senior secured debt,
implemented G&A cash cost reduction exercise and new funding secured.
Post Period End Highlights:
Arbitration Outcome:
· On 3 July 2025 the Company announced that the arbitration
initiated in December 2024 against former Slovenian joint venture partner
Geoenergo d.o.o. concluded in favour of the Company's wholly owned subsidiary,
Ascent Slovenia Limited.
· Ascent Slovenia Limited was awarded €4,990,976 plus interest
from 19 January 2024.
· Actual recovery of these funds depends on the finalisation of
Geoenergo's administration process.
Leadership Changes:
· On 9 July 2025, David Patterson was appointed as Chief Executive
Officer.
· On 30 July 2025, Jean-Michel Doublet became Independent
Non-Executive Chairman.
Share Issuance on 15 July 2025:
· 215,274,654 new Ordinary shares (0.5 pence nominal value each)
were issued.
· 89,552,239 shares to Locin Oil Corporation for a 49% interest
in certain Colorado oil and gas leases.
· 111,940,299 shares to Arb Energy Utah, LLC for a 49% interest
in certain Utah oil and gas leases.
· 13,782,116 shares to C-suite and certain Directors, reflecting a
30% reduction in their cash compensation for six months, with settlement via
equity on the same terms as the 22 May 2025 placing.
· 6,891,058 new warrants were issued to C-suite and Directors in
respect of these shares, as per the 22 May 2025 placing terms.
Energy Charter Treaty (ECT) Claim Update:
· On 23 September 2025, the Company announced that, regarding its
ICSID-registered ECT claim against the Republic of Slovenia, the Arbitration
Tribunal has no further questions for the parties.
· No further substantive submissions are expected.
· The Tribunal's award on merits is expected towards the end of Q1
2026, with further updates to follow as necessary.
Enquiries
Ascent Resources plc info3@ascentresources.co.uk
Jean-Michel Doublet
Zeus, Nominated Adviser & Broker 0203 829 5000
James Joyce / James Bavister
Novum Securities, Joint Broker 0207 399 9400
Jon Belliss / Colin Rowbury
Fortified Securities, Joint-Broker 0203 411 7773
Guy Wheatley
Shard Capital Partners LLP, Joint-Broker 0207 186 9952
Damon Heath
Chairman's Statement & Report
I am pleased and honoured to be addressing you for the first time as the new
Chairman of your Company and to update you on progress through the first half
of 2025 (the "Period" or "H1 2025"), which has seen significant evolution of
Ascent Resources Plc's ("Ascent") as it continues to focus on growth in the
U.S. oil and natural gas and helium markets in tandem with continued pursuit
of the Company's legacy matters rooted in Slovenia. Key highlights for the
first half of the year include:
- Completion of shareholder distribution with ring-fenced access
to 41% of the net proceeds received in relation to a positive outcome of the
Company's significant Energy Charter Treaty ("ECT") damages claim;
- Conclusion of the hearing on merits and quantum in relation to the
Company's significant ECT damages claim against the Republic of Slovenia;
- Expansion of the Company's footprint in the United States of
America and significant increase in exposure to proven reserves with
acquisitions of interests in oil and gas with helium leases owned and operated
by ARB Energy Utah LLC in Utah and leases owned and operated by Locin Oil
Corporation in Colorado;
- Positive decision received in Ascent's favour relating to long
standing dispute with Geoenergo D.o.o. (in administration) relating to amounts
Ascent is owed from historic production but which Geoenergo refused to
previously pay to Ascent; and
- Board changes initiated, reprofiling of senior secured debt,
implemented G&A cash cost reduction exercise and new funding secured.
Shareholder Distribution
The first half of 2025 has seen the Company implement a shareholder
distribution with rights to redeemable A2 Preference Shares which enfranchises
the holder to receive their relevant pro rata portion of 41% of the net
economic proceeds which may be realised in the Company's significant and
well-advanced ECT damages claim against the Republic of Slovenia ("ROS"). The
Company still retains 100% ownership and decision-making control in relation
to the claim and retains a direct 10% economic interest in the net amounts
received in the event of a successful claim and payment of damages award. This
distribution was completed following engagement with shareholders and to
enfranchise those that held the Company's shares on the record date with a
ring-fenced access to a further portion of the proceeds to be received in the
event of a positive claim outcome, that would not be diluted in the event of
any future changes in the Company's issued share capital.
ECT Claim Progress
The ECT claim has continued to proceed in accordance with the timetable
previously agreed at the opening of the arbitration proceedings. Notably
during H1 2025, the Company and its lawyers attended the hearing on merits and
quantum which was scheduled over five days in April this year and held in
Paris. After the period under review both parties have submitted their
respective post hearing briefs and the Company has been notified by the
Arbitration Tribunal that no further submissions are required in the
proceedings. In accordance with the 2022 ICSID Convention Arbitration Rules, a
tribunal must aim to render its award within 240 days after the last
submission in the proceedings. The Company therefore expects to receive the
Arbitration Tribunal's award on merits towards the end of Q1 2026. It should
be cautioned that in the event the Company is successful in its claim any
amount received by the Company may be significantly lower than the amount
claimed.
