REG - Borders & Southern - Final Results

Borders and Southern PetroleumAnnouncement

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RNS Number : 1265G  Borders & Southern Petroleum plc  29 May 2026

29 May 2026

 

Borders & Southern Petroleum plc

("Borders & Southern" or "the Company")

 

Audited Results for the 12 month period ended 31 December 2025

 

Borders & Southern (AIM: BOR), the London based independent oil and gas
exploration company with assets offshore the Falkland Islands, announces its
audited results for the year ended 31 December 2025. Full copies of the
Company's Annual Report and Accounts, including the Company Overview,
Chairman's Statement, Remuneration Committee Report, Directors' Report,
Auditor's Report and full Financial Statements, will be available on the
Company's website and posted to Shareholders along with the notice of the AGM
shortly.

 

Summary

 

·    Raised  a further $2.8 million (£2.2 million) before expenses
through capital raises in early 2025

·    Cash balance on 31 December 2025: $2.5 million (2024: $2.1 million)

·    Administrative expense for the year: $1.5 million (2024: $1.2
million)

·    Operating loss of $1.4 million (2024: $1.2 million)

·    FID being declared by Navitas Petroleum and partner Rockhopper
Exploration on Sea Lion is a pivotal basin-opening event.

·    Company in active dialogue re the farm-out process with multiple
interested parties

 

For further information please visit www.bordersandsouthern.com
(http://www.bordersandsouthern.com/) or contact:

 

 Borders & Southern Petroleum plc      Tel: 020 7071 6984
 Harry Baker, CEO

 Zeus (NOMAD and Joint Broker)         Tel: 0203 829 5000
 Nick Searle

 Simon Johnson

 Antonio Bossi

 Andrew de Andrade

 Hannam & Partners (Joint Broker)      Tel: 0207 907 8500
 Neil Passmore

 Leif Powis

 Tavistock (Financial PR)              Tel: 020 7920 3150
 Simon Hudson

 Nick Elwes

 

 

Notes to Editors:

Borders & Southern Petroleum plc is an oil & gas exploration company
listed on the London Stock Exchange AIM (BOR). The Company operates and has a
100% interest in three Production Licences in the South Falkland Basin
covering an area of nearly 10,000 square kilometres. The Company has acquired
2,517 square kilometres of 3D seismic and drilled two exploration wells,
making a significant gas condensate discovery with its first well.

 

Chairman's and CEO's review

 

After a second full year as CEO, it is my pleasure, once again, to update
shareholders with the Company's progress.

 

However, we are very much constrained in what we can and cannot say publicly,
bound by both the legislation governing a publicly traded company and the
commercial sensitivities regarding potential transactions with multiple third
parties.

 

There has been a plethora of corporate activity along the Atlantic Margins
over the past 12 months. After years of under-spending, the industry's need
for reserve replacement is in sharp focus. The war in the Middle East has
re-emphasized the need to diversify the geographic source of global
hydrocarbons and companies are actively seeking those replacement barrels in
alternative jurisdictions.

 

The key piece of corporate development directly affecting Borders and Southern
was FID being declared by Navitas Petroleum and partner Rockhopper Exploration
on Sea Lion. The significance of this basin-opening play cannot be overstated.

 

After 30 years of work and over a billion dollars of industry investment, the
Falkland Island's first oil field will be brought into production in Q1 2028.
A truly pivotal moment for both the Falkland Islands, its people and the oil
companies based in the region. This event has put Borders & Southern's
Darwin project, and our extensive prospect portfolio firmly in the spotlight;
re-invigorating the farm-out process. We would also acknowledge the
continued sterling efforts of the Falkland Island Government ("FIG") in
providing the legislation necessary to deliver the Islands' first development.
The Company continues to work closely with FIG and local players to build upon
this foundation with our own development.

 

Sea Lion FID has brought both new and old potential partners back into the
data room, and we are in active dialogue with multiple interested parties. The
Board is very confident of finding the right and best outcome for all
stakeholders.

