REG - Chariot Limited - 2024 Final Results
Mon 07:00
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RNS Number : 8618O Chariot Limited 30 June 2025
30 June 2025
Chariot Limited
("Chariot" or the "Company")
2024 Final Results
Chariot (AIM: CHAR), the Africa focused energy company, today announces its
audited final results for the year ended 31 December 2024.
Adonis Pouroulis, CEO commented:
"Over the past five years, Chariot has been focused on developing scalable
transitional energy projects across the African continent. We have built out a
broad portfolio of assets spanning gas, renewable power, green hydrogen and
water throughout this period and we have continually reviewed and evaluated
the strategy and future direction of each of these pillars as they have moved
forward. Following recent developments, our gas and power pillars now have
their own momentum and we believe now is the right time to split the Group, in
order to maximise value for shareholders.
Some of Chariot's core strengths lie in its ability to be nimble, spot an
opportunity, adapt when needed and we will now evolve again into two distinct
businesses - Upstream Oil and Gas, and Renewable Power - to create two
investment opportunities and look to release unrecognised value that is
sitting within the Group. We have a clear plan for both entities and see the
potential to deliver material growth with each one. As major investors, the
Board and wider team are very much aligned and focused on delivering success
and we look forward to this next phase of Chariot's journey."
Key Highlights throughout 2024 and Post Period:
Transitional Gas
Offshore Morocco:
· Partnered with Energean plc ("Energean") on the Lixus and Rissana
licences offshore Morocco with Energean taking operatorship and carrying the
Anchois-3 drilling campaign
· Drilling commenced at the Anchois-3 well in August 2024 and
completed in September 2024, having drilled safely and efficiently to target
depths
o Multiple gas bearing reservoirs were discovered in the B sand appraisal
interval in the main hole, although with thinner associated gas pays than
anticipated, and other target reservoirs were found to be water wet
· Recently completed the transfer of licences back from Energean
with operatorship and 75% working interest returned to Chariot
· Working with ONHYM to assess a rescaled Anchois development based
on discovered resources
· Continued development of the prospectivity and portfolio of
opportunities across Lixus and Rissana
Onshore Morocco:
Two well drilling campaign successfully conducted in May 2024
o Gas discovery confirmed from drilling the OBA-1 well at the Dartois
prospect - gross interval approximately 70m of primary interest identified
o The RZK-1 well drilled on the Gaufrette prospect confirmed good quality
reservoir and multiple gas shows, though this was sub-economic
o OBA-1 well cased and cemented with a Christmas tree installed for rigless
flow testing and potential use as a future producer
· Heads of Terms agreement signed with Vivo Energy in June 2024 to
progress future commercialisation of onshore gas to industry business
· Integration of well results and ongoing reprocessing work has
mapped over 100Bcf of resource potential across the licence - multi-well and
test programme described with farm-out process underway to fund and progress
next steps
Transitional Power
· Strategic Review initiated to look to secure funding at the
subsidiary level and enable ongoing growth and development of the portfolio -
multiple expressions of interest received from South African focused investors
to finance both the Etana platform and generation assets
Electricity Trading:
· Etana Energy is now a fully financed, bankable entity
o US$155 million Guarantee Financing Facility secured from British
International Investment ("BII"), GuarantCo and Standard Bank
o Up to US$20 million equity investment secured from Norfund
Renewable Generation Projects
· Three wind projects totalling 315MW nearing financial close
· Ongoing progress across power to mining projects:
o Tharisa - 40MW solar project in South Africa working in partnership with
TotalEnergies
o First Quantum Minerals - 430MW solar and wind projects in Zambia working
in partnership with TotalEnergies
o Karo - 30MW solar project in Zimbabwe, working in partnership with
Solarcentury
· 10% stake in the Essakane 15MW solar project in Burkina Faso sold
to Iamgold, the operators of the Essakane gold mine for US$167k in January
2025
Water:
· Water desalination project in Djibouti performing well
· Ongoing evaluation of other water provision opportunities within
Africa
· Pursuing funding of this business at the subsidiary level
Green Hydrogen
· Feasibility study completed on Project Nour in Mauritania in
March 2024 alongside partner TEH2 (80% owned by TotalEnergies and 20% owned by
the EREN Group)
o Confirmed world class scale and outlined first phase pathway for domestic
and export development
· Partnership with UM6P and Oort Energy continues on
proof-of-concept projects in Morocco
o 1MW electrolyser commissioned and produced first green hydrogen in the UK
in advance of relocation to Morocco
· Pursuing funding of this business at the subsidiary level
Corporate
· Andrew Hockey appointed as Non-Executive Chairman in October 2024
· Placing and oversubscribed Open Offer successfully raised gross
US$7.1 million in June 2025
Investor Webcast
Management will host a live interactive presentation on the Engage Investor
platform at 9am BST on 4 July 2025. Investors are able to register for the
event ahead of time and can do so by clicking on the below link. There will be
a Q&A session at the end of the presentation and participants can
pre-submit questions ahead of the event or any time during the live
presentation.
https://engageinvestor.news/CHAR_IP25
(https://engageinvestor.news/CHAR_IP25)
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014, as retained in the UK pursuant to S3 of the European
Union (Withdrawal) Act 2018.
Enquiries
Chariot Limited +44 (0)20 7318 0450
Adonis Pouroulis, CEO
Julian Maurice-Williams, CFO
Cavendish Capital Markets Limited (Nomad and Joint Broker) +44 (0)20 7397 8900
Derrick Lee, Adam Rae
Stifel Nicolaus Europe Limited (Joint Broker) +44 (0) 20 7710 7760
Callum Stewart, Ashton Clanfield
Celicourt Communications (Financial PR) +44 (0)20 7770 6424
Mark Antelme, Jimmy Lea
NOTES FOR EDITORS:
About Chariot
Chariot is an Africa focused energy group with two core business streams:
Upstream Oil and Gas and Renewable Power.
Chariot's Upstream Oil and Gas pillar is focused on building out a full-value
chain upstream growth business within Africa. Chariot holds a diverse
footprint in Morocco with its offshore and onshore licences and is pursuing a
range of new ventures with a focus on oil and gas opportunities.
Chariot's Renewable Power business is focused on providing competitive,
sustainable and reliable energy through generating and trading renewable power
in South Africa as well as progressing the development of its power-to-mining
and water projects on the continent. Chariot is also continuing to advance its
green hydrogen asset, Project Nour in Mauritania and the 1 MW electrolyser
pilot project in Morocco.
The Ordinary Shares of Chariot Limited are admitted to trading on AIM under
the symbol 'CHAR'.
https://chariotenergygroup.com (https://chariotenergygroup.com)
CHAIRMAN'S STATEMENT
I am pleased to present Chariot's Final Results for 2024, my first as
Chairman, and to report on our activities throughout this period. Firstly, I
would like to take this opportunity to thank Chariot's outgoing Chairman,
George Canjar, who retired in October 2024. His counsel was very much valued
throughout his time on the Board.
Overview
Within the context of an ever-evolving energy landscape and the backdrop of
macro and geopolitical dynamics, there remains an unwavering and increasing
need for sustainable, secure power across the globe. Africa alone has a huge
energy deficit, and demand is only set to rise further as populations continue
to grow and countries look to embrace industrial and technological advances.
Chariot's overarching strategy is to develop scalable energy projects within
Africa as we look to harness the continent's abundant natural resources and
generate competitive and accessible sources of supply. Our values sit at the
heart of the Company and underpin how we approach and conduct our business. We
seek to develop projects that will have a positive impact, we are committed to
working with respect, collaboration and integrity and we will continue to
pioneer and seek out opportunities where we can invest, add value and grow.
Throughout 2024, we continued to develop each of the projects within our
Transitional Gas, Transitional Power and Green Hydrogen portfolios, all of
which have their own important attributes. With our gas assets in Morocco, we
hold an offshore and onshore portfolio in a fundamentally advantaged location
that has direct access to both domestic and export markets and is home to one
of the best fiscal regimes in the world. South Africa has some of the greatest
wind and solar load factors globally, there is significant public and private
investment going into its renewable energy sector and it has clear objectives
in developing its power capacity to reduce its reliance on coal. Mauritania
has abundant land, wind, solar and water resources and we are partnering with
world class resource companies across our development projects. With our water
business we are looking to help address the important issue of scarcity as we
see water as a key commodity and growth opportunity of the future.
Transitional Gas
We drilled three wells in Morocco in 2024, two onshore in our Loukos licence,
which resulted in a gas discovery in the OBA-1 well, and a multi-objective
offshore well in partnership with Energean on the Anchois gas field. Whilst
the latter did not deliver the additional resource volumes that would have
enabled an expanded development, multiple good quality gas bearing reservoirs
were found in the main B sand appraisal interval. As we outlined in our recent
announcement, Chariot has now regained operatorship and 75% working interest
in our offshore licences. We remain committed to progressing the work
programmes and will collaborate with ONHYM to assess and adapt the Anchois
development plan based on discovered resources. Our team have also conducted a
great deal of work on the Loukos onshore licence over the past months with the
interpretation and analysis of re-processed 2D and 3D seismic data. This,
along with data from our drilling and past discoveries on block, has revealed
larger volume targets within the acreage with over 100Bcf of resource
potential now identified. The team have mapped out a multi-well drilling and
testing programme and the forward plan for Loukos is to partner, pursue this
campaign and aim to move forward with a meaningful development.
In response to an industry wide shift that is seeing increased interest in oil
and gas investments, Chariot has also broadened its strategy to capture this
opportunity and the team is evaluating production, development and exploration
assets as it looks to build out an upstream oil and gas business that spans
the full value chain.
Transitional Power
Our Transitional Power pillar has gone from strength to strength, in the main
due to the growth and financing of Etana Energy, our electricity trading
business in South Africa. As we announced in December, Etana secured US$100
million in guarantee finance from BII and GuarantCo, which served to validate
Etana's business model and was an important first stage of the financing
process. We subsequently announced US$75 million in guarantee financing and
equity investments from Standard Bank and Norfund. This further underpinned
the balance sheet and will provide working capital to enable future growth.
This combined financing means that Etana is now fully funded through to first
revenues, has the potential to unlock over US$500 million of renewable
development projects and further endorsed the value that we see within this
business. We have also progressed the power to mining and water assets that
sit within our portfolio and look forward to getting the first round of
renewable generation projects to financial close by the end of this year.
