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REG - Challenger Energy - Interim Results

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RNS Number : 6860X  Challenger Energy Group PLC  03 September 2025

 

 

3 September 2025

Challenger Energy Group PLC
("Challenger Energy" or the "Company")

Interim Results for the six months ended 30 June 2025

 

Challenger Energy (AIM: CEG), the Caribbean and Atlantic-margin focused oil
and gas company, with oil production, appraisal, development and exploration
assets across the region, announces its Interim Results for the six months
period to 30 June 2025.

 

The Interim Results and Chief Executive Officer's commentary are set out in
full below and are also available on the Company's
website https://www.cegplc.com/ (https://www.cegplc.com/) .

 

For further information, please contact:

 

 Challenger Energy Group PLC                         Tel: +44 (0) 1624 647 882

 Eytan Uliel, Chief Executive Officer
 Zeus - Nomad and Joint Broker                       Tel: +44 (0) 20 3829 5000

 James Joyce/James Bavister
 Stifel - Joint Broker                               Tel: +44 (0) 20 7710 7600

 Ashton Clanfield / Callum Stewart / Simon Mensley
 Gneiss Energy Limited - Financial Adviser           Tel: +44 (0) 20 3983 9263

 Jon Fitzpatrick / Paul Weidman
 CAMARCO - Financial PR                                Tel: +44 (0) 20 3757 4980

 Billy Clegg / Georgia Edmonds / Emily Hall
 Jonathan Paterson - Investor Relations                Tel: +1 475 477 9401

 jonathan.paterson@harbor-access.com

 

 

Notes to Editors

 

Challenger Energy is an Atlantic-margin focused energy company, with a current
high-impact position in Uruguay, where the Company holds two offshore
exploration licences, totalling 19,000km(2) (gross) and is partnered with
Chevron on the AREA-OFF 1 block. Challenger Energy is quoted on the AIM market
of the London Stock Exchange and the OTCQB in the United States.

 

https://www.cegplc.com (https://www.cegplc.com/)

 

 

CHIEF EXECUTIVE OFFICER'S REPORT

 

Dear fellow Shareholders,

I am pleased to report to you on your Company's activities during the first
half of 2025.

Highlights during this period were the handover of operatorship of our AREA
OFF-1 block in Uruguay to Chevron alongside preparatory work for 3D seismic
acquisition on that block, substantially completing our initial technical work
program for the AREA OFF-3 block ahead of commencing a farmout process, entry
into an agreement for the sale of our entire business in Trinidad and Tobago,
listing on the OTCQB in the USA, and continued strong financial discipline.
Further details are provided below.

 

Uruguay

We made steady progress with both of our core assets in Uruguay - AREA OFF-1
and AREA OFF-3 - during the period under review.

For AREA OFF-1, the farm-out of a 60% working interest in that block to
Chevron was completed in November 2024. As a result, the first half of 2025
saw handover of operatorship to Chevron, alongside various work streams
necessary to prepare for 3D seismic acquisition. It is gratifying to report
that the working relationship with Chevron through the period has been
excellent, very much reaffirming our choice of Chevron as the right partner
for us on this block. As at the date of this report, the expectation is that
3D seismic acquisition will commence in late Q4 2025, subject to finalisation
of permitting by the Uruguayan Ministry of Environment, a process which is
well advanced. The cost of this 3D seismic campaign will be fully carried by
Chevron under the terms of the farmout agreement (up to a total program cost
of $37.5 million, an amount we expect will be more than adequate to cover the
cost of the desired acquisition to be completed). This activity, and
subsequent well drilling, will be fundamental to realising the considerable
value potential we see in this asset.

 

For AREA OFF-3, we made rapid progress on our planned technical work program,
which was substantially completed in August 2025. The primary geotechnical
work focused on the licencing, reprocessing and interpretation of a 1,250
km(2) 3D seismic data set; in conjunction, other subsurface studies addressed
the geochemistry and further de-risked AREA OFF-3 exploration potential.
Completion of our AREA OFF-3 technical work program has put us in a position
to commence a formal farmout process for that block, which we began effective
1 September 2025. Our strategy for AREA OFF-3 is unchanged, which is to follow
the same formula that produced a successful outcome for AREA OFF-1: that is,
to undertake high quality technical work to establish the prospectivity of the
block, and then, with the benefit of that technical work, seek to bring in a
partner via a farmout process. We expect that the work we have done in terms
of mapping of both 3D and 2D seismic along with the ancillary geophysical
products will form a key part of the basis of any potential drilling decision
on the block in the future.

 

Trinidad and Tobago

In February 2025, we entered into an agreement for the sale of all of our
business, assets and operations in Trinidad and Tobago. During the first half
of 2025 we continued to operate the business, pending receipt of necessary
regulatory approvals for completion of the sale. Production was constant,
costs were contained, and HSE&S performance continued to be exemplary.
Subsequent to period end, required regulatory approvals were obtained and the
sale transaction completed on 29 August 2025. The transaction represented a
complete exit from Trinidad and Tobago, under which the purchaser acquired the
entirety of the Trinidad and Tobago business, inclusive of all associated
income, assets, liabilities, exposures and administrative cost. Consequently,
we have no further operations in, or exposure to, Trinidad and Tobago. This
means that going forward focus can be directed almost entirely to our assets
in Uruguay, where we see opportunity for significant near-term value creation.