Update on GNG Partners LLC Lisbon Valley gas processing plant investment and
49% interest in American Helium LLC operated oil and gas with helium leases in
Utah and Colorado
Further to the Company's investment in GNG Partners LLC ("GNG") (the owners of
the Lisbon valley natural gas and helium processing plant in Utah - as
announced in April 2024) and the acquisition of a 49% interest in oil and gas
leases operated by American Helium LLC in Utah and Colorado, the Company is
pleased to update shareholders that post period under review GNG have signed a
non-binding term sheet for an investment from a strategic investor which is
expected to provide sufficient funding for GNG to complete the recommissioning
and further enable the development of the 60 mmscfpd nameplate Lisbon Valley
natural gas and helium processing plant in Utah, which was shut-in at the
beginning of the year for maintenance and repair works. Subject to the closing
of the proposed financing, the Plant is now expected to be back on line and
processing gas from upstream producers by the calendar year end with the
helium purification unit expected to be back online and purifying a five "9s"
(99.999%) gaseous helium by that time and with the 550 mscfpd helium liquefier
now expected to be recommissioned in H1 2026.
As a result of the indicated investment into and subsequent resumption of gas
processing operations, Ascent and American Helium are positioned to resume
production from their existing well bores which are already connected to the
GNG gas gathering transmission system, and which were producing circa 3.2
mmscfpd gross to the JOA partners interests through H2 2024, prior to being
shut-in alongside the GNG plant earlier this year. The resumption of gas
processing activities by GNG and resumption of gas production from the
American Helium operated leases in Utah and Colorado will be a landmark event
for the Company and we look forward to updating shareholders on progress
through this exciting recommissioning and initial ramp up phase.
Expansion of entry into U.S. Onshore Oil and Natural Gas and Helium Sector
Consistent with the Company's prior move in 2024 into U.S. onshore oil,
natural gas and helium markets, the Company announced in May 2025 a
fundraising of £1.35 million combine with
- the acquisition of a 49% direct interest in over 100,000 acres
of oil and gas leases in Colorado owned and operated by Locin Oil Corporation
for a total consideration of US$2.5 million;
- an initial acquisition of a 10% interest in 80,000 acres of
leases owned and operated by ARB Energy LLC in Utah for a consideration of
US$750,000; and
- changes to its Board including the decision by Andrew Dennan not
to stand for re-election as Director at the Company's upcoming AGM, following
which he retired as Director and Chief Executive Officer of the Company. After
completion of customary on-boarding checks, the Company, post period under
review, appointed David Patterson, a seasoned U.S. onshore oil and gas veteran
with over 43 years of experience in oil and gas exploration and production as
Chief Executive Officer and Director of the Company.
These acquisitions are consistent with the Company's strategy to grow onshore
U.S. focused portfolios which have proved producing reserves and significant
prospective upside in up-dip, step-out, and well deepening opportunities, to
target natural gas reservoirs in formations that tested high helium
concentrations such as Leadville, McCracken and Entrada formations.
Accordingly, the Company entered into an agreement and joint operating
agreement ("JOA") to acquire a 10% direct non-operated interest in oil and gas
leases owned and operated by ARB Energy Utah, LLC ("ARB") which includes a
portfolio of approx. 80,000 acres of oil and gas and helium rich leases in
Northern Utah. The Company acquired these interests for a total consideration
of US$750,000 which was satisfied with the issue of new shares at the same
price as the capital raise completed in May 2025 (as set out further below)
such that ARB received 111,940,299 new shares in the Company. Additionally,
the Company has secured a 50% economic interest in the incremental production
generated from existing well bores where the Company invests in 100% of the
capital needed to implement low-cost work programs to install artificial lift
technologies aimed at enhancing immediate production. The Company also has the
right to have a 50% direct interest in leases where the JOA partners drill a
new well in the future, as well as the option to acquire a further 23% direct
interest in the leases by paying a cash consideration of US$1.5 million on or
before 15 October 2025. As part of this transaction, the Company has also
agreed to issue to Mr Humberto Sirvent, CEO of ARB Energy with 18,656,716
warrants exercisable at 1.0 pence per share over 3 years.
The ARB portfolio has Proved Reserves (PDP plus PDNP) of 8.9 Bcf of natural
gas net to the JOA partners (APN Energy Consultants LLC Appraisal of Reserves
Report dated 1 June 2024 prepared using the standard petroleum engineering
practices in conformity with the SPE Petroleum resources Management System
guidelines). The leases have 147 well bores, of which 110 are currently
producing. The average aggregate daily production rate from these wells in
2024 was approx. 2.3mmscfpd which resulted in net earnings of US$496,134.
