RNS Number : 2924B
Beacon Energy PLC
30 September 2025
30 September 2025
Beacon Energy plc
("Beacon Energy" or the "Company")
Interim Results
Beacon Energy (AIM:BCE), announces its announces its half-yearly report for the six months ended 30 June 2025.
Mark Rollins, Non-Executive Chairman of Beacon Energy, commented:
"During the period, the Board has worked tirelessly to stabilise the Company's financial position and has made good progress in delivering the Company's strategy which is to pursue the acquisition of value enhancing opportunities to develop and grow a self-funding upstream oil & gas company.
As previously announced, the Company has signed a non-binding Heads of Terms and has entered into a period of exclusivity with a third party in relation to the potential acquisition of an interest in an onshore gas development asset located in Europe (the "Proposed Transaction"). The Company is in the final stages of agreeing the Proposed Transaction and while there can be no guarantee that agreement on such a Proposed Transaction will be reached, we believe that we have identified a compelling, value accretive opportunity and will continue our efforts to deliver on behalf of our shareholders.
We thank shareholders for their continuing support and patience and look forward to providing updates on our progress as we move through the rest of the year."
The Proposed Transaction would be considered a Reverse Takeover transaction under Rule 14 of the AIM Rules for Companies ("Aim Rules").
Following the Company's suspension pursuant to Rule 15 of the AIM Rules, the Company is required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies) by 6 January 2026. Alternatively, within such time period, the Company can seek to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least £6 million and publication of an admission document. In the event that the Company does not complete a reverse takeover under AIM Rule 14 within that time or seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8, admission to trading on AIM of the Company's ordinary shares would be cancelled.
Enquiries:
Beacon Energy plc Stewart MacDonald (CEO)
+44 (0)20 7466 5000
Strand Hanson Limited (Financial and Nominated Adviser) Rory Murphy / James Bellman / Edward Foulkes
+44 (0)20 7409 3494
Buchanan (Financial PR) Ben Romney / Barry Archer / George Pope
+44 (0)20 7466 5000
Tennyson Securities Limited (Broker) Peter Krens
+44 (0)20 7186 9030
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
Interim Consolidated Statement of Comprehensive Income
Unaudited Six months ended 30 Jun 2025
Audited Period ended 31 Dec 2024
Restated Unaudited Six months ended 30 Jun 2024
Notes
$'000
$'000
$'000
Income
Other income
-
-
-
Total income
-
-
-
Operating expenses
-
-
-
Operating loss
-
-
-
Other administrative expenses
4
(497)
(2,545)
(993)
Net loss before Finance Costs and Taxation
(497)
(2,545)
(993)
Finance cost
-
-
-
Effects of exchange gain/loss
53
(35)
-
Net loss before finance costs and taxation
(444)
(2,580)
(993)
Tax expense
-
-
-
Loss from continuing operations
(444)
(2,580)
(993)
Discontinued operations
Loss from discontinued operations net of tax
6
-
(16,004)
(188)
Loss for the year
-
(18,584)
(1,181)
Other comprehensive income
Exchange differences on translation of foreign operations
-
-
212
Total comprehensive Loss for the year attributable to owners of the parent
(444)
(18,584)
(969)
Basic and diluted loss per share attributable to owners of the parent during the year (expressed in US cents per share)
7
(0.00)
(0.11)
(0.01)
The accompanying notes from an integral part of these consolidated financial statements.
Interim Consolidated Statement of Financial Position
Unaudited 30 Jun 2025
Audited 31 Dec 2024
Restated Unaudited 30 Jun 2024
Notes
$'000
$'000
$'000
Non-current assets
Property, plant & equipment
-
-
-
Intangible assets
-
-
-
-
-
-
Current assets
Other receivables
28
23
329
Cash and cash equivalents
471
866
1,325
499
889
1,654
Total assets
499
889
1,654
Current liabilities
Trade and other payables
8
(1,243)
(1,189)
(540)
Non-current liability
-
-
-
Total liabilities
(1,243)
(1,189)
(540)
Net assets
(744)
(300)
1,114
Equity attributable to equity holders of the company
Share premium
68,344
68,344
68,344
Share reserve
3,101
3,101
3,041
Foreign Currency Translation Reserve
-
-
(64)
Accumulated deficit
(72,189)
(71,745)
(70,207)
Total shareholder funds
(744)
(300)
1,114
The accompanying notes from an integral part of these consolidated financial statements.