 

Corporate

In April 2025, Challenger Energy ordinary shares were approved to trade on the
OTCQB Venture Market ("OTCQB") in the United States, under the ticker symbol
"BHSPF". The benefit of this listing is enhanced access to trading for U.S.
based investors, and potentially greater liquidity due to a broader geographic
pool of potential investors. Thus far, we have seen growing interest in the
Company from U.S. investors, and steadily increasing trading volumes through
the OTCQB. It is also worth reiterating that trading on the OTCQB does not
affect trading of the Company's ordinary shares on AIM, which continues as
before under the ticker symbol "CEG".

 

Financial Review, Cash Position and Funding

The unaudited interim financial statements for the half year ended 30 June
2025 present details on the financial performance of the Company for the
period. By way of added commentary:

(a)   The nature of the Company's primary business - high impact hydrocarbon
exploration activities - means that a key financial indicator we focus on, and
which is not always readily discernible from the financial statements, is net
cash spend (or "overhead run-rate" or "burn" as it is sometimes also referred
to). In this regard, the Company's net cash spend in the first half of 2025
was in the order of $225,000 per month. This is marginally more than our
stated objective of maintaining "burn" at around $200,000 per month (i.e.,
under $2.5m per annum), but reflects the fact that in the period we incurred
several costs of a "one-off" nature, which are not expected to recur in the
future.

(b)   At balance sheet date the Company's cash position was very strong. We
report approximately $6.6m of cash holdings - which does not include
approximately $0.7m of cash on restricted deposit in support of work program
guarantees for various licences, and approximately $1.75m of cash receipts
that have been received and/or will flow from the sale of the Trinidad
business. In an aggregate sense, therefore, our "true" cash position as at 30
June 2025 is approximately $9.0m. Against this, as noted, we have
substantially completed (and paid for) our AREA OFF-3 work, we will be carried
through the 3D seismic campaign on AREA OFF-1 by Chevron, and our corporate
overhead is low. In totality, this means that we have sufficient funds to meet
all planned activities for the remainder of 2025, 2026, and well into 2027,
without the need for any additional capital.

(c)   The entry into an agreement for the sale of the Company's business in
Trinidad and Tobago meant that all income, assets and liabilities associated
with that business were reclassified for accounting purposes as "assets held
for sale". As a result, the financial statements for the period show no
revenue, given that all previous revenues were attributable to the now
reclassified Trinidad business, and all assets and liabilities associated with
that business have been reported separately. Given that the sale transaction
has now completed, these will be removed entirely from the financial
statements going forward.

 

Strategic Direction

 

With the exit from Trinidad and Tobago completed, we have now addressed almost
entirely the "clean-up" of various legacy items relevant to our Company - a
process that has been ongoing for several years. In the process, we have
dramatically simplified our business, thereby enabling us to focus almost
entirely on Uruguay. At the same time, we have emerged from a period of
rebuilding with a lean overhead, a great team, and a solid cash position that
should carry us forward well into the foreseeable future.

Clear value-creation milestones lie on the horizon ahead of us, the most
significant of which are (i) Chevron taking the AREA OFF-1 project forward,
first with 3D seismic acquisition, leading to a decision on exploration well
drilling, and (ii) the AREA OFF-3 farmout process, which we hope will pave the
way for value adding technical work and exploration well drilling on that
block too.

Thus, both as CEO and a major shareholder in the Company, I am incredibly
excited about what our Company might achieve in the coming 12-24 months. The
hard work of the past few years has put solid foundations in place, and the
task now is to capitalise on the opportunity we've created so as to
realise the value potential embedded in our assets. In our most recent Annual
Report, I said I believed that the outlook for our Company over the coming
period is as strong as it has ever been, and I continue to stand by this
statement. I look forward to reporting back to you as to our progress in the
coming year.

 

 

Eytan Uliel

Chief Executive Officer

3 September 2025

 

Financial Statements

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2025

                                                                                   Six months         ended 30 June 2025 (Unaudited)          Six months                       Year ended

                                                                                                                                              ended 30 June 2024 (Unaudited)   31 December 2024

                                                                                                                                                                               (Audited)
                                                                             Note  $000's                                                     $000's                           $000's
 Net petroleum revenue                                                             -                                                          1,821                            3,454
 Cost of sales                                                                     -                                                          (1,882)                          (3,908)
 Gross profit/(loss)                                                               -                                                          (61)                             (454)

 Administrative expenses                                                           (2,082)                                                    (2,245)                          (6,391)
 Impairment charges                                                                -                                                          -                                (4,723)
 Gain on disposal of intangible exploration and evaluation assets                  -                                                          -                                9,285
 Operating foreign exchange gains/ (losses)                                        839                                                        316                              340
 Operating loss                                                                    (1,243)                                                    (1,990)                          (1,943)

 Other income                                                                2     -                                                          67                               121
 Finance income/(costs), net                                                 2     110                                                        (169)                            (306)
 Other financial items                                                             (94)                                                       -                                -
 Loss before taxation                                                              (1,227)                                                    (2,092)                          (2,128)

 Income tax credit/(expense)                                                       -                                                          10                               25
 Loss from continuing operations                                                   (1,227)                                                    (2,082)                          (2,103)

 Discontinued operations
 Gain after tax for the year from discontinued operations                          (4,047)                                                    -                                1,053
 Loss for the year attributable to equity holders of the parent company            (5,274)                                                    (2,082)                          (1,050)

 Other comprehensive income/(expense)
 Items to be reclassified subsequently to profit or loss
 Exchange differences on translation of foreign operations                         3,100                                                      (230)                            (269)
 Other comprehensive income/(expense) for the period net of taxation               3,100                                                      (230)                            (260)
 Total comprehensive income/(expense) for the period attributable to equity        (2,174)                                                    (2,312)                          (1,319)
 holders of the parent company