Green Hydrogen
In March 2024 we announced that we have completed the Feasibility Study on our
large-scale green hydrogen project in Mauritania, Project Nour. We are
developing this in partnership with a subsidiary of Total Energies and the
completion of this study further corroborated Nour's size, with the potential
for 10 GW of electrolysis to be installed, meaning it could become one of the
largest green hydrogen projects globally. It has the potential to have a
material impact both as a domestic and export producer and the study set out
next steps and a first phase development plan. The 1MW electrolyser, developed
by Oort Energy with whom we are working with on pilot projects in Morocco, was
commissioned and produced its first green hydrogen at its testing site in the
UK earlier this year and this will be heading to site in the near future.
Looking Forward
In this ever-evolving world, we recognise that Chariot must also evolve in
order to capture the market opportunity in front of it. As recently announced,
we are now looking to demerge the Chariot Group and create two businesses, one
focusing on upstream oil and gas and the other on renewable power, the latter
of which will also house our hydrogen and water assets. As a Board we believe
that now is the right time to do this. We believe that these two businesses
can now stand independently of each other, they have their own momentum but
importantly, this will enable us to unlock and realise the full value of the
Company's asset base.
In conclusion, I would like to thank my fellow Board members and Chariot
colleagues for their continued diligence and hard work. I look forward to the
next steps in the Company's evolution, leading to a bright future for Chariot.
Andrew Hockey
Chairman
29 June 2025
CEO's REVIEW
Welcome to our Final Results as we report on our activities throughout 2024
and, importantly, look to the rest of 2025 and beyond. The past period has
seen significant developments across our portfolio, but I am going to take
this opportunity to talk about the future as we set out our forward plans
today.
Five years ago, the Chariot Board took the decision to move into transitional
energy, broadening our strategy to work across what was a growing global
thematic in a sector where we could leverage our wide network across the
African continent to build out a diverse asset base. During this period, we
successfully developed a portfolio of gas, renewable power and green hydrogen
pillars, and we are very proud of the footprint we have established to date,
but with recent developments in each pillar we now have two very different
core entities - Upstream Oil and Gas, and Renewable Power. These two
businesses now have divergent growth trajectories, their own business plans
and importantly, their own attributable value, something that is not currently
recognised or reflected in our market capitalisation as a combined Group. The
world has also changed, and we are cognisant of the shift in sentiment around
the energy transition, something the majors have adjusted in their strategies
too. We have always carefully considered our future in step with developments
and in response to where the market will attribute value and we are addressing
this as we look to adapt our strategy again. There is still the broad theme
that connects all the assets within our portfolio, they are all investment
opportunities that offer significant growth potential, but now is the time to
split the Chariot Group into two to unlock this potential, release the
inherent value and enable both businesses to grow.
Upstream Oil and Gas
Whilst the upstream business is widening its remit to encompass both oil and
gas opportunities, we are still very much committed to developing the material
value that we see within our Moroccan acreage.
Our portfolio includes three distinct projects within our offshore and onshore
licences that offer a range of investment opportunities - an offshore gas
development where we are looking to redefine the Anchois development, offshore
oil and gas exploration within our wider Lixus and Rissana licences which have
giant scale, drill ready prospects and onshore gas appraisal in our Loukos
licence which offers a low cost and high value commercial opportunity. Whilst
the drilling on the Anchois gas field last year did not deliver upside
resource volumes, we did find gas, and with the discovered resources in the
Anchois-1 and Anchois-2 wells, we know we are sitting in an active hydrocarbon
system which we believe can still deliver an economic development. Now that we
have regained operatorship and our 75% equity interests offshore, we are once
again in control of our future in this acreage and have three projects that
have the potential to attract different partners to help fund and deliver
further work programmes. We have already had inbound interest from entities
who are potentially interested in partnering with us as gas remains a
strategic commodity for Morocco, it continues to be fundamental to their
economy and they are keen to develop their domestic resources.
In moving away from being solely gas focused, we open up a much wider world of
hydrocarbon opportunities and we have also decided strategically to shift
Chariot from being primarily exploration focused, to prioritise the securing
of near-term production and producing assets. We continue to pursue our new
venture in Namibia, where we hold a 10% back in right, but we also have a
number of additional opportunities under review where Chariot can leverage its
expertise, with a focus on high quality targets that offer low entry costs and
short cycle times. Our objective is to build out a balanced portfolio that
spans the full upstream pipeline and we believe we are able to access these as
one of the few small independent companies that has strong operating
experience in Africa. We will primarily be looking to fund these at the
subsidiary level as we have done with other parts of the business and, as with
our gas assets, we will also seek to partner as we build out and develop this
part of the portfolio.
Renewable Power
Our Renewable Power portfolio is centred on Trading and Generation assets.
Etana Energy, which was just a concept in 2022, is now a fully financed,
bankable business and we have a circa 400MW gross generation asset portfolio
that is moving toward financial close with Tier 1 partners. This progress has
been underpinned by the oversubscribed demand we have received from industrial
and commercial customers looking for long term, sustainable supply and we
believe we have a very scalable business that is at the forefront of helping
to resolve the energy situation in South Africa.
The US$175 million financing package secured with major funding institutions
has effectively built a balance sheet around Etana. The US$20 million equity
investment made by Norfund will both support Etana's growth and provide
working capital through to first revenues, whilst providing a read-through
valuation for Chariot's economic interest in the Company. Chariot's current
market capitalisation is broadly the same as Norfund's investment, which we
believe illustrates the hidden value in the wider Group, and it is also
important to note that this valuation point does not include our generation,
green hydrogen or water assets.
Chariot's involvement in Etana also unlocks the Company's direct equity
participation in several significant wind and solar projects in South Africa,
which will provide a second material revenue stream for the Company. Chariot
is working alongside a major European Independent Power Producer ("IPP") on
these assets, and this power generation is directly linked into the offtake
customers as part of Etana's wheeling capacity. Progress also continues on the
development of the 40MW solar project at Tharisa's PGM mine in South Africa.
Our equity stake will be financed at the subsidiary level with financial close
on these generation projects expected over the coming months and we expect to
have 100MW of power generation, net to Chariot, under construction by the end
of the year. As with the trading business, participation in future generation
projects offers wide ranging, long-term growth potential.
Chariot's power to mine projects for First Quantum Minerals and Karo, which
are part of an important longer term pipeline, are progressing well and we are
also considering a number of opportunities related to Chariot's water
business.
The market has cooled around green hydrogen for the time being, but we still
see it as playing a fundamental part in achieving lower carbon emission
targets. We continue to work across our asset portfolio, whilst looking at
other possibilities in this sector, as we remain convinced it will be another
future catalyst for growth.
Two Investment Cases and Two Growth Opportunities
Our Upstream business offers a higher risk but higher reward investment
profile, albeit we have looked to mitigate this risk through partnering over
the years. We have always looked at new ventures but in widening our remit to
encompass oil and near-term production or producing assets, we are seeing a
broader set of opportunities come our way for evaluation. We are looking to
take advantage of our long history of working in Africa and reputation in this
space and look forward to providing updates as soon as we are able to do so.
The Renewable Power business offers lower risk and more predictable returns to
those of high impact oil and gas, but these are long term, reliable income
streams and there are a range of growth opportunities here too. Within Etana,
as the private generation market matures, there is the potential to look to
trade third party electricity and over the longer term the team will be
looking to expand into the Southern Africa Power Pool, where wider
deregulation is taking place. The team will also be investigating battery
energy storage solutions. On the generation side, Chariot will continue to
look to leverage its stake in Etana to pursue more equity investments in
generation projects and further tap into the significant growth potential
within this sector. Over time management will also look at wider financing
options which could include securing a longer-term strategic partner to both
fund and grow with.
With these two distinct businesses we now have investment cases that offer
different return profiles and will attract different investors. There have
been two catalysts around the timing of looking to a demerger now, firstly,
resecuring our operatorship in Morocco and secondly, finalising the funding
for Etana. It is our belief that by separating the Group into two vehicles we
can look to give our shareholders the proverbial 'two bites of the cherry' and
create an opportunity to attract different pools of capital.
Conclusion
Thank you as ever to all the Governments, partners, stakeholders and
colleagues that we work with. It is a pleasure to work with the Ministries in
Morocco, Mauritania, South Africa, Namibia, Zambia, Zimbabwe and Djibouti and
each of the teams we have in country. Thank you to our shareholders for their
ongoing support of the recent fundraise. We as a Board and management team
continue to be the largest investors in the Group so we remain very much
aligned with our fellow holders and we have a material interest in creating
value and delivering success.
We are now forming two standalone business units in an emerging market and on
an untapped continent which has the resources to provide power in all its
shapes and forms to an ever-hungry, energy demanding and consuming world.
Chariot sits right within this mix as we look to provide opportunities and
solutions to supplying much needed energy across Africa and the globe. We will
continue to be nimble, entrepreneurial and adapt where we may need to but we
have a clear plan to deliver value in dividing the Group this year,
implementing our new upstream strategy and growing our renewable power
portfolio.
Adonis Pouroulis
Chief Executive Officer
29 June 2025
CHIEF FINANCIAL OFFICER'S REVIEW
Funding and Liquidity as at 31 December 2024
The Group had a cash balance of US$2.9 million as at 31 December 2024 (31
December 2023: US$6 million) and net liabilities excluding cash of US$3
million (31 December 2023: US$3.2 million). Post year-end, net proceeds of
US$6.5 million were received in June 2025 from a further successful equity
fundraising and the Group remains debt free.
During 2024, the Group invested c.US$21 million (31 December 2023: c.US$23
million) into the business through its exploration campaigns offshore and
onshore Morocco, business development within the Transitional Power and Green
Hydrogen businesses, and administration activities.
The farm-out proceeds of US$10 million from partnering with Energean in April
2024, along with net proceeds of the US$9.1 million equity fundraise in August
2024, allowed the Group to execute the drilling of two wells onshore Morocco
in addition to the full exploration well carry offshore; progress business
development activities; mature and generate value in the Transitional Power
business to the point of subsidiary financing in Etana; and progress other
projects within renewables, water and the Green Hydrogen pillar.
As at 31 December 2024, US$0.7 million of the Group's cash balances were held
as security against Moroccan licence work commitments. The decrease from
US$1.05 million as at 31 December 2023 was due to a reduction in bank
guarantees relating to the offshore licences in Morocco.
Financial Performance - Year Ended 31 December 2024
The Group's loss after tax for the year to 31 December 2024 was US$22.3
million, an increase of US$6.7 million on the US$15.6 million loss incurred
for the year ended 31 December 2023 primarily driven by impairments to
inventory of US$1.9 million and drilling costs on the Morocco onshore licence
of US$ 5.1 million. This equates to a loss per share of US$(0.02) compared to
a loss per share of US$(0.02) in 2023.