Interim Consolidated Statement of Changes in Equity
Share premium
Share reserve
FCTR
Accumulated deficit
Total equity
$'000s
$'000
$'000
$'000s
$'000s
Balance at 1 January 2024
65,245
2,801
(276)
(53,161)
14,609
Loss for the period to 30 June 2024 (restated and unaudited)
-
-
-
(1,181)
(1,181)
Total comprehensive Ioss
-
-
-
(1,181)
(1,181)
Transactions with equity shareholders of the parent:
Share based payments
-
240
-
-
240
Proceeds from shares issued
3,262
-
-
-
3,262
Cost of share issue
(164)
-
-
-
(164)
Foreign currency translation reserve
-
-
212
-
212
Balance at 30 June 2024 (restated and unaudited)
68,344
3,041
(64)
(54,342)
16,978
Loss for the period to 31 December 2024 (audited)
-
-
-
(17,403)
(17,403)
Total comprehensive loss
-
-
-
(17,403)
(17,403)
Transactions with equity shareholders of the parent:
Share based payments
-
60
-
-
60
Proceeds from shares issued
-
-
-
-
-
Cost of shares issue
-
-
-
-
-
Foreign currency translation reserve
-
-
64
-
64
Balance at 31 December 2024 (audited)
68,344
3,101
-
(71,745)
(300)
Loss for the period to 30 June 2025 (unaudited)
-
-
-
(444)
(444)
Total comprehensive loss
-
-
-
(444)
(444)
Transactions with equity shareholders of the parent:
Share based payments
-
-
-
-
-
Proceeds from shares issued
-
-
-
-
-
Cost of share issue
-
-
-
-
-
Foreign currency translation reserve
-
-
-
-
-
Balance at 30 June 2025 (unaudited)
68,344
3,101
-
(72,189)
(744)
The accompanying notes from an integral part of these consolidated financial statements.
Interim Consolidated Cash Flow Statement
Unaudited 30 Jun 2024
Audited 31 Dec 2024
Restated Unaudited 30 Jun 2024
Notes
$'000
$'000
$'000
Cash flows from operating activities:
Loss before tax
(444)
(18,584)
(1,181)
Adjustments for:
Share-based payment
-
300
240
Change in working capital items:
Movement in other receivables
(5)
538
306
Movement in trade and other payables
54
662
649
Net cash used in operations
(395)
(17,084)
14
Cash flows from investing activities
Loss on discontinued operations
-
16,004
188
Adjustment cash transferred to Rhein
-
(3,866)
(3,866)
Purchase of property, plant & equipment
-
-
-
Net cash flows from investing activities
-
12,138
(3,678)
Cash flows from financing activities
Proceeds from issue of share capital
-
3,262
3,262
Share issue costs
-
(163)
(163)
Net cash flows from financing activities
-
3,099
3,099
Net (decrease)/increase in cash and cash equivalents
(395)
(1,847)
(565)
Effect of exchange rate changes
866
73
(750)
Cash and cash equivalents at beginning of period
-
2,640
2,640
Cash and cash equivalents at end of period
471
866
1,325
The accompanying notes from an integral part of these consolidated financial statements.
Notes to the Interim Consolidated Financial Statements
1 Reporting entity
Beacon Energy plc (the "Company") is domiciled in the Isle of Man. The Company's registered office is at 55 Athol Street, Douglas, Isle of Man IM1 1LA. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group"). The Group is primarily involved in the oil & gas exploration and production business.
2 Basis of accounting
These interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting". These interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements for the period ended 31 December 2024, which were prepared in accordance with IFRSs as adopted by the United Kingdom. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those disclosed in the Group's statutory financial statements for the year ended 31 December 2024.