 Earnings/(loss) per share (cents)
 Basic (loss) / earnings per share
 -From continuing operations                                                       (0.50)                                                     (0.99)                           (0.98)
 -From discontinued operations                                                     (1.64)                                                     -                                0.49
 Total                                                                             (2.14)                                                     (0.99)                           (0.49)

 Diluted earnings (loss) per share
 -From continuing operations                                                       -                                                          -                                -
 -From discontinued operations                                                     -                                                          -                                -
 Total                                                                             -                                                          -                                -

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                                                          At             At             At

                                                                          30 June 2025   30 June 2024   31 December 2024

                                                                          (Unaudited)    (Unaudited)    (Audited)
                                                                    Note  $000's         $000's         $000's
 Assets
 Non-current assets
 Intangible exploration and evaluation assets                       4     94,900         95,885         94,766
 Goodwill                                                           4     -              -              -
 Tangible assets                                                    5     42             9,119          3,858
 Escrow and abandonment funds                                             -              1,634          1,656
 Deferred tax asset                                                       -              4,112          1,333
 Total non-current assets                                                 94,942         110,750        101,613
 Current assets
 Trade and other receivables                                              685            3,289          2,709
 Inventories                                                              -              261            148
 Other short term financial assets                                        178            -              -
 Restricted cash                                                          708            808            1,299
 Cash and cash equivalents                                                6,639          1,836          8,434
 Total current assets                                                     8,210          6,194          12,590
 Assets held for sale                                               6     8,996          -              -
 Total assets                                                             112,148        116,944        114,203
 Liabilities
 Current liabilities
 Trade and other payables                                                 (2,178)        (9,076)        (7,644)
 Borrowings                                                               -              (1,897)        -
 Total current liabilities                                                (2,178)        (10,973)       (7,644)
 Non-current liabilities
 Provisions                                                               (2,624)        (5,659)        (4,805)
 Deferred tax liability                                                   -              (4,172)        (1,378)
 Total non-current liabilities                                            (2,624)        (9,831)        (6,183)
 Liabilities directly associated with the assets held for sale            (8,855)        -              -
 Total liabilities                                                        (13,657)       (20,804)       (13,827)
 Net assets                                                               98,491         96,140         100,376
 Shareholders' equity
 Called-up share capital                                            7     3,264          2,753          3,206
 Share premium reserve                                              7     183,466        180,507        183,235
 Share based payments reserve                                       8     5,698          5,636          5,698
 Retained deficit                                                         (115,996)      (111,754)      (110,722)
 Foreign exchange reserve                                                 (1,225)        (4,286)        (4,325)
 Other reserves                                                           23,284         23,284         23,284
 Total equity attributable to equity holders of the parent company        98,491         96,140         100,376

 

 The accompanying accounting policies and notes form an integral part of these
 financial statements.

 These Interim Financial Statements were approved and authorised for issue by
 the Board of Directors on 3 September 2025 and signed on its behalf by:

 Eytan Uliel  Iain McKendrick
 Director     Director

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2025

                                                                       Six months           Six months                       Year ended

                                                                       ended 30 June 2025   ended 30 June 2024 (Unaudited)   31 December 2023

                                                                       (Unaudited)                                           (Audited)
                                                                       $000's               $000's                           $000's
 Cash flows from operating activities
 Loss before taxation                                                  (1,227)              (2,092)                          (2,128)
 Decrease/(increase) in trade and other receivables                    2,773                (120)                            172
 (Decrease)/increase in trade and other payables                       (2,381)              904                              107
 Decrease in inventories                                               15                   19                               111
 Impairment of tangible and intangible assets                          -                    -                                4,723
 Depreciation of property, plant and equipment                         1                    721                              1,377
 Fair value loss on financial assets recognised in profit or loss      94                   -                                -
 Gain on disposal of Intangible exploration and evaluation assets      -                    -                                (9,285)
 (Gain)/loss on disposal of property, plant and equipment              -                    (12)                             (12)
 Amortisation                                                          -                    13                               25
 Share settled payments                                                -                    -                                149
 Other income                                                          -                    (67)                             (121)
 Finance income/ (costs), net                                          (110)                169                              306
 Share based payments                                                  -                    -                                62
 Foreign exchange (gain)/loss on operating activities                  (839)                (316)                            (340)
 Net cash outflow from operating activities                            (1,674)              (781)                            (4,854)

 Cash flows from investing activities
 Purchase of property, plant and equipment                             (57)                 (105)                            (260)
 Proceeds from sale of property, plant and equipment                   -                    13                               55
 Payments for exploration and evaluation assets                        (508)                (172)                            (1,732)
 (Increase)/Decrease in restricted cash                                271                  18                               (473)
 Proceeds on disposal of Intangible exploration and evaluation assets  -                    -                                12,730
 Proceeds from sale of subsidiaries, net of                            -                    -                                (1)

 cash sold
 Other income received                                                 -                    67                               195
 Interest received                                                     113                  -                                53
 Net cash outflow from investing activities                            (181)                (179)                            10,567

 Cash flows from financing activities
 Issue of ordinary share capital                                       289                  -                                -
 Finance costs                                                         (5)                  (6)                              (2)
 Proceeds of borrowings                                                -                    1,800                            1,800
 Net cash inflow from financing activities                             284                  1,794                            1,798