The share-based payments charge of US$3.4 million for the year ended 31
December 024 was US$2.3 million lower than the US$5.7 million in the previous
year due to the vesting of historic employee and Directors' deferred share
awards.
To provide further detail of total operating expenses, green hydrogen and
other business development costs have been split out from other administrative
expenses within the consolidated statement of comprehensive income.
Green Hydrogen and other business development costs of $1.6 million (31
December 2023: $1.3 million) comprise non-administrative expenses incurred in
the Group's Green Hydrogen business development activities, the majority of
which relate to Project Nour in Mauritania and developing the electrolyser
pilot project in Morocco.
Other administrative expenses of US$10.1 million for the year ended 31
December 2024 are higher than the previous year's US$8.7 million reflecting an
increased share of the costs of Etana in its pre-financing phase and
associated professional fees in the financing project of Etana.
Finance income of US$0.2 million (31 December 2023: US$0.2 million) reflects
bank interest received on the cash balance over the period, as well as foreign
exchange gains on non-Sterling currencies.
Total finance expenses of US$0.4 million (31 December 2023: US$0.2 million)
include a reduction in foreign exchange losses of US$0.2 million, which were
higher in the prior period reflecting the higher cash balances in sterling
through the period. A US$0.1 million expense (31 December 2023: US$0.1 million
expense) on the unwinding of the discount on the lease liability under IFRS 16
and a $0.2 million expense on the unwinding of Etana contingent consideration
are included (31 December 2023: $Nil).
Exploration and Evaluation Assets as at 31 December 2024
The carrying value of the Group's exploration and evaluation assets comprise
US$52.1 million (31 December 2023: US$61.8 million) in relation to the
existing offshore Moroccan geographic area, and US$4.4 million in relation to
onshore Morocco (31 December 2023: US$1.2 million).
The reduction in the carrying value of the offshore Morocco cost pool reflects
the credit of US$10 million in farm-in proceeds from Energean. Additions of
US$2.8 million to the offshore Morocco pool (31 December 2023: US$10 million)
were mostly offset by joint venture recoveries of US$2.5 million primarily due
to the secondment of Chariot's drilling team to the Anchois-3 well. Whilst the
results of the Anchois-3 well were disappointing in September 2024, Chariot
was fully carried through the drilling campaign which is a validation of our
partnering strategy. In the onshore geographic area, a further US$8.3 million
(31 December 2023: US$1.2 million) was invested in a two well drilling
campaign in the Loukos licence, which yielded one gas discovery in the Dartois
target (OBA-1) and one sub-economic well on the Gaufrette target (RZK-1), for
which costs of US$5.1 million have been written off.
Other Assets and Liabilities as at 31 December 2024
The carrying value of goodwill of US$0.4 million as at 31 December 2024 (31
December 2023: US$0.4 million) reflects the intellectual property, management
team and customer relationships acquired through the business combination of
AEMP in 2021. In 2022, three Memoranda of Understandings were announced for
projects in the mining portfolio totalling over 500MW of power. These projects
are large scale and are being progressed through partnership agreements, with
minimal commitments in the near term. No impairment of the goodwill was
identified in the period from acquisition to 31 December 2024.
The fair value of the Group's investment in power projects relates to the 10%
project equity holding in the Essakane solar project in Burkina Faso as
acquired with AEMP and is valued at US$0.2 million (31 December 2023: US$0.3
million). The fair value of the project was adjusted down to US$167,000 to
reflect the sale completed in the post-period.
US$0.6 million capitalised in property, plant and equipment relates to the
desalination plant proof-of-concept water project in Djibouti, which has
generated associated revenue of US$162,000 in 2024 (31 December 2023:
US$80,000, having started in July 2023).
In 2024, remaining items from recent drilling campaigns have been disposed of
or impaired in full resulting in an impairment loss of US$1.9 million. The
remaining balance of items totalling $0.1 million was sold in the post-period.
As at 31 December 2024, the Group's net balance of current trade and other
receivables and current trade and other payables shows a net current liability
position of US$3 million (31 December 2023: US$3.2 million) with the decrease
primarily due to a reduction in payables on the Moroccan licences.
Under IFRS 16 the UK office lease results in a depreciating right-of-use asset
of US$0.7 million (31 December 2023: US$1.2 million) and a corresponding lease
liability based on discounted cashflows of US$0.8 million (31 December 2023:
US$1.3 million).
Outlook
Following the oversubscribed fundraising, that was successfully completed in
June 2025, we will now focus on demerging the Upstream and Renewable Power
businesses. We firmly believe that, in Etana, we have created a unique
business that is very well placed to capture the opportunity from the rapidly
reforming South African electricity market and see long-term growth within the
power generation market. We look forward to the next steps for our Moroccan
projects, as we work in partnership with ONHYM to redefine and adapt our
development plans across our offshore and onshore acreage and recognise that
further partnering activities are a priority, particularly within Morocco
itself, to progress these assets. We are also excited by the range of new
ventures that we are evaluating as we engage our network and expertise across
the African continent.
Julian Maurice-Williams
Chief Financial Officer
29 June 2025
UPSTREAM OIL AND GAS
As Chariot has evolved over the years, so too has our hydrocarbon strategy,
and we have remained both flexible and dynamic as we have adapted to changes
across the industry. Now, in response to the notable shift back into oil and
gas exploration, we are resetting and redefining our Upstream portfolio to
look to capture the opportunities that this brings and are embracing a
renewed, broader vision for our independent oil and gas business.
We aim to leverage our management and technical team experience and network
across Africa to access high impact oil and gas projects that span the full
value chain. We are focused on growth and our strategy is to identify
overlooked, undervalued opportunities that may lie under the remits of larger
companies and could benefit from our operating and technical experience. As a
smaller sized operator, we have a niche position within this sector and with
our strong track record of funding projects through partnering, we are
accessing and evaluating a range of near-term growth opportunities.
The industry has also seen a move back towards early stage but larger-scale
offshore activities, taking advantage of advances in technology, with industry
leaders pushing the boundaries back into deep-water exploration and we believe
our assets that have multi-Bboe oil and multi-TCF gas resource potential also
sit very much within this trend.
We are looking to expand and diversify our portfolio through the
identification of high-quality opportunities across exploration, development
and production but simultaneously we remain committed to advancing our
existing Moroccan portfolio.
Morocco
In an advantaged acreage position, with direct access to Morocco's primary
industrial and infrastructure hubs, Chariot owns and operates three petroleum
licences with a 75% working interest in each of its offshore Lixus and Rissana
and onshore Loukos licences. The Moroccan state-owned Office National des
Hydrocarbures et des Mines ("ONHYM") holds the remaining 25% working interest
in all licences. Last year, we successfully completed two drilling campaigns,
safely and efficiently, effectively drilling four wells in the process.
Across our acreage, we have a portfolio of scalable opportunities, including
low-cost, near-term development assets, appraisal targets and drill-ready
exploration prospects. Importantly, Chariot remains dedicated to looking to
provide energy directly into the domestic market and our range of development
options gives us multiple routes of supply. With our in-country knowledge and
relationships, we are looking to work with the Kingdom of Morocco to help
provide power to industry, but also, being on the doorstep of Europe, enable
the export of surplus volumes into Spain via the existing GME pipeline.
Currently, Morocco imports nearly all of its hydrocarbons so is therefore also
incentivised to promote oil projects.
We are committed to playing a part of the growing Moroccan energy landscape
and their rapidly growing economy, where project value is underpinned by
excellent fiscal terms in country. There is an increasing range of other
operators who are also driving investment there and we see a very positive
future for the E & P sector.
Anchois Gas Field: Re-focusing on a Core Development
In December 2023, we announced a partnership agreement with Energean on our
Lixus and Rissana offshore blocks, with them taking over operatorship and a
45% and 37.5% working interest, respectively.
The Anchois-3 drilling campaign was carried out in September 2024 and had
three key objectives; to re-drill the discovery interval encountered in the
Anchois-1 and Anchois-2 wells, to appraise the additional intervals newly
discovered in Anchois-2, and to expand the development resource base by
unlocking further exploration targets.
In re-drilling the discovery, we encountered gas in the main B sands which
were thinner than hoped but still provided an additional 24m net pay in the
east of the field. The appraisal leg of the well assessed the reservoir
associated with the C and M sand but demonstrated poorer reservoir development
compared with Anchois-2 in a down-dip, off-axis location. The exploration
objectives, which focused on the O sands did not deliver the additional
volumes required to enable an expansion of the initially planned Anchois
development, but did encounter thick intervals of good quality reservoir,
which is important for surrounding prospectivity of the same age.
The campaign did not deliver the anticipated results with the main reason
related to the trapping integrity of the fault seals across the Anchois field
structure. The rich set of subsurface data acquired during the campaign will
help further inform and revise the subsurface interpretation and Chariot
remains confident that the Anchois gas field retains the potential for an
economically viable development. Improved seismic calibration has the
potential to also de-risk the gas resource distribution and volumes in
surrounding tie-back prospects, which may augment Anchois gas resources. The
reservoir quality from Anchois-3 in the gas pay intervals of the B sand
reservoir alone confirms the potential for high-rate producer wells in an
eventual development. Additionally, the drilling performance was excellent,
with higher deviations than previous campaigns, which will assist us in the
optimisation in the design of any future development wells and their
associated completions.
In May 2025, we announced that Energean had transferred their equity back to
us, and we will now work with ONHYM to look to adapt and rescale the offshore
gas development project whilst incorporating the further de-risked surrounding
prospectivity. Having already completed a previous Front End Engineering and
Design ("FEED") study and with environmental permits in place, we already have
a mature development plan which can be utlilised for such a revised
development. The initial farm-out process attracted a range of industry
interest which validated our approach to the project, and which sets us in
good stead as we may look to this market again in the future to help us to
advance the project. We also believe that the increased appetite from upstream
investors within Morocco will bring additional prospective financing options
for the project.
Exploration: A Portfolio of Opportunities
With a contiguous block presence over northern Morocco of c.10,000km(2),
onshore to offshore, and utilising circa 3,000km(2) 3D and over 10,000km of 2D
seismic data, Chariot has developed a unique understanding of the evolutionary
history of this basin and its related hydrocarbon prospectivity. We have used
this advantage to identify a substantial exploration prospect and lead
inventory across our acreage, including giant-scale drilling opportunities.