 

We are in the enviable position of being well backed and well financed. The
top four shareholders own over 45% and the top 25 over 85% of the Company. All
of this enables the Board, who are also major shareholders and fully aligned,
to secure the best possible outcome for our shareholders, not just the first
offer. Darwin is a world-class asset and we intend to extract full value for
all our stakeholders.

 

I would like to thank shareholders for their support and patience. We are
completely focused on delivering the best deal possible for you and are in an
excellent position to achieve that.

 

 Harry Dobson  Harry Baker
 Chairman      CEO

 

28 May 2026

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

 

 

 Continuing Operations                                                        2025          2024
                                                                              $'000         $'000
 Administrative expenses                                                      (1,502)       (1,159)
 Loss from operations                                                         (1,502)       (1,159)
 Finance income                                                               11            15
 Finance gain/(loss)                                                          104           (73)
 Loss before tax                                                              (1,387)       (1,217)
 Tax expense                                                                  -             -
 Loss for the year and total comprehensive loss for the year attributable to  (1,387)       (1,217)
 equity owners of the parent
 Basic and diluted loss per share (see note 4)                                (0.16) cents  (0.16) cents

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2025

 

 

                                                                 2025             2024
                                                                 $'000  $'000     $'000  $'000
 Assets
 Non-current assets
 Property, plant and equipment                                          5                10
 Intangible assets                                                      295,306          294,269
 Total non-current assets                                               295,311          294,279
 Current assets
 Other receivables                                               1,087            1,090
 Cash and cash equivalents                                       2,560            2,090
 Total current assets                                                   3,647            3,180
 Total assets                                                           298,958          297,459
 Liabilities
 Current liabilities
 Trade and other payables                                               (1,163)          (1,181)
 Total net assets                                                       297,795          296,278
 Equity attributable to the equity owners of the parent company
 Share capital                                                          13,086           12,456
 Share premium                                                          313,154          310,977
 Other reserves                                                         1,948            1,851
 Retained deficit                                                       (30,377)         (28,990)
 Foreign currency reserve                                               (16)             (16)
 Total equity                                                           297,795          296,278

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

 

 

                                                 Share capital  Share premium  Other reserves  Retained deficit  Foreign currency reserve  Total

                                                 $'000          $'000          $'000           $'000             $'000                     $'000
 Balance at 1 January 2024                       11,155         310,541        1,778           (27,773)          (16)                      295,685
 Loss and total comprehensive loss for the year  -              -              -               (1,217)           -                         (1,217)
 Shares issue                                    1,301          436            73              -                 -                         1,810
 Balance at 31 December 2024                     12,456         310,977        1,851           (28,990)          (16)                      296,278
 Loss and total comprehensive loss for the year  -              -              -               (1,387)           -                         (1,387)
 Shares issue                                    630            2,177          97              -                 -                         2,904
 Balance at 31 December 2025                     13,086         313,154        1,948           (30,377)          (16)                      297,795

 

The following describes the nature and purpose of each reserve within owners'
equity:

 

 Reserve                    Description and purpose
 Share capital              This represents the nominal value of shares issued.
 Share premium              Amount subscribed for share capital in excess of nominal value.
 Other reserves             Fair value of options issued less transfers to retained deficit on expiry.
 Retained deficit           Cumulative net gains and losses recognised in the Consolidated Statement of
                            Comprehensive Income.
 Foreign currency reserves  Differences arising on the translation of foreign operation to US dollars.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2025

 

                                                                                2025              2024
                                                                                $'000    $'000    $'000  $'000
 Cash flow from operating activities
 Loss before tax                                                                         (1,387)         (1,217)
 Adjustments for: Depreciation                                                           5               6
 Share-based payment charge                                                              97              73
 Finance costs                                                                           (104)           73
 Finance income                                                                          (11)            (15)
 Cash flows used in operating activities before changes in working capital               (1,400)         (1,080)
 Decrease/(increase) in other receivables                                                3               (926)
 (Decrease)/increase in trade and other payables                                         (18)            1,025
 Net cash outflow from operating activities                                              (1,415)         (981)
 Cash flows used in investing activities
 Purchase of tangible assets                                                    -                 (8)
 Purchase of intangible assets                                                  (1,037)           (528)
 Interest received                                                              11                15
 Net cash used in investing activities                                                   (1,026)         (521)
 Cash flows from financing activities
 Shares issue, net of directly attributable costs                               2,807             1,737
 Net cash from financing activities                                                      2,807           1,737
 Net increase in cash and cash equivalents                                               366             235
 Cash and cash equivalents at the beginning of the year                                  2,090           1,928
 Exchange gain/(loss)on cash and cash equivalents                                        104             (73)
 Cash and cash equivalents at the end of the year                                        2,560           2,090