Comparative figures for the interim period ended 30 June 2024 have been restated to account for changes to accounting treatment for the discontinued operations related to Rhein Petroleum GmbH that came about while preparing annual accounts as at 31 December 2024. A reconciliation between originally reported figures and restated figures has not been prepared.
The interim consolidated financial statements are presented in US Dollars unless otherwise indicated.
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial period beginning on or after 1 January 2025 that would be expected to have a material impact on the Group.
The consolidated financial statements of the Group as at and for the year ended 31 December 2024 are available upon request from the Company's registered office at 55 Athol Street, Douglas, Isle of Man or the Company's website www.beaconenergyplc.com
These interim consolidated financial statements have been approved and authorised for issue by the Company's Board of directors on 30 September 2025.
3 Going concern
The financial statements have been prepared on a going concern basis.
The Group monitors its cash position, cash forecasts and liquidity on a regular basis and takes a conservative approach to cash management.
As at 30 June 2025, the Company had available cash resources of US$0.47 million and no debt. Monies are owed (related to unpaid fees) to the Directors and a former Director and (related to the Earn Out associated with the Rhein Petroleum acquisition) to the Company's largest shareholder, Tulip Oil Holdings Limited. Agreement has been reached to defer the payment of such monies until the Company has secured its next growth opportunity
Notes to the Interim Consolidated Financial Statements (continued)
As previously disclosed, the Company is in a period of exclusivity and in the final stages of agreeing a potential acquisition of an interest in an onshore gas development asset located in Europe (the "Proposed Transaction").
As a result of material cost reduction initiatives previously announced, and the deferral of monies owed to the Directors, a former Director and Tulip Oil, Management's base case suggests that the Company has sufficient liquidity to progress, and complete, the Proposed Transaction by end 2025.
Management have also considered a number of downside scenarios, including scenarios where the Proposed Transaction does not complete, the Proposed Transaction is delayed or where the costs of executing the Proposed Transaction increase materially.
Potential mitigants include further deferral and/or reduction of expenditure and raising additional funding.
As a result, the Directors are of the opinion that the Group is likely to operate as a going concern for at least the next twelve months from the date of approval of these financial statements.
Nonetheless, these conditions indicate the existence of a material uncertainty which may cast doubt on the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would be required if the Group were unable to continue as a going concern.
4 Expenses
Administration fees and expenses consist of the following:
Unaudited Six months ended 30 Jun 2025 $'000
Audited Period ended 31 Dec 2024 $'000
Restated Unaudited Six months ended 30 Jun 2024 $'000
Audit fees
53
61
21
- Professional fees
83
324
147
- Administration costs
74
129
60
- Employee share based payments
-
141
113
- Director share based payments (Note 5)
46
1,271
298
- Directors' fees (Note 5)
239
595
334
- Travel and entertainment
2
24
20
- Acquisition amounts written off
-
-
-
Other administrative expenses
497
2,545
993
Notes to the Interim Consolidated Financial Statements (continued)
5 Directors' remuneration
The remuneration of those in office during the period ended 30 June 2025 was as follows:
UnauditedSix months ended 30 Jun2025 $'000
Audited Period ended 31 Dec 2024 $'000
Restated Unaudited Six months ended 30 Jun2024 $'000
Salaries paid in cash plus share based payments
266
563
294
Accrued entitlement to shares and warrants
-
1,271
298
Directors' pension
19
32
40
285
1,866
632
There were no share options and warrants issued during 6- month period to 30 June 2025 ($298,000: 30 June 2024).
6 Discontinued operations
On 11 April 2023, the Company acquired the entire issued share capital of Rhein Petroleum GmbH ("Rhein Petroleum"), an upstream oil and gas business operating in Germany. This transaction can be best described as a business combination under IFRS3.
As a result of the poor production performance, the Company took the difficult decision to place Rhein Petroleum into a formal process with its creditors (akin to US Chapter 11 bankruptcy protection), as announced on 28 June 2024. For the purposes of the financial statements, the Company has considered this date to be the date of loss of control of its subsidiary as from this point the Company was unable to direct the actions of the entity.