The data and subsurface insights from our drilling campaigns both onshore and
offshore during the past year are also invaluable in fine-tuning this
understanding and will be instrumental in maturing our forward work and
development programmes.
Lixus and Rissana Offshore
The wider exploration prospectivity across the vast Lixus and Rissana licences
encompasses a variety of reservoir systems of the Rharb basin.
The Tertiary deepwater reservoir play of the Anchois gas field also underpins
several other high-graded exploration opportunities such as Anchois West and
the Anguille prospect. Anguille, which is located in shallow water and in
proximity to the planned Anchois offshore flowline route, offers an attractive
near-term drilling opportunity which has clear operational synergies with
Anchois, and which could augment Anchois gas resources to deliver a more
valuable development, or even be a lower-CAPEX initial development. Together
with other nearby prospects, this shallow water cluster of prospects holds a
total internal best estimate recoverable resource base of approximately
500Bcf, with Anguille alone holding a potential of 169Bcf P50 resource, (as
independently assessed by Netherland Sewell Associates Inc ("NSAI")).
In Rissana, giant-scale resource potential exists in higher risk, higher
reward opportunities that offer both oil and gas targets. The Jurassic delta
clastic play, hosts a variety of prospects across delta-top, slope and basin
floor settings imaged on modern 3D seismic data, including the Beluga prospect
which is estimated to contain prospective resources of over 2Tcf (in a gas
case) or 0.55 BBbbls (in an oil case) as independently assessed by NSAI.
Recent work has also identified a Miocene basin floor fan play, which holds
multi-Tcf potential, and has the potential for further uplift and definition
of attractive drilling opportunities subject to the acquisition of further
seismic data.
With the renewed focus on exploration investments within the sector, we
believe that these offshore opportunities represent an attractive farm-out
opportunity. Going forward we will look to partner on these areas to progress
the work programmes towards further drilling and to unlock the significant
potential we recognise.
Loukos Onshore
Having successfully and safely delivered a fast-tracked two well drilling
campaign, Chariot announced the results of the RZK-1 well and a gas discovery
at the OBA-1 well in the Loukos Onshore block in May 2024.
Through this drilling campaign, our first located in an onshore setting, we
gained invaluable operational expertise and were able to de-risk a previously
overlooked reservoir system which was found to be well-developed in both wells
and with intervals of excellent quality. The RZK-1 well, the first in the
campaign, encountered a 200m gross interval of quartz rich, shelf-slope
channel sands, with gas shows, although unfortunately this was found to be
largely water-bearing on wireline logs. In OBA-1, the second well, drilled
10km to the north-east of RZK-1, reservoir sands of various quality were
encountered over a gross interval of approximately 200m. Within this interval,
potential gas pays were identified coincident with high resistivity and
elevated mudgas readings, and the well was left suspended with a Christmas
tree installed to allow future testing operations.
Alongside the drilling activities, we have also performed an extensive seismic
re-processing of the existing 2D and 3D seismic datasets and the step-change
in imaging has allowed us to regionally map the distribution of the reservoirs
encountered in the wells in a basin which remains under-explored. This
interpretation work has also identified deeper, larger-scale exploration
opportunities in new plays, supported by offset well results, which offer more
material resource potential. The total resource base of discovered, contingent
and prospective resource is now internally estimated at over 100Bcf P50
recoverable, which offers significant potential value considering the lower
costs and high industrial gas prices within reach of the Loukos licence area.
Our forward path on this licence is to conclude a farm-out process with the
aim of attracting an aligned partner to assist in the funding of a multi-well
drilling and testing campaign to confirm the gas resources required to unlock
a development from legacy discoveries and potentially new exploration
drilling.
New Ventures: Diversifying Our Future
We continue to pursue the opportunity to return to active participation in
Namibia, in the southern Orange basin where we hold a 10% back-in right and
were an early entrant in exploring this region. Significant discoveries have
recently been made offshore and we intend to secure a preferential position in
this global exploration hotspot using our team's expertise and deep subsurface
understanding to identify prospects, attract partners and ultimately expedite
an exploration drilling campaign.
As we move forward with our broader hydrocarbon strategy, we will draw on our
network, experience and operational track record on the continent to identify
attractive business development opportunities. In originating these deals, we
need to remain opportunistic, however we will look to avoid competitive
processes and to focus on areas where we identify value overlooked by the
industry. In looking for scalable projects, typically this will be a
combination of exploration, near-term development and late-life production,
where we see the biggest scope for value creation.
Importantly, and in order to create a balanced portfolio, we are targeting
projects in the best basins where we believe future funding can be attracted
at the asset level, through successful partnering in the case of exploration
or debt financing in the case of development or producing assets, for example.
We are now at a new beginning of building out a fully fledged upstream
company, which already contains an attractive set of exploration and
development projects in our Moroccan portfolio, whilst we look to secure
valuable projects from a growing pipeline of new venture opportunities.
Duncan Wallace
Technical Director
29 June 2025
RENEWABLE POWER
Chariot's Renewable Power business is focused on providing competitive,
sustainable and reliable energy through generating and trading renewable power
in South Africa as well as progressing the development of its power-to-mining,
water and green hydrogen projects on the continent.
As set out in March last year, Chariot undertook a strategic review of this
business to look to secure funding at the subsidiary level and enable ongoing
growth and development of the portfolio. Management subsequently conducted an
extensive roadshow in South Africa and met with a range of investors as part
of this process and multiple expressions of interest were received from South
African focused investors to finance both the Etana electricity trading
platform and generation assets.
Electricity Trading
Chariot's Transitional Power business has materially shifted focus in recent
months due to the developments made by Etana Energy. Etana, with respective
ownership updated post period end to Chariot (economic interest (34%)), H1
Holdings (Pty) Limited ("H1") (economic interest (36%)), Norfund (economic
interest (20%)) and Standard Bank (economic interest (10%)), is focused on
providing competitive, sustainable end-to-end energy solutions through the
connecting of power generation projects to commercial and industrial users by
aggregating and wheeling electricity across South Africa's national grid. H1,
which co-founded Etana along with Chariot, is a black-owned and managed
company based in South Africa, which has a proven track record in developing
and investing in large renewable projects.
Market Opportunity
Major deregulation has been taking place in South Africa's electricity market
that now provides licence holders the opportunity to trade electricity to a
range of high-volume offtakers as well as the opportunity to participate in
new renewable energy generation projects.
South Africa's energy market is the largest on the continent. It has
historically been controlled by the state-owned entity Eskom and predominantly
relied on coal as the main source of the country's power. South Africa has
experienced significant electricity supply issues for a long time with many
instances of load shedding and power outages and there is a need for new
energy to fill the gap as a number of coal-fired power stations are coming to
end of life. There is a forecasted additional power requirement of 30GW needed
by 2030 and to address the supply and demand gap, the Government has permitted
private electricity generation with a focus on renewable power as a long-term
energy source. Government has also granted trading licences which allows
private companies to buy and sell electricity through the national grid and
sell it onto customers. This wide scale deregulation created a material market
opportunity and Etana was one of the first companies to apply for and receive
a trading licence from NERSA, the South African regulator.
Etana offers a greener energy solution and in turn, a rapidly scalable
business opportunity. Etana has developed a "many generators to many
offtakers" business model and is effectively building a new utility business
as it looks to supply competitively priced, cleaner power to some of South
Africa's largest commercial and industrial users. Over 20 long-term Power
Purchase Agreements ("PPAs") have been signed with some of the largest
electricity consumers in country including Growthpoint, Autocast, Petra
Diamonds, Tharisa and the V&A Waterfront in Cape Town and work is ongoing
in signing further offtake PPAs. The offtake of the initial generation is
already oversubscribed by 50% and this is indicative of the high demand and
future growth potential. As well as providing well-priced power, the ability
to harness wind both day and night to complement solar energy output offers a
reliable path to much needed sustainable supply for energy-intensive
businesses.
Etana Financing
In 2025, by securing US$155 million in guarantee finance from the British
International Investment, GuarantCo and Standard Bank, Etana became a
creditworthy entity. This was important and will enable the development of
major generation projects as it means generators can get a competitive price
for their electricity from a bankable business which in turn allows them to
project finance and build new large wind and solar projects with certainty
that they will be paid. The first of these projects was the 75MW Du Plessis
Dam PV2 solar project which reached financial close in March 2025 and is being
constructed by Mulilo, one of South Africa's largest independent power
producers. Etana has signed its first 20-year PPA for the entire offtake and
it is anticipated that average margins of 15% can be achieved on traded
volumes across the portfolio of wind and solar projects.
Generation projects
As with the trading business, participation in future generation projects
offers long-term growth potential and in taking equity stakes in generation
projects, Chariot is accessing a second important revenue stream. With three
shovel ready wind projects totalling 315MW in the initial portfolio, Chariot
is working alongside a world class sponsor on these assets, and this power
generation is directly linked into the offtake customers as part of Etana's
wheeling capacity. With financial close on these generation projects expected
over the coming months, Chariot's equity stake in the projects is anticipated
to be financed at the subsidiary level. Going forward, Chariot will continue
to look to leverage Etana's position to secure further equity positions in
more generation projects and continue to build its position in this market.
Power to Mining Projects
Within its power to mining portfolio, Chariot has continued to progress its
portfolio of projects where it is developing onsite renewable energy for
mining operations to establish a secure and direct energy supply, reduce
reliance on heavy fuel and help contribute to lower carbon footprints.
In Burkina Faso, Chariot and Total Energies recently sold their stakes in the
operational 15MW solar project at IAMGOLD's Essakane gold mine back to the
mine for future stewardship. Chariot had a 10% stake in this asset, so this
sale was not material to the balance sheet, but was an excellent example of
project execution, which when inaugurated was one of the largest hybrid solar
thermal plants in the world.
THARISA: SOUTH AFRICA: Solar Power Project
In partnership with Tharisa and TotalEnergies, Chariot is developing the 40MW
solar PV Buffelspoort project at Tharisa's chrome and platinum group metals
mine in the north west province of South Africa and work across all project
development and permitting workstreams has been ongoing.
The plant, to be built on Tharisa's property and connected behind the meter,
will contribute to the company's goal of reducing its carbon footprint,
supplying around 30% of the mine's electricity needs and substantially
reducing its dependence on coal fired power. Tharisa has also signed a 15-year
PPA with Etana to provide up to a further 44% of the mine's energy demand.
FIRST QUANTUM MINERALS: ZAMBIA: Wind and Solar Power Project
Alongside TotalEnergies, Chariot is progressing the development of 430MW of
combined wind and solar power to look to expand Zambia's existing renewable
energy capacity and provide First Quantum Minerals with competitive and
sustainable power for its Zambian mining operations. Once completed, the
combined project will be one of the largest renewable energy projects in
Zambia and a flagship project in the southern Africa region.