ARB has tested the gas composition of many of the existing wells and
identified up to 0.54% helium content in the producing gas streams. The leases
have multiple potential upsides in up-dip and on-trend step-out prospects
which ARB has 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. At the time of signature of the transaction documents, the JOA
partners agreed to jointly evaluate the prospect inventory with a view to high
grading the opportunity set which is work that is currently on-going and
expected to be finalised in the second half of 2025. In these evaluations the
partners are evaluating targets in the Entrada formation which has a high
helium content association of up-to 1% contained within the produceable
natural gas and condensate volumes.
Shortly after announcing the transaction, towards the end of June, the Company
and ARB initiated workover operations focusing on the Wolf Point acreage in
Utah where they had identified potential to connect 4 shut-in wells to a
low-pressure gas transmission system and put them back into production. This
operation was implemented and the initial four previously shut-in wells were
brought back into production in July with initial production rates
significantly higher than expected and have continued to produce since July
with a stabilised flow rate of approx. 350 mmcfpd. Subsequent to these
successful operations, a further four wells were targeted with workover
operations.
At the same time as the ARB acquisition described above, the Company also
entered into an agreement and joint operating agreement ("JOA") to acquire a
direct non-operated interest in 49% of the oil and gas leases owned and
operated by Locin Oil Corporation ("Locin") which includes a portfolio
spanning more than 100,000 acres of oil and gas and helium rich leases in
western Colorado. Ascent agreed to acquire this interest for a total
consideration of US$2.5 million which was satisfied with the issue of new
shares in Ascent at the placing price for an aggregate value of US$600,000
(as set out further below) such that Locin received 89,552,239 new shares in
the Company and the issue by Ascent to Locin of a vendor note for an amount of
US$1.9 million which has a 3-year term and can be converted into shares in
Ascent at a conversion price of 1.0 pence per share (being a 100% premium to
the price of the placing completed in May 2025) and accruing interest at a
rate of 6.5% per annum, payable quarterly in arrears after the one year
anniversary of issue ("Vendor Note"). The issue of the Vendor Note was to
facilitate the Company's acquisition of 49% interest in the oil and gas leases
owned by Locin without Locin and its affiliates holding more than 29.9% of the
Company's enlarged share capital at any time. Accordingly, the conversion
rights under the Vendor Note can only be exercised in the event they do not
cause Locin and/or its concert party to hold more than 29.9% of the enlarged
share capital.
Locin's asset position in Colorado is a portfolio of oil and gas leases which
has Proved Reserves (PDP plus PDNP) of 8.06 Bcf of natural gas net to the JOA
partners (APN Energy Consultants LLC Appraisal of Reserves and Revenues report
dated 1 June 2024 prepared using the standard petroleum engineering practices
in conformity with the SPE Petroleum resources Management System guidelines).
The leases have 333 well bores, of which approximately 115 wells are currently
producing, having averaged daily production rates of approx. 2mmscfpd
throughout 2024 and generated net earnings of US$535,798. Additionally, there
is a further ~3mmscfd of currently shut-in production pending the relocation
of a third party's gas processing plant. The Company and Locin believe that
such gas assets, (i) with proved production, (ii) adjacent to existing
infrastructure and (iii) located in cool environments, are well suited for
development of wellhead AI data centres and intend to evaluate partnerships to
commercialise gas via collaboration and strategic alignment with AI data
centre developers.
Locin has tested the gas composition of several of the existing wells and has
identified up-to 1.2% helium concentration in the producing gas streams. Also,
Locin has identified several 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 to have gross Prospective
Resources of an additional 663 Bcf of natural gas and potentially up to 5.3
Bcf of helium. Ascent and Locin have agreed to jointly evaluate the prospect
inventory with a view to high grading the opportunity set over the coming
months. In these evaluations, partners expect to target the Entrada producing
formation which has a high associated helium content.
Slovenian Joint Venture Partner Insolvency & related disputes
Further to the Company's wholly owned subsidiary Ascent Slovenia Limited
("ASL") receiving a favourable interim award in Q4 2023 in relation to ASL's
Slovenian arbitration claims for payment of 90% of the proceeds received by
its joint-venture partner and the subsequent self-appointed insolvency of the
joint-venture partner, after the period under review, ASL received a final
award confirming that the amounts it claimed as owed were indeed owed to it.
Accordingly, the tribunal decision confirms that ASL's interpretation of the
terms of the Restated Joint Operating Agreement (the governing document and
rules for the joint venture as amended in 2013) ("RJOA") is the correct one
and has awarded ASL a further €4,990,976 plus interest since 19 January 2024
until payment in revenues owed to it from production above the baseline
production profile, which is in addition to the amounts of €2,890,519.17
which has already been accepted by the Geoenergo administrator
("Administrator") and approved by the relevant insolvency court. Whilst ASL is
entitled to these amounts, the recovery of these payments is subject to the
finalisation of the administration of Geoenergo and consequently ASL may
recover less than the full amount of what it is owed. Furthermore, the
tribunal has also awarded costs of €79,234.83 which were claimed by ASL
ahead of the insolvency of Geoenergo and which are now expected to be approved
creditor claims in the Geoenergo insolvency estate and further amounts of
€56,825 which are instructed to be paid in cash.