As part of the creditor process, the Company put forward a robust and fully financed restructuring plan aimed at maximising cash generation from the Rhein Petroleum business and delivering value for creditors. Given the poor production rates seen at the SCHB-2 well, the Company was unable to put forward a restructuring offer which was agreeable to the Rhein Petroleum creditors. In January 2025, the Company was informed that Rhein Petroleum's creditor representative had completed a transaction to sell certain assets of Rhein Petroleum to a third party and that the process to liquidate Rhein Petroleum (the "Proposed Liquidation") would commence.
From the date of loss of control, the investment in this entity was treated as an unconsolidated investment. However, as no further amounts were receivable back from this entity, this investment is held at nil value and when the creditor processes are concluded after the year-end, this entity will be treated as fully disposed of.
The entity had been treated as fully disposed of as at 30 June 2025 as the creditor process has been concluded.
Notes to the Interim Consolidated Financial Statements (continued)
As a result of this Rhein Petroleum has been accounted for as a discontinued operation. And the loss on the discontinued operation is as per below:
2024
Loss on Discontinued operations
$'000
Other Income in relation to discontinued operations
702
Expenses in relation to discontinued operations
(1,591)
Unaudited losses generated by discontinued operations*
(889)
Loss on disposal of subsidiary**
(15,115)
Total loss on discontinued operations
(16,004)
*No tax was payable in relation to this operation, so this represents both the pre- and post-tax loss.
7 Earnings per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Unaudited Outstanding at 30 Jun2025
Audited Outstanding at 31 Dec 2024
Restated Unaudited Outstanding at 30 Jun 2024
Gain / (loss) attributable to owners of the Group (USD thousands)
(444)
(18,584)
(1,181)
Weighted average number of ordinary shares in issue (thousands)
18,511,680
17,695,389
16,011,460
Gain / (loss) per share (US cents)
(0.00)
(0.11)
(0.01)
In accordance with International Accounting Standard 33 'Earnings per share', no diluted earnings per share is presented as the Group is loss making.
8 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. The majority of current liabilities and accruals balance relates to monies owed (related to unpaid fees) to directors, a former director and (related to the Earn Out associated with Rhein Petroleum) to the Company's largest shareholder, Tulip Oil Holdings. Agreement has been reached to defer the payment of such monies until the Company has secured its next growth opportunity.
Notes to the Interim Consolidated Financial Statements (continued)
Unaudited Outstanding at 30 Jun2024 US$'000
Audited Outstanding at 31 Dec 2024 US$'000
Unaudited Outstanding at 30 Jun 2024 US$'000
Trade payables
107
80
104
Accruals and other payables
1,136
1,109
436
1,243
1,189
540
9 Shares in issue
The number of shares in issue at the beginning of the period was 18,511,679,620. The number of options and warrants on issue at the start of the period was 3,522,877,036. There was no issue of shares during the period. The number of ordinary shares in issue at the end of the period is 18,511,679,620. The number of options and warrants at the end of the period is 3,522,877,036.
Options and warrants in issue:
Outstanding at 31 December 2024
Issued/(Expired) during the period
Outstanding at 30 June 2025
Options
- Issued 17/3/2022
30,000,000
-
30,000,000
- Issued 19/12/2022
770,542,318
-
770,542,318
- Issued 20/12/2023
503,565,640
-
503,565,640
1,304,107,958
-
1,304,107,958
Warrants
- Issued 31/03/2021
3,851,159
-
3,851,159
- Issued 19/04/2021
24,064,620
-
24,064,620
- Issued 26/07/2022
500,000,000
-
500,000,000
- Issued 11/04/2023
1,325,753,299
-
1,325,753,299
- Issued 20/09/2023
116,700,000
-
116,700,000
Issued 28/02/2024
248,400,000
-
248,400,000
2,218,769,078
-
2,218,769,078
Total options and warrants
3,522,877,036
-
3,522,877,036
10 Commitments and contingencies
There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements as at 30 June 2025 (31 December 2024: None).
11 Subsequent events
There are no subsequent events to disclose post period end.
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