The split of power will be 230MW solar PV alongside 200MW wind, and the
requisite permitting and planning is underway. Further updates will follow as
this progresses towards a Final Investment Decision.
KARO PLATINUM: ZIMBABWE: Solar Power Project
In Zimbabwe, Chariot is working on the development of a 30MW solar plant, to
supply competitive electricity on site at Karo's platinum mine in Zimbabwe.
Chariot is now partnering with Solarcentury to develop this project on a 50 /
50 basis and with Tharisa as a 75% shareholder in Karo, this is also linked to
their carbon emission reduction targets.
Renewable Water Production Business:
Chariot's water business is focused on delivering clean water solutions on the
African continent using renewable energy. The process utilises a modular,
scalable, reverse osmosis technology that can be powered 100% by solar energy
to produce desalinated water. The objective is to originate, invest in and own
decentralised water supply projects that can provide affordable and accessible
water for private offtakers and municipalities through long-term offtake
agreements and Chariot is seeing a growing market for these projects.
The first pilot project, the Ghoubet water desalination project which is
affiliated to the largest wind farm in Djibouti was commissioned in June 2023
and continues to run smoothly. This project provides 50m(3) of potable water
per day to around 1,000 people in local communities and will do so for the
next 18 years. This is another very scalable business model and the team is
evaluating further opportunities across the continent. As with the generation
projects the team are pursuing funding for this at the subsidiary level and
discussions are progressing with interested parties.
GREEN HYDROGEN
Chariot continues to work across its green hydrogen assets in Mauritania and
Morocco with the objective of developing a portfolio of projects that has a
mix of near-term production opportunities balanced with long-term scope and
scale. Management is also looking at financing options at the subsidiary level
for these projects and as part of the demerger, they will sit within the
Renewable Power structure going forward.
Mauritania - Project Nour:
Project Nour spans two onshore areas, totalling approximately 5,000km(2)
across northern Mauritania and is equally owned through a 50/50 partnership
between Chariot's fully owned subsidiary Chariot Green Hydrogen and TEH2, a
company co-owned by TotalEnergies and EREN Group. The feasibility study
completed in March 2024 confirmed that at full capacity, with 10GW of
electrolysis installed, it could become one of the most significant green
hydrogen projects in Africa providing offtake opportunities for domestic use
in green steel production as well as the export of green ammonia. The study,
which was completed in compliance with Equator Principles and IFC Performance
Standards, set out a phased approach to a development with an initial phase
scoped to produce renewable capacity of 3GW, which would power up to 1.6GW of
electrolysis capacity and produce 150kt of green hydrogen per annum. Project
Nour is being developed with the support of Mauritania's Ministry of
Petroleum, Energy and Mines and the next steps include completion and signing
of the investment convention, completion of the engineering conceptual study
and securing offtake agreements.
Chariot has been working alongside TEH2 and TotalEnergies' in-house Power-2-X
engineering unit 'OneTech' on the technical side of the project. The OneTech
team consists of highly experienced engineers and its specialist teams
(spanning solar, wind, port, pipeline and road infrastructure as well as green
hydrogen and ammonia plants) were instrumental in delivering the feasibility
study for Nour with their expertise shared from work across other large-scale
projects being invaluable.
Proof-of-concept projects
Chariot also continues to work alongside UM6P University Mohammed VI
Polytechnic ("UM6P") and Oort Energy on developing the electrolyser pilot
project in Morocco. The partnership will test a 1MW polymer electrolyte
membrane electrolyser system, developed and patented by Oort, at OCP's Jorf
Lasfar industrial complex which will run capacity of the electrolyser in an
industrial setting and evaluate the feasibility of larger-scale green hydrogen
and ammonia production in-country.
The 1MW electrolyser is pending delivery to Morocco but this was officially
commissioned and produced its first green hydrogen in the UK in March 2025 and
is expected to be in situ later this year. Other pilot projects are also in
discussion with large industrial players that have a long-term vested interest
in green hydrogen offtake and its derivatives.
Chariot Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December
2024
Year ended 31 December 2024 Year ended 31 December 2023
Notes US$000 US$000
Revenue 3 162 80
Share-based payments 28 (3,350) (5,652)
Impairment of inventory 18 (1,855) -
Impairment of exploration asset 11 (5,064) -
Fair value adjustment to investment in power projects 13 (167) -
Hydrogen and other business development costs (1,649) (1,285)
Other administrative expenses (10,144) (8,680)
Total operating expenses (22,229) (15,617)
Loss from operations 5 (22,067) (15,537)
Finance income 7 169 202
Finance expense 7 (443) (236)
Loss for the year before taxation (22,341) (15,571)
Tax expense 9 - -
Loss for the year (22,341) (15,571)
Other comprehensive income:
Items that will be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations 74 (14)
Increase in ownership interest of non-controlling interest (14) -
Other comprehensive income for the year, net of tax 60 (14)
Total comprehensive loss for the year (22,281) (15,585)
(Loss)/ profit for the year attributable to:
Owners of the parent (22,350) (15,578)
Non-controlling interest 9 7
(22,341) (15,571)
Total comprehensive (loss)/ profit attributable to:
Owners of the parent (22,276) (15,592)
Non-controlling interest (5) 7
(22,281) (15,585)
Loss per Ordinary share attributable to the equity holders of the parent - 10 US$(0.02) US$(0.02)
basic and diluted
All amounts relate to continuing activities. The notes form part of these
final results.
Chariot Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2024
For the year ended 31 December 2023
Share based payment reserve Other components of equity
Share capital Share premium Retained deficit Total attributable to equity holders of the parent Non-controlling interest
Total equity
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
As at 1 January 2023 14,263 413,843 6,099 935 (374,081) 61,059 (2) 61,057
(Loss)/ profit for the year - - - - (15,578) (15,578) 7 (15,571)
Other comprehensive loss - - - (14) - (14) - (14)
Loss and total comprehensive loss for the year - - - (14) (15,578) (15,592) 7 (15,585)
Issue of capital 1,451 18,733 (1,146) - - 19,038 - 19,038
Issue costs - (1,284) - - - (1,284) - (1,284)
Movements on shares to be issued reserve - - - (142) 142 - - -
Share-based payments - - 5,652 - - 5,652 - 5,652
As at 31 December 2023 15,714 431,292 10,605 779 (389,517) 68,873 5 68,878
The notes form part of these final results.
Chariot Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2024 (continued)
For the year ended 31 December 2024
Share based payment reserve Other components of equity
Share capital Share premium Retained deficit Total attributable to equity holders of the parent Non-controlling interest
Total equity
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
As at 1 January 2024 15,714 431,292 10,605 779 (389,517) 68,873 5 68,878
(Loss)/ profit for the year - - - - (22,350) (22,350) 9 (22,341)
Increase in ownership interest of non-controlling interest - - - - - - (14) (14)
Other comprehensive loss - - - 74 - 74 - 74
Loss and total comprehensive loss for the year - - - 74 (22,350) (22,276) (5) (22,281)
Issue of capital 1,640 10,657 (3,420) - - 8,877 - 8,877
Issue costs - (589) - - - (589) - (589)
Share-based payments - - 3,350 - - 3,350 - 3,350
As at 31 December 2024 17,354 441,360 10,535 853 (411,867) 58,235 - 58,235
The notes form part of these final results.
Chariot Limited
Consolidated Statement of Financial Position as at 31 December 2024
31 December 2024 31 December 2023
Notes US$000 US$000
Non-current assets
Exploration and evaluation assets 11 56,516 62,956
Goodwill 12 380 380
Investment in power projects 13 167 334
Equity-accounted investments 15 1,627 -
Property, plant and equipment 16 668 646
Right-of-use asset 20 656 1,242
Total non-current assets 60,014 65,558
Current assets
Trade and other receivables 17 605 1,263
Inventory 18 127 1,808
Cash and cash equivalents 19 2,879 6,016
Total current assets 3,611 9,087
Total assets 63,625 74,645
Current liabilities
Trade and other payables 21 3,638 4,429
Lease liability: office lease 20 392 430
Total current liabilities 4,030 4,859
Non-current liabilities
Lease liability: office lease 20 404 908
Other liabilities: contingent consideration 22 956 -
Total non-current liabilities 1,360 908
Total liabilities 5,390 5,767
Net assets 58,235 68,878
Capital and reserves attributable to equity holders of the parent
Share capital 23 17,354 15,714
Share premium 441,360 431,292
Share-based payment reserve 10,535 10,605
Other components of equity 24 853 779
Retained deficit (411,867) (389,517)
Capital and reserves attributable to equity holders of the parent 58,235 68,873
Non-controlling interest 14 - 5
Total equity 58,235 68,878
The notes form part of these final results.
The financial statements were approved by the Board of Directors and
authorised for issue on 29 June 2025.
Andrew Hockey
Chairman
Chariot Limited
Consolidated Cash Flow Statement for the Year Ended 31 December 2024
Year ended 31 December 2024 Year ended 31 December 2023
US$000 US$000
Operating activities
Loss for the year before taxation (22,341) (15,571)
Adjustments for:
Finance income (169) (202)
Finance expense 443 236
Result from equity-accounted investments 475 -
Change in value of investment in power project 167 114
Impairment of exploration asset 5,064 -
Impairment of inventory 1,855 -
Depreciation 516 485
Share-based payments 3,350 5,652
Net cash outflow from operating activities before changes in working capital (10,640) (9,286)
Decrease/ (Increase) in trade and other receivables 602 (535)
(Decrease)/ Increase in trade and other payables (680) 1,251
Increase in inventories (174) -
Cash outflow from operating activities (10,892) (8,570)
Net cash outflow from operating activities (10,892) (8,570)
Investing activities
Finance income 80 93
Payments in respect of property, plant and equipment (88) (400)
Payments in respect of exploration assets (11,171) (14,246)
Joint venture recoveries 2,455 -
Farm-in proceeds 10,000 -
Payments to increase holding in Etana joint venture (1,027) -
Funding provided to equity-accounted investments (244) -
Net cash outflow used in investing activities 5 (14,553)
Financing activities
Issue of ordinary share capital net of fees 8,288 17,754
Payments of lease liabilities (393) (432)
Finance expense on lease (109) (43)
Net cash from financing activities 7,786 17,279
Net decrease in cash and cash equivalents in the year (3,101) (5,844)
Cash and cash equivalents at start of the year 6,016 12,052
Effect of foreign exchange rate changes on cash and cash equivalents (36) (192)
Cash and cash equivalents at end of the year 2,879 6,016
The notes form part of these final results.