Separately to the award above, ASL has also been invited by the insolvency
court to enter mediation with the Administrator in relation to the
Administrator's attempts to challenge the jurisdiction of the arbitration
tribunal which was lodged around the time ASL requested to resume the
arbitration proceedings. ASL believes the administrators position on this is
also manifestly wrong, a view which was supported by the tribunal which
included one Slovenian senior judge (former Supreme and Constitutional Court
Judge) but remains hopeful that an amicable agreement can be reached with the
Administrator in the near term. The Company also continues its disputes with
Geoenergo's connected party and joint-venture service provider Petrol Geo
d.o.o. and expects outcome of the Service Agreement (the agreement with which
ASL and Geoenergo, together as joint-venture partners, entered into at the
same time as the RJOA to appoint Petrol Geo to operate the joint venture
wells) dispute in H2 2025, whereas the Framework Build Operate Transfer
Agreement (an ancillary agreement between the joint venture partners and
Petrol Geo relating to operation and future transfer of joint venture plant
and property upon termination of the RJOA or concession contract and which was
signed at the same time as the other agreements) dispute will is in the final
stages of mediation, which if unsuccessful will likely result in ASL
initiating arbitration.
Board Changes & Cost Savings
Further to the Company's transformation over the last eighteen 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 proposed to appoint David
Patterson as Chief Executive Officer and Director of the Company, which was
completed following customary on-boarding due diligence checks after the
period under review. David is an experienced oil and gas explorer and
geologist who has over 43 years of experience in the oil and gas industry
onshore U.S. which includes several 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 led 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 Partner and
Technical Manager of Navarro Energy where he will also continue his role and
he is retained by the Company for his services to Ascent with a salary of
US$120,000 per annum, relating to which the Company has agreed with American
Helium, Locin and ARB Energy that Ascent can re-charge the respective joint
operations the full annual salary such that Ascent expects to pay US$43,200 of
this amount per annum.
During the period under review, Mr Andrew Dennan elected not to stand for
re-election at the Company's upcoming AGM and retired as Director and Chief
Executive Officer of the Company upon the convening of the AGM. Andrew has led
Ascent for five years and felt this transformative moment was the right time
to step aside as the business enters a new phase with a particular focus on
U.S. onshore assets. 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 ECT, as well as in insolvency and
associated proceedings against its Slovenian former joint-venture 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 U.S. onshore growth strategy and wish him
success in future pursuits.
During the period under review the Company also announced that as part of the
refining of its board composition it no longer intended 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 initially assumed the role of Interim Chairman,
which after the period under review was cemented with his appointment as
Non-executive Chairman of the Company becoming effective.
Additionally, as part of positioning the Company to grow via a production-led
strategy onshore U.S., the Company has implemented 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
which was completed in June 2025. 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 H2 2025 and beyond.
Corporate
In May 2025, in support of the Company's expanded investment in U.S. onshore
gas and helium markets, the Company successfully announced the raise of £1.35
million (US$ 1.8 million) of additional equity via the issue of new shares at
a placing price of 0.5 pence per new share. The new shares were issued with
one warrant attached to every two placing shares subscribed for with the
warrants being exercisable at a price of 1p per new warrant share at any time
over the next two years. The Company also successfully re-profiled its
existing senior secured debt with RiverFort by using £224,000 (US$0.3
million) of the fundraising proceeds to partially redeem in cash part of the
RiverFort senior secured loan (as originally announced on 22 April 2024) and
RiverFort agreed to convert US$100,000 of loan principal into equity at a
price of 0.7245 pence per share (representing a 44% premium to the fundraising
issue price).
The Company has further agreed with RiverFort to extend the remaining balance
of the senior secured loan, being US$1.05 million (inclusive of remaining
principal and outstanding coupon) on the same terms as announced 22 April
2024, save that the balance outstanding will accrue a 10% extension fee which
will be added on to the outstanding balance and the loan notes will be amended
with an extension of the maturity date to 22 April 2027. The loan notes have
retained a fixed conversion price of 1p per conversion share throughout the
term of the loan note through to the extended maturity date, save as if the
Company issues new equity securities at a price below 0.71 pence per new share
during the term of the loan then the conversion price will automatically reset
to a 40% premium to such future placing price in the event it is less than
0.71 pence per new share. Furthermore, Ascent expects to redeem US$250,000 of
principal on the 22 April 2026 and to amend the warrant deeds relating to
18,439,431 existing warrants such that they are exercisable at 1p per warrant
share at any time over the next four years and the Company has agreed to issue
RiverFort with warrants equal to 35% of the reprofiled debt amount exercisable
at 1p per warrant share. For the avoidance of doubt this re-profiling of
senior secured debt is at a fixed conversion price, and the lender will not
have any rights to convert into new equity of Ascent at a price below this
level during the term of the loan notes.