 

Notes

 

1. Accounting policies

 

Basis of preparation

The financial information for the year ended 31 December 2025 set out in this
announcement does not constitute the Company's statutory accounts. These
financial statements included in the announcement have been extracted from the
Group annual financial statements for the year ended 31 December 2025. The
financial statements have been prepared in accordance with the recognition and
measurement criteria of International Financial Reporting Standards adopted
for use in the European Union. However, this announcement does not itself
contain sufficient information to comply with IFRS.

 

The auditor has issued its opinion on the Group's financial statements for the
year ended 31 December 2025 which is unmodified and is available for
inspection at the Company's registered address and will be posted to the
Group's website.

 

2. Going concern

The 31 December 2025 financial statements have been prepared based on the
going concern basis, which assumes the continuity of normal business
activities and the realisation of assets and extinguishment of liabilities in
the ordinary course of business. The going concern assessment of the Parent
Company has been performed as part of the Group's going concern assessment.

 

At 31 December 2025, the Group had a net cash position of $2.56m (31 December
2024: $2.09m). The Group does not have any external borrowings or debts. The
Group and the Parent Company have a commitment to drill a well before the
expiry of their production and discovery area licences on 31 December 2026
(see note 19). The Group plans to fund the well developments through a
farm-out or by raising additional capital if the farm-out is not successful.
If the Group does not successfully raise the capital needed or identify a
suitable farm-out partner, the Group will seek to gain an extension to the
licences and the associated commitment to drill the well. This is in line with
previous extensions and the Directors are confident that further extensions
will be granted. Historically, the Falkland Islands Government has required
the Group to show evidence of its ability to pay the licence fees before an
extension. The Directors are discussing a further extension of the production
and discovery area licences with the Falkland Islands Government including the
conditions and commitments attached to the licences.

 

In performing their assessment of the Group and the Parent Company's ability
to continue as going concerns, the Directors have prepared a cashflow forecast
for the period ending 30 June 2027, which indicates that in current conditions
the Group and the Parent Company will not have sufficient cash to cover
its costs during the going concern period, so the company will need to
complete a capital raise later in 2026 or early 2027. At present the cost base
of the business principally consists of administrative costs, listing costs
and costs to maintain the licences in good-standing.

 

As noted above, the Company will not have sufficient cash to cover its costs
during the going concern period. Furthermore, the Group and Parent Company
also have a commitment to drill a well before the expiry of their production
and discovery area licences on 31 December 2026. Therefore, they need to
secure further funding, either through a farm-out or by raising capital if the
farm-out is not successful. However, neither option is guaranteed. This
indicates the existence of a material uncertainty which may cast significant
doubt on the Group and the Parent Company's ability to continue as going
concerns and therefore, the Group and the Parent Company may be unable to
realise their assets and discharge their liabilities in the ordinary course of
business.

 

The Directors consider that the required funding will be forthcoming and
therefore the going concern basis of preparation is deemed appropriate. The
financial statements do not include any adjustments that would be necessary if
the Group and the Parent Company were unable to continue as going concerns.

 

3. Basic and dilutive loss per share

The calculation of the basic and dilutive loss per share is based on the loss
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year. The loss for the financial year for the
Group was $1,387,000 (2024 - loss $1,217,000) and the weighted average number
of shares in issue for the year was 868,315,310 (2024 - 753,828,155). During
the year the potential ordinary shares are anti-dilutive and therefore diluted
loss per share has not been calculated. At the Statement of Financial Position
date, there were 68,894,131 (2024: 48,026,666) potentially dilutive ordinary
shares being the share options.

 

-ends-

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