 Net increase in cash and cash equivalents                             (1,571)              834                              7,511
 Effects of exchange rate changes on cash and cash equivalents         44                   (3)                              (82)
 Cash and cash equivalents at beginning of period                      8,434                1,005                            1,005
 Cash and cash equivalents included in disposal group                  (268)                -                                -
 Cash and cash equivalents at end of period                            6,639                1,836                            8,434

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

 

 

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

 

                                                                    Called up share capital  Share premium reserve  Share based payments reserve  Retained deficit  Foreign exchange reserve  Other reserves  Total Equity
                                                                    $000's                   $000's                 $000's                        $000's            $000's                    $ 000's         $000's
 Group
 At 1 January 2025                                                  3,206                    183,235                5,698                         (110,722)         (4,325)                   23,284          100,376
 Loss for the period                                                -                        -                      -                             (5,274)           -                         -               (5,274)
 Currency translation differences                                   -                        -                      -                             -                 3,100                     -               3,100
 Total comprehensive expense                                        -                        -                      -                             (5,274)           3,100                     -               (2,174)
 Share capital issued                                               58                       231                    -                             -                 -                         -               289
 Total contributions by and distributions to owners of the Company  58                       231                    -                             -                 -                         -               289
 Balance at 30 June 2025                                            3,264                    183,466                5,698                         (115,996)         (1,225)                   23,284          98,491

 

 

 

                                                                    Called up share capital  Share premium reserve  Share based payments reserve  Retained deficit  Foreign exchange reserve  Other reserves  Total Equity
                                                                    $ 000's                  $ 000's                $ 000's                       $ 000's           $ 000's                   $ 000's         $ 000's
 Group
 At 1 January 2024                                                  2,753                    180,507                5,636                         (109,672)         (4,056)                   23,284          98,452
 Loss for the period                                                -                        -                      -                             (2,082)           -                         -               (2,082)
 Currency translation differences                                   -                        -                      -                             -                 (230)                     -               (230)
 Total comprehensive expense                                        -                        -                      -                             (2,082)           (230)                     -               (2,312)
 Total contributions by and distributions to owners of the Company  -                        -                      -                             -                                           -               -

                                                                                                                                                                    -
 Balance at 30 June 2024                                            2,753                    180,507                5,636                         (111,754)         (4,286)                   23,284          96,140

 

 

 

 

 

STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                                                    Called up share capital  Share premium reserve  Share based payments reserve  Retained deficit  Foreign exchange reserve  Other reserves  Total Equity
                                                                    $000's                   $000's                 $000's                        $000's            $000's                    $000's          $000's
 Group
 At 1 January 2023                                                  2,540                    180,240                 5,635                         (96,999)         (5,743)                   23,284          108,957

 Loss for the year                                                  -                        -                      -                              (13,421)         -                         -                (13,421)
 Currency translation differences                                   -                        -                      -                             748                1,687                    -                2,435
 Total comprehensive income/ (expense)                              -                        -                      -                             (12,673)           1,687                    -                (10,986)
 Share capital issued                                               213                      267                    -                             -                 -                         -               480
 Share based payments                                               -                        -                      1                             -                 -                         -               1
 Total contributions by and distributions to owners of the Company  213                       267                   1                             -                 -                         -                481
 At 31 December 2023                                                2,753                    180,507                 5,636                        (109,672)          (4,056)                  23,284           98,452

 Loss for the year                                                  -                        -                      -                             (1,050)           -                         -               (1,050)
 Currency translation differences                                   -                        -                      -                             -                 (269)                     -               (269)
 Total comprehensive income /(expense)                              -                        -                      -                             (1,050)           (269)                     -               (1,319)
 Share capital issued                                               453                      2,728                  -                             -                 -                         -               3,181
 Share based payments                                               -                        -                      62                            -                 -                         -               62
 Total contributions by and distributions to owners of the Company  453                      2,728                  62                            -                 -                         -               3,243
 At 31 December 2024                                                3,206                    183,235                5,698                         (110,722)         (4,325)                   23,284          100,376

 

 

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 JUNE 2025

 

 1   Basis of preparation
     The financial statements have been prepared on the historical cost basis,
     except for the measurement of certain assets and financial instruments at fair
     value as described in the accounting policies below.

     The financial statements have been prepared on a going concern basis, refer to
     the Going Concern section below for more details.

     The financial statements are presented in United States dollars ($) and all
     values are rounded to the nearest thousand dollars ($'000) unless otherwise
     stated.

     Basis of consolidation
     The financial statements incorporate the results of the Company and its
     subsidiaries (the "Group") using the acquisition method. Control is achieved
     where the Company is exposed to, or has rights to, variable returns from its
     involvement with the entity and has the ability to affect those returns
     through its power over the entity.

     Inter-company transactions and balances between Group companies are eliminated
     in full.

     Where necessary, adjustments are made to the financial statements of
     subsidiaries to bring the accounting policies used in line with those used by
     the Group.
     Going Concern

     These financial statements have been prepared on a going concern basis, which
     assumes that the Group will continue in operation for the foreseeable future.

     On 6 March 2024, the Group entered into a farmout agreement with Chevron, a
     leading global energy company, in relation to the Group's AREA OFF-1 licence
     offshore Uruguay, pursuant to which the Group received a $12.5 million cash
     payment at completion (on 29 October 2024) along with Chevron agreeing to
     carry the Group's share of certain future work programme costs. In addition,
     the Group was entitled to an adjustment payment of approximately $0.2 million
     related to AREA OFF-1 costs incurred in the period between signing of the
     farmout agreement and completion of the transaction (received on 29 October
     2024), as well as the release of $0.3 million of restricted cash held at
     balance sheet date to secure performance of AREA OFF-1 work obligation
     commitments (which release was finalised on 12 May 2025).