The balance of new fundraising proceeds raised are being used to fund Ascent
corporate costs and investment in the initial campaign to install artificial
lift technologies on at least six existing wells included in the newly
acquired ARB Energy acreage. Furthermore, the 9,480,000 million warrants
issued to the December 2024 subscribers have reset in accordance with their
terms such that there is now a revised total of 43,608,000 million warrants in
issue which are exercisable at 0.5 pence per revised warrant share.
For the period to 30 June 2025, the Company has only recognised limited
production revenues from the U.S., derived from sales to an industrial client,
since the GNG Lisbon plant remained offline and unable to process American
Helium's gas flow, and the effective closing date of the ARB and Locin
operated assets being 1 July 2025. Administrative costs in H1 2025 were higher
than in H1 2024, most notably due to exceptional one-off workstreams relating
to the shareholder distribution and costs of initiating the Company's
insolvency claim in against its former JV partner.
Outlook
The Company is well positioned at the end of H1 2025 to be a U.S. onshore
upstream oil and gas producer following the Company having (i) completed a
second distribution to shareholders with ring fenced access to 41% of the net
proceeds to be received in the event of a positive ECT claim outcome in
February, (ii) scaled the Company's position and interests in producing and
discovered reserves of natural gas with proven helium included in the gas
streams, (iii) implemented a cost savings initiative and refocused its
executive team on industrial upstream operations, and (iv) continued its
resolute defence of the Company and its subsidiary's claims in Slovenia. With
GNG looking to secure a significant investment after the period under review,
we expect a significant increase in production from American Helium's operated
acreage by calendar year-end.
Jean-Michel Doublet
Non-Executive Chairman
Qualified Person's Statement
Dave Patterson, CEO of the Company and a qualified Geologist with over 40
years of relevant experience in the oil and gas industry has reviewed this
announcement for the purposes of the current Guidance Note for Mining, Oil and
Gas Companies issued by the London Stock Exchange in June 2009 and in
accordance with the Petroleum Resources Management System (PRMS) issued in
June 2018 by the Society of Petroleum Engineers, the World Petroleum Council,
the American Association of Petroleum Geologists, the Society of Petroleum
Evaluation Engineers, the Society of Exploration Geophysicists (SEG), the
Society of Petrophysicists and Well Log Analysts (SPWLA) and the European
Association of Geoscientists & Engineers (EAGE).
Consolidated Income Statement
for the Period ended 30 June 2025
Period ended Period ended
30 June 2025 30 June 2024
Notes £'000s £'000s
Revenue 2 78 1
Cost of sales (429) (26)
Depreciation of oil & gas assets (1) (1)
Gross (Loss)/Profit (352) (26)
Other income 12 -
Administrative expenses (858) (786)
Decommissioning provision (106)
Impairment of prepaid abandonment fund - (240)
(Loss)/Profit from operating activities (1,304) (1,052)
Finance income 45 -
Finance cost (22) (23)
Net finance costs 23 (23)
(Loss)/Profit before taxation (1,281) (1,075)
Income tax expense - -
(Loss)/Profit for the period after tax (1,281) (1,075)
(Loss)/Profit) for the period attributable to equity shareholders (1,281) (1,075)
Earnings per share
Basic & fully diluted (loss)/profit per share (£) 3 (0.34) (0.50)
Consolidated Statement of Comprehensive Income
for the Period ended 30 June 2025
Period ended Period ended
30 June 2025 30 June 2024
Notes £'000s £'000s
Profit / (loss) for the period (1,281) (1,075)
Other comprehensive income
Foreign currency translation differences for foreign operations (10) 3
Total comprehensive gain / (loss) for the period (1,291) (1,072)
Consolidated Statement of Financial Position
As at 30 June 2025
30 June 31 December
2025 2024
Notes £'000s £'000s
Assets
Non-current assets
Property, plant and equipment 709 710
Other debtors 4 662 677
Prepayments 5 197 216
Total non-current assets 1,568 1,603
Current assets
Trade and other receivables 5 187 415
Cash and cash equivalents 458 111
Total current assets 645 526
Total assets 2,213 2,129
Equity and liabilities
Attributable to the equity holders of the Parent Company
Preference shares 15 -
Share capital 8 10,430 8,989
Share premium account 79,684 79,703
Merger reserve 570 570
Share-based payment reserve 9 644 726
Other equity reserves 124 124
Translation reserves (244) (234)
Retained earnings (91,522) (90,346)
Total equity attributable to the shareholders (299) (468)
Total equity (299) (468)
Non-current liabilities
Provisions 1,050 1,019
Total non-current liabilities 1,050 1,019
Current liabilities
Convertible loan notes 7 540 780
Derivative liability 7 13 13
Trade and other payables 6 909 785
Total current liabilities 1,462 1,578
Total liabilities 2,512 2,597