Chariot Limited
Notes forming part of the financial statements for the year ended 31 December
2024
1 General Information
Chariot Limited is a company incorporated in Guernsey with registration number
47532. The address of the registered office is Oak House, Hirzel Street, St
Peter Port, Guernsey, GY1 2NP. The nature of the Company's operations and its
principal activities are set out in the Report of the Directors and in the
Technical Director's Review of Operations.
2 Accounting Policies
Basis of Preparation
The financial statements have been prepared in accordance with UK Adopted
International Accounting Standards.
In accordance with the provisions of section 244 of the Companies (Guernsey)
Law, 2008, the Group has chosen to only report the Group's consolidated
position, hence separate Company only financial statements are not presented.
The financial statements are prepared under the historical cost accounting
convention on a going concern basis.
Going Concern
As at 31 December 2024 the Group had cash of US$2.9 million, no debt, trade
and other receivables of US$0.6 million and trade and other payables of US$3.6
million.
The Group operates as a transitional energy group focused on developing
large-scale gas, renewable power, and hydrogen projects in Africa. To date, it
has not earned any revenues and so is reliant on various options, including
asset partnering, project finance debt, and equity placements at the Group and
subsidiary level to finance overheads and progress its projects to first
revenues.
The Group financial statements have been prepared on a going concern basis
with the Directors of the opinion that the Group will be able to meet its
obligations as and when they fall due.
As at 31 May 2025, the Group had cash of US$1.2 million, no debt, trade and
other receivables of approximately US$0.6 million and trade and other payables
of approximately US$2.9 million.
In June 2025 an equity fundraise completed which raised cash of US$7.1 million
gross of fees.
The Board have reviewed a range of potential cash flow forecasts for the
period to 31 December 2026 including a base case and a reasonable possible
downside scenario.
This has included the following assumptions:
Transitional Power:
The successful financing of Etana has provided a read-through valuation for
Chariot's economic interest in the business and an important asset that
underpins the Group balance sheet. Chariot's involvement in Etana also unlocks
the Company's direct equity participation in several significant renewable
projects in South Africa which will provide a second material revenue stream
for the Company. Three wind projects totalling 315MW are in the initial
portfolio; Chariot is working alongside a major European IPP on these assets,
and this power generation is directly linked into the offtake customers as
part of Etana's electricity wheeling capacity. With financial close on these
generation projects expected over the coming months, Chariot's equity stake in
the projects is anticipated to be financed at the subsidiary level and for
that reason no committed costs are included in the cash flow forecast. These
value drivers are expected to form the basis of the demerged business.
Under the base case the Directors have forecast a US$0.5 million outflow to
fund related overheads and development of the Transitional Power business up
until the point of demerger, which has been forecasted to happen in Q4 2025.
Transitional Gas:
Having recovered the previously farmed-out Moroccan offshore licence equity
from Energean in March 2025, the Group is currently working with its partner
ONHYM to look to adapt and rescale the offshore gas development project whilst
incorporating the further de-risked surrounding prospectivity. Management is
encouraged by interest from upstream investors within Morocco that can
potentially bring additional financing options for both the offshore projects
and the onshore Loukos licence. The drilling of two wells in Loukos has
fulfilled current licence commitments and our forward path is to conclude a
farm-out process with the aim of attracting an aligned partner to assist in
the funding of a multi-well drilling and testing campaign to confirm the gas
resources required to unlock a development from legacy discoveries and
potentially new exploration drilling.
Under the base case the Group estimates a gross US$1.5 million outflow in the
next 12 months in respect of Transitional Gas overheads and other related
costs, with exploration costs that are subject to partnering excluded from the
forecast.
Corporate:
The Directors have forecast a US$3.4 million outflow for ongoing general and
administrative costs of the Group over the next 12 months.
Conclusion
The Directors have reviewed the Group's cash flow forecasts for the 18-month
period to December 2026. The Group's forecasts and projections indicate that
under a sensitised downside scenario whereby a demerger is not concluded,
there would be a cash deficit from Q2 2026, within 12 months of the balance
sheet date. The Group's ability to meet its obligations as and when they fall
due is dependent on the stated strategy to demerge the Renewable Power
business. If this demerging fails to complete within an acceptable timeframe
to the Directors, management is confident that alternate financing options are
available at the subsidiary level to fund ongoing project work and overheads.
In addition, mitigating actions including cutting discretionary expenditure
and deferring creditor payments until subsidiary funding either through
demerger or asset divestment is concluded.
The Directors have made a judgement that the necessary funds to adequately
finance the Group's obligations will be secured and that the Group will
continue to realise its assets and discharge its liabilities in the normal
course of business. Accordingly, the Directors have adopted the going concern
basis in preparing the consolidated financial statements. However, the need
for additional financing in a downside case within a 12 month period indicates
the existence of a material uncertainty, which may cast significant doubt
about the Group's ability to continue as a going concern, and its ability to
realise its assets and discharge its liabilities in the normal course of
business. These financial statements do not include adjustments that would be
required if the Group was unable to continue as a going concern.
New Accounting Standards
The following new standards and amendments to standards are mandatory for the
first time for the Group for the financial year beginning 1 January 2024. The
implementation of these standards and amendments to standards has had no
material effect on the Group's accounting policies.
Standard Effective year commencing on or after
IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback) 1 January 2024
IAS 1 Presentation of Financial Statements (Amendment - Classification of 1 January 2024
Liabilities as Current or Non-current)
IAS 1 Presentation of Financial Statements (Amendment - Non-current 1 January 2024
Liabilities with Covenants)
Certain new standards and amendments to standards have been published that are
mandatory for the Group's accounting periods beginning after 1 January 2025 or
later years to which the Group has decided not to adopt early when early
adoption is available.
The implementation of these standards and amendments is expected to have no
material effect on the Group's accounting policies. These are:
Standard Effective year commencing on or after
Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign 1 January 2025
Exchange Rates)
Amendments to the Classification and Measurement of Financial Instruments 1 January 2026
(Amendments to IFRS 9 Financial Instrument)
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 16 - Leases
Under IFRS 16 lease liabilities are initially measured at the present value of
the remaining lease payments and discounted using an incremental borrowing
rate at the date of recognition. Associated right-of-use assets are measured
at an amount equal to the lease liability adjusted for any prepaid or accrued
lease payments.
Each lease payment is allocated between the liability and finance cost. The
finance cost is charged to profit or loss over the lease period to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. The right-of-use asset is depreciated over the shorter of the
asset's useful life and the lease term on a straight-line basis.
The Group has elected not to recognise right-of-use assets and liabilities for
leases where the total lease term is less than or equal to 12 months, or for
leases of low-value assets. Low-value assets comprise IT equipment and small
items of office furniture. Payments associated with short-term leases and
leases of low-value assets are recognised on a straight-line basis as an
expense in profit or loss.
Further details on the lease liability can be found in Note 20.
Exploration and Evaluation Assets
The Group accounts for exploration and evaluation costs in accordance with the
requirements of IFRS 6 Exploration for and Evaluation of Mineral Resources.
Any costs incurred prior to obtaining the legal rights to explore an area are
expensed immediately to the Income Statement. All expenditures relating to the
acquisition, exploration and appraisal of oil and gas interests, including an
appropriate share of directly attributable overheads, are recognised as
exploration and evaluation assets and initially capitalised by reference to
appropriate geographic areas. Costs recognised as exploration and evaluation
assets are transferred to property, plant and equipment and classified as oil
and gas assets when technical feasibility and commercial viability of
extracting hydrocarbons is demonstrable.
E&E assets are tested for impairment only when there are indicators that
impairment exists. Indicators of impairment include, but are not limited to:
- Rights to explore in an area have expired or will expire in the
near future without renewal.
- No further expenditure is planned or budgeted.
- A decision to discontinue exploration and evaluation in an area
because of an absence of commercial reserves.
- Sufficient data exists to indicate that the book value will not be
fully recovered from future development and production.
The affected E&E assets are tested for impairment once indicators have
been identified. For impairment testing, assets are grouped into cash
generating units, being the smallest group of assets that generate cash
inflows largely independent of other assets or groups of assets. For offshore
exploration assets, assets that will be supported by shared infrastructure are
considered to be a single cash generating unit. For onshore assets, in
determining cash generating units consideration is given to whether
infrastructure will be shared, but due to the differing nature of the
infrastructure cash generating units can include single wells.
Where farm-in transactions occur which include elements of cash consideration
for, amongst other things, the reimbursement of past costs, this cash
consideration is credited to the relevant accounts within the geographic area
where the farm-in assets were located. Any amounts of farm-in cash
consideration in excess of the value of the historic costs in the geographic
area are treated as a credit to the Consolidated Statement of Comprehensive
Income.
Investment in Power Projects
The Group, through its subsidiary Chariot Transitional Power France, held a
10% investment in the Essakane solar project, Burkina Faso. This investment is
recognised at fair value through profit and loss with any movement in fair
value subsequently recognised in the Consolidated Statement of Comprehensive
Income.
The investment is not held under a 'hold to collect' or 'hold to collect and
sell' business model and is therefore categorised as fair value through profit
and loss. Subsequent to the year end the Group sold its entire investment
holding in the Essakane solar project.
Further details on the investment in power projects can be found in Note 13.
Inventories
The Group's share of any material and equipment inventories is accounted for
at the lower of cost and net realisable value. The cost of inventories
comprises all costs of purchase, costs of conversion and other costs incurred
in bringing the inventories to their present location and condition.
Inventory valuation is continually reviewed against expected use in
anticipated future drilling campaigns. Obsolete or damaged inventory is
expensed to the income statement as identified.
Revenue
The Group's revenue is derived from one fixed price contract to provide
desalinated water and therefore the amount of revenue to be earned from the
contract is determined by reference to those fixed prices. Revenue on this
contract is recognised at the point that the desalinated water for each
monthly period has been provided to the customer.
Taxation
Income tax expense represents the sum of the current tax and deferred tax
charge for the year.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that have been enacted or
substantively enacted and are expected to apply in the year when the liability
is settled or the asset realised. Deferred tax is charged or credited to the
Consolidated Statement of Comprehensive Income, except when it relates to
items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
Foreign Currencies
Transactions in foreign currencies are translated into US Dollars at the
exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated into US Dollars
at the closing rates at the reporting date and the exchange differences are
included in the Consolidated Statement of Comprehensive Income.