     At 30 June 2025, the Group had approximately $6.9 million in unrestricted cash
     and approximately $700,000 in restricted cash that is held in Company accounts
     but which is pledged in support of performance of work programme obligations,
     and thus access to that cash is restricted - as work programme obligations are
     met that cash will in due course become unrestricted, and thus available to
     the Company for general use purposes.

     Whilst the Group incurred an operating loss of $1.2 million for the period
     ended 30 June 2025, as of 30 June 2025 the Group's current assets exceed
     current liabilities by approximately $6.0 million. The assets/liabilities held
     for sale represent the current balance sheet position of the Trinidad and
     Tobago business, which the Group expects to exit completely following the
     completion of the announced sale of all of the Group's business and
     undertakings in Trinidad & Tobago. In addition to this, completion of the
     sale of the Group's business in Trinidad and Tobago is expected to result in
     net receipts by the Group of approximately $1.75m, in instalments through
     2025, 2026 and 2027, with approximately $0.75m of this total to be received in
     cash in 2025, which would increase the Group's overall cash position.

     Given the foregoing, the Directors of the Company have thus prepared these
     financial statements on a going concern basis: based on the Group's current
     cash holdings and current cash flow forecasts, the Group expects to have
     adequate financial resources to support its operations for the next 12 months
     (and well into the foreseeable future beyond that). In addition, the Directors
     note that the Company is a publicly listed company on a recognised stock
     exchange, thus affording the Company the ability to raise equity capital, debt
     and/or hybrid financing alternatives as and when the need arises. The Company
     has a robust track record in this regard, having raised in excess of US$100
     million in equity and alternative financing in the past.

 

 

 

 

 2    Other income and Finance income
      Other income and Finance income predominantly comprise discounts secured from

    the Group's historical creditors and a secured financier, as part of
      negotiated settlements agreed pursuant to the Group's restructuring and
      recapitalisation exercise.

 3    Turnover and segmental analysis
      Management has determined the operating segments based on the reports reviewed
      by the Board of Directors that are used to make strategic decisions. The Board
      has determined there is a single operating segment: oil and gas exploration,
      development and production. However, there are four geographical segments:
      Uruguay (operating), Trinidad & Tobago, including a single operating
      segment and a separate disposal group for the period ended 30 June 2025 (refer
      to note 6), The Bahamas (operating), and The Isle of Man, UK, Spain and Cyprus
      (all non-operating).

      The Uruguay segment includes the exploration licences and appraisal works
      which have commenced in 2022 and are ongoing. The segment including Trinidad
      & Tobago has been reported as the Group's direct oil and gas producing and
      revenue generating operating segment. The Bahamas segment includes the
      Bahamian exploration licences on which drilling activities were conducted in
      2020 and 2021. The non-operating segment including the Isle of Man (the
      Group's parent) and UK entities which provides management services to the
      Group and entities in Spain and Cyprus, all of which are non-operating in that
      they either hold investments, or are dormant. Their results are consolidated
      and reported on together as a single segment. As part of a group wide
      rationalisation plan there is an ongoing process to wind up a number of
      companies in the Group including those in Spain and Cyprus.

 

 Six months to 30 June 2025                                                                                                       Total

                                                                Uruguay     Trinidad Disposal Group   Bahamas     Non-Operating

                                                                Operating                             Operating   Entities (*)
                                                                $'000       $'000                     $'000       $'000           $'000
 Operating profit/(loss) by geographical area
 Net petroleum revenue (**)                                     -           -                         -           -               -
 Operating profit/(loss)                                        (162)       -                         (88)        (993)           (1,243)
 Other income                                                   -           -                         -           -               -
 Finance (costs) / income, net                                  (4)         -                         -           114             110
 Other financial items                                          -           -                         -           (94)            (94)
 Profit/(loss) before taxation                                  (166)       -                         (88)        (973)           (1,227)

 Other information
 Loss after tax for the year from discontinued operations       -           (4,047)                   -           -               (4,047)
 Administration expenses                                        (162)       -                         (88)        (1,832)         (2,082)
 Depreciation, amortisation and impairment                      -           -                         -           (1)             (1)
 Capital additions                                              (508)       -                         -           -               (508)
 Segment assets
 Tangible and intangible assets                                 937         -                         93,963      42              94,942
 Trade and other receivables                                    7           -                         500         178             685
 Other short term financial assets                              -           -                         -           178             178
 Restricted cash                                                -           -                         -           708             708
 Cash                                                           10          -                         4           6,625           6,639
 Assets held for sale                                           -           8,996                     -           -               8,996
 Consolidated total assets                                      954         8,996                     94,467      7,731           112,148
 Segment liabilities
 Trade and other payables                                       (1)         -                         (1,050)     (1,127)         (2,178)
 Provisions                                                     -           -                         -           (2,624)         (2,624)
 Liabilities directly associated with the assets held for sale  -           (8,855)                   -           -               (8,855)
 Consolidated total liabilities                                 (1)         (8,855)                   (1,050)     (3,751)         (13,657)

 

 

 

 Six months to 30 June 2024                                                 Trinidad Operating                              Total

                                                                Uruguay                         Bahamas     Non-Operating

                                                                Operating                       Operating   Entities (*)
                                                                $'000       $'000               $'000       $'000           $'000
 Operating profit/(loss) by geographical area
 Net petroleum revenue (**)                                     -           1,821               -           -               1,821
 Operating profit/(loss)                                        (38)        (740)               (46)        (1,166)         (1,990)
 Other income                                                   -           20                  -           47              67
 Finance (costs) / income, net                                  -           (71)                -           (98)            (169)
 Profit/(loss) before taxation                                  (38)        (791)               (46)        (1,217)         (2,092)
 Other information