Total equity and liabilities 2,213 2,129
Consolidated Statement of Changes in Equity
for the period ended 30 June 2024
Share capital Share premium Merger reserve Share based payment reserve Other Reserves Translation reserve Retained earnings Total
£'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
Balance at 1 January 2024 8,495 77,889 570 574 - (258) (87,648) (378)
Comprehensive income
Loss for the period - - - - - - (1,075) (1,075)
Other comprehensive income
Currency translation differences - - - - - 3 - 3
Total comprehensive income - - - - - 3 (1,075) (1,072)
Transactions with owners
Issue of ordinary shares 147 532 - - - - - 679
Costs related to share issues - (23) - - - - - (23)
Share-based payments - charge 221 - 221
Share-based payments - expired - - - (5) - - - (5)
Total transactions with owners 147 509 - 216 - - - 872
Balance at 30 June 2024 (unaudited) 8,642 78,398 570 790 - (255) (88,723) (578)
Share capital Share premium Merger reserve Share based payment reserve Other Reserves Translation reserve Retained earnings Total
£'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
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)
Preference shares Share capital Share premium Merger reserve Share based payment reserve Other Reserves Translation reserve Retained earnings Total
£'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
Balance at 1 January 2025 - 8,989 79,703 570 726 124 (234) (90,346) (468)
Comprehensive income
Loss for the period - - - - - - - (1,281) (1,281)
Other comprehensive income
Currency translation differences - - - - - - (10) - (10)
Total comprehensive income - - - - - - (10) (1,281) (1,291)
Transactions with owners
Issue of ordinary shares - 1,441 43 - - - - - 1,484
Costs related to share issues - - (47) - - - - - (47)
Issue of preference shares 15 - (15) - - - - - -
Share-based payments - charge - - - - 23 - - - 23
Share-based payments - expired - - - - (105) - - 105 -
Total transactions with owners 15 1,441 (19) - (82) - - 105 1,460
Balance at 30 June 2025 (unaudited) 15 10,430 79,684 570 644 124 (244) (91,522) (299)
Consolidated Statement of Cash Flows
for the six months ended 30 June 2025
Period ended Period ended
Notes 30 June 2025 30 June 2024
£'000s £'000s
Cash flows from operations
(loss)/Profit after tax for the period (1,281) (1,075)
Depreciation 1 1
Interest on loans (20) -
Change in receivables (12) (68)
Change in payables 225 16
Change in provisions 31 (113)
Shares issued in exchange for services 59 -
Decrease of prepaid abandonment fund - 262
Increase in share-based payments 8 20 218
Exchange differences 83 3
Net cash used in operating activities (894) (756)
Cash flows from investing activities
Cash paid for investment in American helium (198) -
Loans repaid 6 (221) -
Investments in associates 3 - (797)
Net cash used in investing activities (419) (797)
Cash flows from financing activities
Interest paid and other finance fees - 23
Proceeds from loans and borrowings - 525
Proceeds from issue of shares 7 1,707 678
Share issue costs (47) (23)
Net cash generated from financing activities 1,660 1,203
Net increase in cash and cash equivalents for the year 347 (350)
Effect of foreign exchange differences - -
Cash and cash equivalents at beginning of the year 111 475
Cash and cash equivalents at the end of the year 458 125
Notes to the Interim Financial Statements
for the six months ended 30 June 2025
1. Accounting Policies
Reporting entity
Ascent Resources plc is a company domiciled in England. The address of the
Company's registered office is 5 New Street Square, London EC4A 3TW. The
unaudited consolidated interim financial statements of the Company as at
30 June 2025 comprise the Company and its subsidiaries (together referred to
as the "Group").
Basis of preparation
The interim financial statements have been prepared in accordance with
UK-adopted international accounting standards and with the requirements of the
Companies Act 2006. The interim financial information has been prepared using
the accounting policies which were applied in the Group's statutory financial
statements for the year ended 31 December 2024.
All amounts have been prepared in British pounds, this being the Group's
presentational currency.
The interim financial information for the six months to 30 June 2025 and 30
June 2024 are unaudited and does not constitute statutory financial
information. The comparatives for the full year ended 31 December 2024 are not
the Group's full statutory accounts for that year. The information given for
the year ended 31 December 2024 does not constitute statutory financial
statements as defined by Section 435 of the Companies Act. The statutory
accounts for the year ended 31 December 2024 have been filed with the
Registrar and are available on the Company's web
site www.ascentresources.co.uk (http://www.ascentresources.co.uk) . The
auditors' report on those accounts was unqualified. It did not contain a
statement under Section 498(2)-(3) of the Companies Act 2006.