The functional currency of the Company and its subsidiaries is the US dollar,
except for Chariot Transitional Power France, Chariot Transitional Power
Africa and Chariot Transitional Power South Africa Pty Limited which have the
European Euro as their functional currency.
Translation gains or losses resulting from the translation of the financial
statements from the functional currency to the presentation currency are
recorded as a foreign currency translation reserve in the Statement of Changes
in Equity.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost or fair value on acquisition
less depreciation and impairment. As well as the purchase price, cost includes
directly attributable costs and the estimated present value of any future
unavoidable costs of dismantling, decommissioning and removing items. The
corresponding liability is recognised within provisions. Depreciation is
provided on a straight line basis at rates calculated to write off the cost
less the estimated residual value of each asset over its expected useful
economic life. The residual value is the estimated amount that would currently
be obtained from disposal of the asset if the asset were already of the age
and in the condition expected at the end of its useful life.
Assets in the course of construction are carried at cost, less any recognised
impairment loss. Depreciation of these assets, on the same basis as other
assets, commences when the assets are complete and ready for their intended
use.
Fixtures, fittings and office equipment are depreciated using the straight
line method over their estimated useful lives over a range of three to five
years.
Energy plant and equipment is depreciated using the straight line method over
their estimated useful lives over a range of five - 20 years.
The carrying value of property, plant and equipment is assessed annually and
any impairment charge is charged to the Consolidated Statement of
Comprehensive Income.
Goodwill
Goodwill represents the excess of the cost of a business combination over the
Group's interest in the fair value of identifiable assets, liabilities and
contingent liabilities acquired.
Goodwill is initially recognised as an asset at cost and is subsequently
measured at cost less accumulated impairment losses.
The Group tests goodwill annually for impairment, or more frequently if there
are indications that goodwill might be impaired.
Share-based Payments
Where equity-settled share awards are awarded to employees or Directors, the
fair value of the awards at the date of grant is charged to the Consolidated
Statement of Comprehensive Income over the vesting period. Non-market vesting
conditions are taken into account by adjusting the number of equity
instruments expected to vest at each balance sheet date so that, ultimately,
the cumulative amount recognised over the vesting period is based on the
number of awards that eventually vest. Current equity-settled share awards
issued have no market vesting conditions attached.
Where the terms and conditions of awards are modified before they vest, the
increase in the fair value of the awards, measured immediately before and
after the modification, is also charged to the Consolidated Statement of
Comprehensive Income over the remaining vesting period.
Where shares already in existence have been given to employees by
shareholders, the fair value of the shares transferred is charged to the
Consolidated Statement of Comprehensive Income and recognised in reserves as
Contributed Equity.
For share-based payment transactions with parties other than employees, the
fair value of an equity-settled share-based payment is based on the fair
value of the goods or services provided.
Basis of Consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if it has power over the investee
and it is exposed to variable returns from the investee and it has the ability
to use its power to affect those variable returns. Control is reassessed
whenever facts and circumstances indicate that there may be a change in any of
these elements of control. The consolidated financial statements present the
results of the Company and its subsidiaries ("the Group") as if they formed a
single entity. Intercompany transactions and balances between the Group
companies are therefore eliminated in full.
Non-controlling interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity. Non-controlling interests
consist of the non-controlling shareholder's share of changes in equity. The
non-controlling interests' share of losses, where applicable, are attributed
to the non-controlling interests irrespective of whether the non-controlling
shareholders have a binding obligation and are able to make an additional
investment to cover the loss.
Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition-date fair values of assets
transferred by the Group, liabilities incurred by the Group to the former
owners of the acquiree and the equity interest issued by the Group in exchange
for control of the acquiree. Acquisition-related costs are recognised in
profit or loss as incurred.
Trade and Other Receivables
Trade and other receivables are stated initially at fair value and
subsequently at amortised cost.
Financial Instruments
The Group's financial assets consist of a bank current account or short-term
deposits at variable interest rates and other receivables. Any interest earned
is accrued and classified as finance income.
The Group's financial liabilities consist of trade and other payables. The
trade and other payables are stated initially at fair value and subsequently
at amortised cost.
Joint Arrangements
The Group is a party to a joint arrangement when there is a contractual
arrangement that confers joint control over the relevant activities of the
arrangement to the Group and at least one other party. Joint control is
assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either:
- Joint ventures: where the Group has rights to only the net assets of the
joint arrangement;
- Joint operations: where the Group has both the rights to assets and
obligations for the liabilities of the joint arrangement.
In assessing the classification of interests in joint arrangements, the Group
considers:
- The structure of the joint arrangement
- The legal form of joint arrangements structured through a separate vehicle
- The contractual terms of the joint arrangement agreement
- Any other facts and circumstances (including any other contractual
arrangements).
Joint ventures are initially recognised in the consolidated statement of
financial position at cost, including long-term shareholder loans as
investments in joint ventures. Contingent consideration payable fair value is
estimated at the point of acquisition and discounted as appropriate and
included in the carrying value of the joint venture. Subsequently, joint
ventures are accounted for using the equity method, where the Group's share of
post-acquisition profits and losses and other comprehensive income is
recognised in the consolidated statement of profit and loss and other
comprehensive income (except for losses in excess of the Group's investment in
the joint venture unless there is an obligation to make good those losses).
Contingent consideration payable and classified as a financial liability is
remeasured subsequently through the income statement. Where there is objective
evidence that the investment in a joint venture has been impaired the carrying
amount of the investment is tested for impairment in the same way as other
non-financial assets. The Group conducts some of its Transitional Power and
Green Hydrogen activities jointly with other companies in this way.
Critical Accounting Estimates and Judgements
The Group makes estimates and assumptions regarding the future. Estimates and
judgements are continually evaluated based on historical experiences and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual experience may
deviate from these estimates and assumptions. If these estimates and
assumptions are significantly over or under stated, this could cause a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year. The areas where this could impact the Group are:
a) Areas of Judgement
i. Recoverability of exploration and evaluation assets
Expenditure is capitalised as an intangible asset by reference to appropriate
geographic area and is assessed for impairment against the criteria set out in
IFRS 6 when management assesses that circumstances suggest that the carrying
amount may exceed its recoverable value.
The making of this assessment involves judgement concerning the Group's future
plans and current technical and legal assessments. In considering whether
exploration and evaluation assets are impaired, the Group considers various
impairment indicators and whether any of these indicates existence of an
impairment. If those indicators are met, a full impairment test is performed.
At 31 December 2024 the Group identified a possible indicator of impairment
under the framework of IFRS 6 in respect of exploration and evaluation assets
for its offshore Moroccan assets due to the disappointing results of the
Anchois-3 well and the subsequent withdrawal of the operator Energean from the
licences, which was concluded on 14 May 2025 for a nominal consideration.
Management's judgement is that the nominal consideration is not reflective of
the value of this asset due to further consideration under the farm-out not
being realised. Management recognises the need for additional funding through
partnering in order to fulfil the potential for a rescaled development.
Management strategy going forward will be not only to look to develop the core
resources discovered in earlier wells but also to potentially evaluate making
value-accretive tie-backs from nearby exploration targets, expenditure for
which is subject to partnering and not included within going concern forecast
period. Management has undertaken reviews of the geological inputs into its
base case model which remains economic, but a stress tested scenario with
lower volumes would potentially require additional exploration wells to be
drilled to remain economic. For these reasons, management's view is the
offshore Moroccan assets remain viable and so has not undertaken to impair
them. In relation to its onshore drilling campaign the costs of the RZK-1 well
have been impaired. Further details are given in Note 11.
ii. Assessment of Significant Influence
Where the Group holds more than 20% of the voting rights in an investment,
management considers the appropriate accounting treatment. In making its
judgement, management consider the Group's voting rights, the relative size
and dispersion of the voting rights held by other shareholders, and the
decision-making process under shareholder agreements.
The Group holds 49% of the ordinary shares and voting rights in Etana Energy
(Pty) Limited. The remaining 51% is held by H1 Holdings Pty Limited. A
shareholder agreement is in place which further governs the appointment of
directors and requires the votes of both shareholders to approve all key
matters.
Management continually reassesses its involvement in Etana Energy Pty Limited.
It has concluded it has joint control at the reporting date. In making its
judgement, management considered the Group's voting rights and the
requirements of the shareholder's agreement and determined that no one
shareholder of Etana Energy (Pty) Limited can act unilaterally, with all key
decisions requiring joint consent.
b) Estimates and Assumptions
i. Fair value of contingent consideration
The assessment of the fair value of contingent consideration payable includes
a number of estimates exercised by management. In particular, the fair value
of contingent consideration is dependent on the outcome of many variables
including the future performance of the relevant entity.
The Group estimates the expected future contractual consideration payments due
and chooses a suitable discount rate to calculate the present value of those
cash flows. In undertaking this calculation, the Group is required to make use
of estimates and assumptions concerning Etana Energy's future portfolio of
energy available traded. Further details are given in Note 15.
3 Revenue
31 December 2024 31 December 2023
US$000 US$000
Supply of desalinated water 162 80
The Group's revenue is derived from one fixed price contract held by its
Mauritian subsidiary Oasis Water Limited to provide desalinated water in
Djibouti. Commercial operations started in July 2023.
4 Segmental Analysis
The Group has four reportable segments being Transitional Gas, Transitional
Power (including Water), Green Hydrogen and Corporate costs. The operating
results of each of these segments are regularly reviewed by the Board of
Directors in order to make decisions about the allocation of resources and
assess their performance.