 Administration expenses                                        (38)        (873)               (46)        (1,288)         (2,245)
 Depreciation, amortisation and impairment                      -           (723)               -           (11)            (734)
 Capital additions                                              (172)       (105)               -           -               (277)
 Segment assets
 Tangible and intangible assets                                 1,534       9,185               93,964      321             105,004
 Deferred tax asset                                             -           4,112               -           -               4,112
 Escrow and abandonment funds                                   -           1,634               -           -               1,634
 Trade and other receivables                                    6           2,619               500         164             3,289
 Inventories                                                    -           261                 -           -               261
 Restricted cash                                                -           301                 -           507             808
 Cash                                                           -           310                 -           1,526           1,836
 Assets held for sale                                           -           -                   -           -               -
 Consolidated total assets                                      1,540       18,422              94,464      2,518           116,944
 Segment liabilities
 Trade and other payables                                       (1)         (6,243)             (1,051)     (1,781)         (9,076)
 Deferred tax liability                                         -           (4,172)             -           -               (4,172)
 Borrowings                                                     -           -                   -           (1,897)         (1,897)
 Provisions                                                     -           (3,259)             -           (2,400)         (5,659)
 Liabilities directly associated with the assets held for sale

                                                                -           -                   -           -               -
 Consolidated total liabilities                                 (1)         (13,674)            (1,051)     (6,078)         (20,804)

 

 

 

(*) Intercompany balances and transactions between Group entities have been
eliminated.

(**) Sales revenues were derived from a single customer within each of these
operating countries.

 

 

 4   Intangible assets - Group
                                                               Goodwill  Exploration & evaluation assets
                                                               $ 000's   $ 000's
     Cost
     As at 1 January 2024                                      7,045     101,127
     Additions                                                 -         2,510
     Disposal of Intangible exploration and evaluation assets  -         (3,445)
     Foreign exchange difference on translation                -         (16)
     As at 31 December 2024                                    7,045     100,176
     Additions                                                 -         508
     Assets held for sale                                      -         (5,395)
     Foreign exchange difference on translation                -         26
     As at 30 June 2025                                        7,045     95,315

     Accumulated amortisation and impairment
     As at 1 January 2024                                      7,045     5,401
     Amortisation                                              -         25
     Foreign exchange difference on translation                -         (16)
     As at 31 December 2024                                    7,045     5,410
     Amortisation                                              -         2
     Assets held for sale                                      -         (5,022)
     Foreign exchange difference on translation                -         25
     As at 30 June 2025                                        7,045     415

     Net book value
     As at 30 June 2025                                        -         94,900
     As at 31 December 2024                                    -         94,766
     As at 31 December 2023                                    -         95,726

 

 

 5  Tangible assets
                                                    Oil and gas assets  Property, plant and equipment (*)  Decommissioning costs  Total
                                                    $ 000's             $ 000's                            $ 000's                $ 000's
    Cost or Valuation
    As at 1 January 2024                            36,839              7,094                              2,973                  46,906
    Additions                                       80                  179                                9                      268
    Disposals                                       (109)               -                                  -                      (109)
    Discontinued operations                         (8,249)             -                                  (702)                  (8,951)
    Foreign exchange difference on translation      (46)                (137)                              (5)                    (188)
    As at 31 December 2024                          28,515              7,136                              2,275                  37,926
    Additions                                       19                  -                                  -                      19
    Assets held for sale                            (21,089)            (4,832)                            (2,286)                (28,207)
    Foreign exchange difference on translation      104                 280                                11                     395
    As at 30 June 2025                              7,549               2,584                              -                      10,133

    Accumulated depreciation and Impairment
    At 1 January 2024                               29,208              6,013                              1,951                  37,172
    Depreciation                                    1,010               231                                136                    1,377
    Impairment                                      4,723               -                                  -                      4,723
    Disposals                                       (66)                -                                  -                      (66)
    Discontinued operations                         (8,249)             -                                  (702)                  (8,951)
    Foreign exchange difference on translation      (52)                (132)                              (3)                    (187)
    At 31 December 2024                             26,574              6,112                              1,382                  34,068
    Depreciation                                    179                 37                                 22                     238
    Assets held for sale                            (19,297)            (3,877)                            (1,411)                (24,585)
    Foreign exchange difference on translation      93                  270                                7                      370
    As at 30 June 2025                              7,549               2,542                              0                      10,091

    Net book value
    As at 30 June 2025                              -                   42                                 -                      42
    As at 31 December 2024                          1,941               1,024                              893                    3,858
    As at 31 December 2023                          7,631               1,081                              1,022                  9,734

 

(*) Property, plant and equipment includes leasehold improvements.