New Standards adopted as at 1 January 2025
Accounting pronouncements which have become effective from 1 January 2025 do
not have a significant impact on the Group's financial results or position.
New accounting policies adopted for the interim period ended 30 June 2025
Preference shares
The Company issued preference shares which have been classified as equity
instruments, as they do not contain any contractual obligation to deliver cash
or another financial asset and the payment of dividends is at the discretion
of the Company. Dividends on these shares are recognised as a distribution to
equity holders when they are declared. No liability is recognised for
dividends until such time as they are approved by the Board of Directors.
Going Concern
The Financial Statements of the Group are prepared on a going concern basis.
On 22 May 2025, the Company raised gross proceeds of £1.35 million via an
equity fundraise. These funds are being used to fund its investment into the
installation of artificial lift technologies on certain existing wells in the
ARB Energy acreage, as well as general corporate costs.
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. The Company is also seeking to monetise
some of its large prospect inventory to farm-out new drilling opportunities
and is already in advanced discussions with interested parties. However, there
can be no guarantee over the outcome of these options and as a consequence
there is a material uncertainty surrounding the Group's ability to raise the
necessary finance, which may cast doubt on the Group's ability to operate as a
going concern. Further, the Group may be unable to realise its assets and
discharge its liabilities in the normal course of business.
Principal Risks and Uncertainties:
The principal risks and uncertainties affecting the business activities of the
Group remain those detailed on pages 14-18 of the Annual Review 2024, a copy
of which is available on the Company's website at www.ascentresources.co.uk
(http://www.ascentresources.co.uk) .
2. Revenue
Period ended Period ended
30 June 2025 30 June 2024
£'000s £'000s
Revenue
Oil sales 39 -
Gas sales 39 -
78 -
During the period, the Company received revenues from its interest in American
Helium Leases.
3. Earnings per share
Period ended Period ended
30 June 2025 30 June 2024
£'000s £'000s
Result for the period
Total (loss)/Profit for the period attributable to equity shareholders (1,281) (1,075)
Weighted average number of ordinary shares Number Number
For basic earnings per share 371,897,594 216,554,694
Earnings per share (£) (0.344) (0.497)
4. Financial assets at fair value through profit and loss
£'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
At 1 January 2025 677
Finance income 44
Foreign exchange adjustment (59)
At 30 June 2025 662
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 £44,444 (31 December 2024: £71,487)
has been recognised and is being unwound evenly over the period of the loan.
5. Trade & other receivables
30 June 2025 31 December 2024
£'000s £'000s
Prepayments & accrued income 384 274
Unpaid share capital - 357
384 631
Less non-current portion (197) (216)
Current portion 187 415
6. Trade & other payables
30 June 2025 31 December 2024
£'000s £'000s
Trade payables 746 446
Tax and social security payable 3 29
Accruals and deferred income 160 112
Consideration due for the 49% American Helium Investment - 198
909 785
7. Borrowings
Group 30 June 2025 31 December 2024
£'000s £'000s
Current
Convertible loan notes 540 780
Derivative liability - conversion feature 13 13
Non-current
Borrowing - -
553 793
Convertible loan notes
In April 2024, the Company entered into a US$2million secured fixed coupon
loan facility with RiverFort Global Opportunities ("RiverFort"). Under the
agreement the Company received a first advance of US$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 includes 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 US$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).
On 22 May 2025, $100,000 of the outstanding host debt liability was converted
to 10,300,465 ordinary shares. On 11 June 2025, £300,000 was repaid to
Riverfort. After these two transactions the host debt liability is £478,507.
Unwinding of the 15% effective interest rate has resulted in an increase of
£23,169, leaving a host debt liability as at 30 June 2025 of £535,119.
The movement in the loans is analysed as follows:
Borrowings & CLN 30 June 2025
£'000s
At 1 January 2025 780
Loan repayment (221)
Conversion of loan to shares (75)
Interest charged on principle 23
Foreign exchange adjustment 33
At 30 June 2025 540
Borrowings & CLN 31 December 2024
£'000s
At 1 January 2024 189
Loan repayment (91)
Addition - Host debt liability 709
Present value adjustment (192)
Interest charged on principle 203
Transaction costs of the Convertible loan note (53)
Foreign exchange adjustment 15
At 31 December 2024 780
8. Share capital
30 June 2025 31 December 2024
£'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 494 494
1,149,058 ordinary shares of 0.5p each 6 -
270,000,000 ordinary shares of 0.5p each 1,350 -
10,300,465 ordinary shares of 0.5p each 52 -
6,660,000 ordinary shares of 0.5p each 33 -
Total 10,430 8,989
Preference shares
308,652,323 preference shares of 0.005p each 15 -
Total 15 -
Reconciliation of share capital movement Ordinary shares No. Ordinary shares No.
Opening 307,503,265 208,608,491
Issue of shares during the period 288,109,523 98,894,774
Closing 595,612,788 307,503,265
Shares issued during the period
Issuance of equity throughout the period:
· On 28 January 2025, 279,493 shares were issued to a former Director
and 869,565 shares were issued to a supplier in relation to research services
to be provided.
· On 22 May 2025, the Company raised total gross new equity proceeds of
£1.35million from the issue of 270,000,000 new ordinary shares at a placings
price of 0.5 pence per share.
· As per the new loan agreement with RiverFort Global Opportunities,
US$100,000 of the outstanding loan was converted to 10,300,465 new ordinary
shares on 22 May 2025.
· Also on 22 May 2025, 2,500,000 new ordinary shares of 0.5 pence each
were issued to James Parsons as a final termination payment. The Company also
issued 4,160,000 new ordinary shares of 0.5p each in the Company as settlement
for a number of supplier invoices.
· On 20 February 2025, 308,652,323 preference shares were issued at a
price of 0.005p each.
9. 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.
Details of the share options outstanding during the year are as follows:
Shares Weighted Average price (pence)
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
Outstanding at 1 January 2025 9,574,004 50.05
Granted during the period 3,285,894 -
Expired during the period 4,881,057 -
Outstanding at 30 June 2025 7,978,841 50.00
Exercisable at 30 June 2025 4,131,836 51.41
Options outstanding at 30 June 2025 have an exercise price of 5p (31 December
2024: 5p) and a weighted average contractual life of 7 years (31 December
2024: 1.4 years).
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 -
Outstanding at 31 December 2024 6,171,788 0.005
Exercisable at 31 December 2024 6,171,788 0.005
Outstanding at 1 January 2025 6,171,788 0.005
Outstanding at 30 June 2025 6,171,788 0.005
Exercisable at 30 June 2025 6,171,788 0.005
Details of total warrants outstanding at the end of the period are as
follows:
Warrants Weighted Average price (pence)
Outstanding at 1 January 2024 71,454,595 5.00
Granted during the period 103,890,467 3.50
Exercised during the period - -
Expired during the period - -
Outstanding at 31 December 2024 175,345,062 4.80
Exercisable at 31 December 2024 175,345,062 4.80
Outstanding at 1 January 2025 175,345,062 4.80
Granted during the period - -
Exercised during the period - -
Expired during the period - -
Outstanding at 30 June 2025 175,345,062 4.80
Exercisable at 30 June 2025 175,345,062 4.80
The warrants outstanding at the period end have a weighted average remaining
contractual life of 1 year (31 December 2024: 1.5 years). The exercise prices
of the warrants are between 2.30 - 7.50p per share (31 December 2024: 2.30 -
7.50p per share)
10. Events after the reporting period
On 3 July, the Company announced that the arbitration from December 2024
against its former Slovenian joint venture partner Geoenergo d.o.o. has
concluded and has rendered in favour of the Company's 100% owned
subsidiary Ascent Slovenia Limited. Ascent Slovenia Limited has been awarded
€4,990,976 plus interest since 19 January 2024. Whilst Ascent Slovenia
Limited is entitled to these amounts, the recovery of these payments is
subject to the finalisation of the administration of Geoenergo and
consequently Ascent Slovenia Limited may recover less than the full value of
what it is owed.
On 9 July 2025, Mr David Patterson was appointed as Chief Executive Officer.
0n 15 July 2025, 215,274,654 new Ordinary shares, each of 0.5 pence nominal
value were issued. 89,552,239 of the new shares were issued to Locin Oil
Corporation, as consideration for a 49% share of their interest in certain oil
and gas leases in Colorado. 111,940,299 of the new shares were issued to Arb
Energy Utah, LLC as consideration for a 49% share of their interest in
certain oil and gas leases in Utah. The remaining 13,782,116 new shares were
issued to C-suite and to certain Directors following their agreeing to reduce
the cash component of their employment and/or service contracts by at least
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
announced on 22 May 2025. 6,891,058 New Warrants have been issued, in respect
of the 13,782,116 New Shares to be issued to C-suite and certain Directors, as
per the terms of the placing of 22 May 2025.
On 30 July 2025, Mr Jean-Michel Doublet was appointed Independent
Non-Executive Chairman and Mr David Patterson as an Executive Director.
On 23 September 2025, the Company announced in relation to the Company's ICSID
registered Energy Charter Treaty claim against the Republic of Slovenia that
the Company has been notified by the Arbitration Tribunal that they have no
further questions for the parties; accordingly, no further substantive
submissions are expected in the proceedings. In accordance with the 2022 ICSID
Convention Arbitration Rules, a tribunal must aim to render its award within
240 days after the last submission in the proceedings. As the parties
submitted their last submissions in July 2025, the Tribunal's award on merits
is currently expected to be received towards the end of Q1 2026. Further
updates will be announced as necessary.
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