 

 

 

 

 6  Discontinued operations

 

 2025 disposal - divestment of Columbus Energy (St Lucia) Limited and
 subsidiaries (CEG Trinidad)

 On 18 February 2025, the Group announced that it has entered a transaction for
 the sale of its St Lucia domiciled subsidiary company, Columbus Energy (St.
 Lucia) Limited, which in turn holds various subsidiary entities collectively
 representing all of the Group's business, assets and operations in Trinidad
 and Tobago. Completion of the sale was expressed to be subject to prior
 approval of (i) the Group's shareholders, and (ii) appropriate regulatory
 approval in Trinidad and Tobago, with both approvals to be obtained prior to
 30 April 2025 (or such later date as the parties may agree). On 27 March 2025,
 the Group received shareholder approval for the transaction to proceed
 following the passing of a resolution at an extraordinary general meeting. On
 6 May 2025, the Group and the buyer agreed to a 60-day extension for
 completion of the sale, to 30 June 2025, to allow for additional time to
 secure the requisite regulatory approvals, given administrative uncertainty
 due to the snap-election called in Trinidad and Tobago in March 2025. An
 additional 60-day extension, to 31 August 2025, was agreed to on 1 April 2025.
 Final regulatory approvals were obtained and the transaction was completed,
 post period end, on 29 August 2025.

 The total transaction value agreed was $6 million (which could increase to up
 to $8 million under certain future production criteria) whereby the Group will
 receive cash and liquid securities of $1.75 million made up of an initial
 deposit of $0.25 million in Predator Oil and Gas Holdings Plc ("POGH") shares;
 $0.5 million in cash on completion; $0.5 million in cash on 30 August 2026;
 $0.25 million in cash on 31 December 2026; and $0.25 million in cash on 31
 December 2027. Additionally, effective completion the buyer has assumed all
 liabilities, provisions and potential exposures of the business, assets and
 operations in Trinidad and Tobago, which for the purposes of the transaction
 were agreed to be $4.25 million. At year-end 2027, an additional contingent
 payment of potentially up to $2 million is also available, under certain
 conditions linked to production exceeding 750 bopd.

 Effective 18 February 2025, as the asset sale was deemed active and highly
 probable, these entities were designated as a separate disposal group and
 reclassified as assets held for sale from that date onward. The 30 June 2025
 results for Columbus Energy (St. Lucia) Limited and subsidiary entities are
 presented below:

Income statement                           $ 000's
 Revenue                                    1,653
 Cost of sales                              (1,440)
 Administration expenses                    (43)
 Operating foreign exchange gains/(losses)  (4,153)
 Finance costs                              (67)
 Other income                               -
 Income tax credit                          3
                       (4,047)

 

 The major classes of assets and liabilities of Columbus Energy (St. Lucia)
 Limited and subsidiary entities at 31 December 2024 are presented below:

Assets                          $ 000's
 Cash and cash equivalents       268
 Restricted cash                 320
 Trade and other receivables     1,360
 Inventories                     133
 Tangible and intangible assets  3,923
 Abandonment fund                1,699
 Deferred tax asset              1,293
 Total assets                    8,996
 Liabilities
 Trade and other payables        (4,968)
 Provisions                      (2,552)
 Deferred tax liability          (1,335)
 Total liabilities               (8,855)
 Total net assets                                                  141

 

 

 2024 disposal - Exit from the Bonasse licence (Trinidad South-West Peninsula):

 The Bonasse licence is a private petroleum lease located in the south-west
 peninsula of Trinidad. In 2022, the Saffron-2 well was drilled in the licence
 area, which was not commercial. Subsequently the field was progressively shut
 in, such that there has been minimal and (since August 2023) no production
 from the licence area. The Company has undertaken various reviews of the
 potential of the licence area, concluding that absent substantial investment
 in multiple high-risk wells, no evident commercial forward pathway is evident.
 At the same time, the licence continued to represent considerable future
 exposure for the Group in terms of lease payments, a legal dispute with the
 surface landowner as to the quantum of lease payments given the non-commercial
 nature of the field, well abandonment obligations, various payables and
 provisions, and long-term environmental exposures. Accordingly, on 27 August
 2024 the Company entered into an arrangement to secure an orderly and complete
 exit from the Bonasse licence. This comprised a settlement agreement with the
 surface landowner and in parallel the transfer of 100% of the share capital in
 CEG Bonasse Trinidad Limited, a Trinidadian company that holds the Bonasse
 licence, to a third-party acceptable to the surface landowner. The transfer
 agreement included that third-party assuming and indemnifying the Group
 against all liabilities and exposures associated with the Bonasse licence, and
 making payment to the surface landholder of an agreed settlement amount, such
 that the Company achieved a full exit from the Bonasse licence with no
 associated cost or cash impact, and no future exposure.

 7                                     Share capital - Group & Company
                                       Called up, allotted, issued and fully paid ordinary shares of 1p each*  Number of shares                      Nominal value                         Share premium
                                                                                                                                                     $ 000's                               $ 000's

                                       At 1 January 2024*                                                      209,881,322                           2,753                                 180,507
                                       Shares issued at average price of 7p per share                          35,000,000                            453                                   2,728
                                       At 31 December 2024                                                     244,881,322                           3,206                                 183,235
                                       Shares issued at average price of 5p per share                          840,000                               10                                    42
                                       Shares issued at average price of 5p per share                          3,591,338                             48                                    189
                                       At 30 June 2025                                                         249,312,660                           3,264                                 183,466
                                                                                                               Number of shares                      Nominal value                         Share premium
                                                                                                                                                     $ 000's                               $ 000's

                                       As 31 December 2023                                                     209,881,322                           2,753                                 180,507
                                       As 31 December 2024                                                     244,881,322                           3,206                                 183,235
                                       At 30 June 2025                                                         249,312,660                           3,264                                 183,466

 

The major classes of assets and liabilities of Columbus Energy (St. Lucia)
Limited and subsidiary entities at 31 December 2024 are presented below:

 

 Assets                          $ 000's
 Cash and cash equivalents       268
 Restricted cash                 320
 Trade and other receivables     1,360
 Inventories                     133
 Tangible and intangible assets  3,923
 Abandonment fund                1,699
 Deferred tax asset              1,293
 Total assets                    8,996
 Liabilities
 Trade and other payables        (4,968)
 Provisions                      (2,552)
 Deferred tax liability          (1,335)
 Total liabilities               (8,855)
 Total net assets                                                  141

 

 

 

2024 disposal - Exit from the Bonasse licence (Trinidad South-West Peninsula):

 

The Bonasse licence is a private petroleum lease located in the south-west
peninsula of Trinidad. In 2022, the Saffron-2 well was drilled in the licence
area, which was not commercial. Subsequently the field was progressively shut
in, such that there has been minimal and (since August 2023) no production
from the licence area. The Company has undertaken various reviews of the
potential of the licence area, concluding that absent substantial investment
in multiple high-risk wells, no evident commercial forward pathway is evident.
At the same time, the licence continued to represent considerable future
exposure for the Group in terms of lease payments, a legal dispute with the
surface landowner as to the quantum of lease payments given the non-commercial
nature of the field, well abandonment obligations, various payables and
provisions, and long-term environmental exposures. Accordingly, on 27 August
2024 the Company entered into an arrangement to secure an orderly and complete
exit from the Bonasse licence. This comprised a settlement agreement with the
surface landowner and in parallel the transfer of 100% of the share capital in
CEG Bonasse Trinidad Limited, a Trinidadian company that holds the Bonasse
licence, to a third-party acceptable to the surface landowner. The transfer
agreement included that third-party assuming and indemnifying the Group
against all liabilities and exposures associated with the Bonasse licence, and
making payment to the surface landholder of an agreed settlement amount, such
that the Company achieved a full exit from the Bonasse licence with no
associated cost or cash impact, and no future exposure.

 

 

7

Share capital - Group & Company

 

Called up, allotted, issued and fully paid ordinary shares of 1p each*

Number of shares

Nominal value

Share premium

$ 000's

$ 000's

 

 

 

 

At 1 January 2024*

209,881,322

2,753

180,507

 

Shares issued at average price of 7p per share

35,000,000

453

2,728

 

At 31 December 2024

244,881,322

3,206

183,235

 

Shares issued at average price of 5p per share

840,000

10

42

 

Shares issued at average price of 5p per share

3,591,338

48

189

 

At 30 June 2025

249,312,660

3,264

183,466

 

 

Number of shares

Nominal value

Share premium

 

 

 

$ 000's

$ 000's

 

 

 

As 31 December 2023

209,881,322

2,753

180,507

 

As 31 December 2024

244,881,322

3,206

183,235

 

At 30 June 2025

249,312,660

3,264

183,466

 

 *Adjusted for share consolidation which took place on 6 August 2024, whereby
 the Company reorganised its share capital and reduced the number of ordinary
 shares in issue by a ratio of 50:1. Following the reorganisation, the nominal
 value of each ordinary share is 1 pence per share (pre-reorganisation: 0.02
 pence per share).

 At the end of the period, the number of shares in issue comprised
 approximately 249 million ordinary shares (period ended 30 June 2024:
 approximately 210 million).

 The total authorised number of ordinary shares at 30 June 2025 was
 1,000,000,000 shares with a par value of 1 pence per share.  All issued
 shares of 1 pence are fully paid.

 

 

 8  Share based payments reserve

Options and warrants

 

Share options and/or warrants have been granted to Directors and selected
employees as well as various consultants and service providers to the
Company.

The Group had no legal or constructive obligation to repurchase or settle any
option or warrant in cash.  Movements in the number of share options and
warrants outstanding during the half year period under review are as follows:

 

                                                           Average exercise price per share  No. Options & Warrants
     At 1 January 2025                                     8.38p                             45,549,590
     Exercised during the half year period under review    5.00p                             (4,431,338)
     Option & warrants on issue as at 30 June 2025         8.74p                             41,118,252
     Options and warrants exercisable as at 30 June 2025*  6.09p                             32,069,590

 

*Options and warrants for which relevant exercise hurdles and criteria have
been met and that therefore, in accordance with their terms, are able to be
exercised at any time by the holders of those options or warrants.

 

The fair value of the warrants and options granted in the period was estimated
using the Black Scholes model.

 

 9   Events after reporting date

     On 1 April 2025 the Company and the purchaser of CEG Trinidad agreed to
     further extend the date for closing of the sale transaction to seven days
     after the grant of regulatory approval, with a revised longstop date of 30
     August 2025. Subsequent to period end regulatory approvals were obtained and
     the sale transaction was completed on 29 August 2025. The Company and the
     Purchaser have agreed to a minor variation of the payment terms (but not
     overall payment quantum, which remains $1.75m in total) to allow for all
     remaining payments to be in cash and not shares. The overall payment quantum
     is made up as follows:

     ·      at the time of entering into the transaction (February 2025), the
     Company received an initial deposit of $0.25 million in POGH shares
     (approximately 4.4 million POGH shares were issued to the Company);

     ·      at Completion, the Company was paid a further $0.5 million in
     cash; and

     ·      the Company will be paid a further $1 million in deferred
     consideration, all in cash:  $0.5 million on 31 August 2026, $0.25 million on
     31 December 2026, and $0.25 million on 31 December 2027.

 

 10  Other Information

     The comparative financial information set out in this report does not
     constitute the Group's statutory accounts for the period ended 31 December
     2024 but is derived from those accounts.

     A copy of this interim statement is available on the Company's website:
     www.cegplc.com (http://www.cegplc.com)

 

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