31 December 2024 Transitional Gas Transitional Power Green Hydrogen Corporate Total
US$000 US$000 US$000 US$000 US$000
Revenue - 162 - - 162
Share-based payments - - - (3,350) (3,350)
Impairment of inventory (1,855) - - - (1,855)
Impairment of exploration assets (5,064) - - - (5,064)
Fair value adjustment to investment in power projects - (167) - - (167)
Hydrogen and other - - (1,649) - (1,649)
business development costs
Administrative expenses (855) (3,356) (215) (5,718) (10,144)
Finance income 56 4 - 109 169
Finance expense (92) - - (351) (443)
Loss after taxation (7,810) (3,357) (1,864) (9,310) (22,341)
Additions to non-current assets (6,221) 1,624 - (137) 4,734
Total assets 57,609 2,892 - 3,124 63,625
Total liabilities (1,734) (1,034) - (2,622) (5,390)
Net assets 55,875 1,858 - 502 58,235
31 December 2023 Transitional Gas Transitional Power Green Hydrogen Corporate Total
US$000 US$000 US$000 US$000 US$000
Revenue - 80 - - 80
Share-based payments - (515) - (5,137) (5,652)
Hydrogen and other - - (1,285) - (1,285)
business development costs
Administrative expenses (703) (2,456) (324) (5,197) (8,680)
Finance income 73 24 - 105 202
Finance expense (27) - - (209) (236)
Loss after taxation (657) (2,867) (1,609) (10,438) (15,571)
Additions to non-current assets 11,176 253 - 1,345 12,774
Total assets 66,077 1,866 - 6,702 74,645
Total liabilities (1,324) (387) - (4,056) (5,767)
Net assets 64,753 1,479 - 2,646 68,878
5 Loss from Operations
31 December 2024 31 December 2023
US$000 US$000
Loss from operations is stated after charging:
Impairment of inventory 1,855 -
Impairment of exploration asset 5,064 -
Depreciation of property, plant and equipment 66 50
Depreciation of Right-of-Use asset 450 435
Share-based payments - Long Term Incentive Scheme 2,523 4,652
Share-based payments - Restricted Share Unit Scheme 827 485
Share-based payments - deferred consideration - 15
Share-based payments - other arrangements - 500
Share of post-tax losses of joint venture 475 17
Auditors' remuneration:
Fees payable to the Company's Auditors for the audit of the Company's annual 119 119
accounts
Audit of the Company's subsidiaries pursuant to legislation 24 24
Total payable 143 143
6 Employment Costs
Employees 31 December 2024 31 December 2023
US$000 US$000
Wages and salaries 4,262 4,613
Pension costs 436 459
Employee share-based payments arrangements 1,894 2,887
Sub-total 6,592 7,959
Capitalised to exploration costs (1,560) (2,275)
Total 5,032 5,684
Key management personnel 31 December 2024 31 December 2023
US$000 US$000
Wages, salaries and fees 1,733 2,248
Social security costs 175 261
Pension costs 56 60
Benefits 13 12
Employee share-based payments arrangements 1,456 2,264
Sub-total 3,433 4,845
Capitalised to exploration costs (193) (739)
Total 3,240 4,106
The Directors are the key management personnel of the Group. Details of the
Directors' emoluments and interest in shares are shown in the Directors'
Remuneration Report.
7 Finance Income and Expense
Finance income 31 December 2024 31 December 2023
US$000 US$000
Foreign exchange gain 83 103
Bank and other interest receivable 86 99
Total 169 202
Finance expense 31 December 2024 31 December 2023
US$000 US$000
Foreign exchange loss 175 193
Finance expense on lease 109 43
Change in fair value relating to contingent consideration liability 159 -
Total 443 236
8 Investments
The Company's principal subsidiary undertakings at 31 December 2024 and 31
December 2023, excluding dormant entities, were:
Subsidiary undertaking Principal activity Country of incorporation Proportion of ownership at 31 December Non-controlling interest ownership at 31 December
2024 2023 2024 2023
Chariot Oil & Gas Investments (Namibia) Limited Holding company Guernsey 100% 100% - -
Chariot Oil & Gas Investments (Morocco) Limited Oil and gas exploration Guernsey 100% 100% - -
Chariot Oil and Gas Statistics Limited Service company UK 100% 100% - -
Enigma Oil & Gas Exploration (Proprietary) Limited(1) Oil and gas exploration Namibia 100% 100% - -
Chariot Oil & Gas Holdings (Morocco) Limited Oil and gas exploration UK 100% 100% - -
Chariot Rissana Limited Oil and gas exploration UK 100% 100% - -
Chariot Transitional Power Limited Holding company and renewable energy solutions UK 100% 100% - -
Chariot Transitional Power Holdings Limited (1) Holding company UK 100% 100% - -
Chariot Transitional Power France(1) Holding company France 100% 100% - -
Chariot Transitional Power Africa(1) Renewable energy solutions Mauritius 100% 100% - -
Chariot Transitional Power South Africa (Pty) Ltd (1) Renewable energy solutions South Africa 100% 100% - -
Chariot Energy Trading (Guernsey) Ltd Holding company Guernsey 100% - - -
Chariot Energy Trading (Pty) Ltd Holding company South Africa 100% - - -
Oasis Water Limited (1) Renewable energy solutions Mauritius 80%(2) 74% 20%(2) 26%
Oasis Water Platform (1) Holding company Mauritius 80%(2) - 20%(2) -
Quantum Solar Limited (1) Holding company UK 100% 100% - -
Chariot Green Hydrogen Limited Green hydrogen solutions UK 100% - - -
( )
( (1))Indirect shareholding of the Company.
((2)) Increased investment in subsidiary undertaking through reorganisation of
water business.
( )
( )
9 Taxation
The Company is tax resident in the UK, however no tax charge arises due to
taxable losses for the year (31 December 2023: US$Nil).
No taxation charge arises in Morocco or the Group subsidiaries as they have
recorded taxable losses for the year. There was no deferred tax charge or
credit in either period presented.
Factors affecting the tax charge for the current year
The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the UK applied to losses for the year
are as follows:
31 December 2024 31 December 2023
US$000 US$000
Tax reconciliation
Loss on ordinary activities for the year before tax (22,341) (15,571)
Loss on ordinary activities at the small profits rate of corporation tax in (4,245) (2,958)
the UK of 19% (31 December 2023: 19%)
Non-deductible expenses 763 1,153
Deferred tax effect not recognised 3,482 1,805
Total taxation charge - -
The Company had tax losses carried forward on which no deferred tax asset is
recognised. Deferred tax not recognised in respect of losses carried forward
total ofUS$15.8 million (31 December 2023: US$12.4 million). Deferred tax
assets were not recognised as there is uncertainty regarding the timing of
future profits against which these assets could be utilised.
10 Loss per Share
The calculation of basic loss per Ordinary share attributable to the equity
holders of the parent is based on a loss of US$22,350,000 (31 December 2023:
loss of US$15,578,000) and on 1,109,872,164 Ordinary shares (31 December 2023:
1,007,791,040) being the weighted average number of Ordinary shares in issue
during the year. Potentially dilutive share awards are detailed in Note 28,
however these do not have any dilutive impact as the Group reported a loss for
the year, consequently a separate diluted loss per share has not been
presented.
11 Exploration and Evaluation Assets
31 December 2024 31 December 2023
US$000 US$000
Net book value brought forward 62,956 51,795
Additions 11,079 11,161
Joint venture recoveries (2,455) -
Impairment of exploration asset (5,064) -
Farm-in proceeds (10,000) -
Net book value carried forward 56,516 62,956
The Group has two cost pools being the Offshore Moroccan geographical area
comprising one cash generating unit and the Onshore Moroccan geographical
area, which comprises multiple cash generating units due to the differing
nature of its infrastructure. As at 31 December 2024 the net book value of the
Offshore Moroccan geographical area US$52.1 million (31 December 2023: US$61.8
million), and the Onshore Moroccan geographical area US$4.4 million (31
December 2023: US$1.2 million).
On 10 April 2024 the Group announced the completion of its Sale and Purchase
Agreement to sell a portion of its interest in, and transfer operatorship of
the Lixus offshore licence, where the Anchois gas development project is
located, and the Rissana offshore licence in Morocco, to Energean plc group
("Energean"). Following the completion, the Group's interest in the Lixus
licence was 30% (Energean: 45%) and in the Rissana licence was 37.5%
(Energean: 37.5%). The Office National des Hydrocarbures et des Mines retained
its 25% carried interest in both licences. The Group received US$10 million
on completion of the transaction and additional joint venture recoveries
throughout 2024 of US$2.4 million primarily from the secondment of its
drilling team to the Anchois-3 drilling campaign. As announced on 14 May 2025,
and detailed in Note 30, the Lixus and Rissana interests sold to Energean were
returned to Chariot in the post period. At 31 December 2024 the Group
identified a possible indicator of impairment under the framework of IFRS 6 in
respect of exploration and evaluation assets for its Offshore Moroccan assets
due to the disappointing results of the Anchois-3 well and the subsequent
withdrawal of the operator Energean from the licences. Management has not
undertaken to impair the Offshore Assets and further details of the work
carried out to support this judgement is given in note 2.
As announced on 15 May 2024, the onshore drilling at the RZK-1 well identified
that reservoirs were water-bearing and sub-economic, and the well has been
plugged and abandoned. With no intention to return to this target, the
associated well costs have been impaired.
12 Goodwill
Goodwill
US$000
Gross carrying amount at 31 Dec 2022 380
Balance at 31 Dec 2023 and 31 Dec 2024 380
The goodwill balance US$380,000 relates to the acquisition of Africa Energy
Management Platform in 2021 and reflects the intellectual property, management
team and customer relationships acquired through the business combination now
contained in the Transitional Power segment.
The Group tests cash-generating units with goodwill annually for impairment,
or more frequently if there is an indication that a cash-generating unit to
which goodwill has been allocated may be impaired. The recoverable amount of a
cash generating unit is the higher of the cash-generating unit's fair value
less cost of disposal and its value-in-use.
Fair value less cost of disposal has been used to assess the recoverable
amount of the Group's goodwill. Fair value less cost of disposal is determined
using earnings multiples derived from observable market data from recent
transactions within the solar and wind sector. The fair value measurement is
categorised as a level 2 fair value based on the inputs in the valuation
techniques used.
13 Investment in Power Projects
31 December 2024 31 December 2023
US$000 US$000
Essakane power project 167 334
The Group's investment in power projects represents its 10% project equity
holding in the Essakane power project. The investment is fair valued at each
reporting date and has been classified within level 3 of the hierarchy (as
defined in IFRS 13) as the investment is not traded and contains unobservable
inputs. Due to the nature of the investment, it is always expected to be
classified as level 3. There have been no transfers between levels during the
year ended 31 December 2024. Subsequent to the year end, the Group sold its
entire equity holding in the Essakane power project for US$167,000.
14 Non-controlling Interests
Oasis Water Limited and its parent Oasis Water Platform, both subsidiaries of
the Group, have immaterial non-controlling interests ("NCI"). Summarised
financial information in relation to Oasis Water Limited and Oasis Water
Platform, before intra-group eliminations, is presented below together with
amounts attributable to NCI:
For the period ended 31 December 31 December 2024 31 December 2023
US$000 US$000
Revenue 162 80
Administrative expenses (97) (52)
Profit before and after tax 65 28
Profit allocated to NCI 9 7
Other comprehensive income allocated to NCI - -
Impact of change in interest held for the year (9) -
Total comprehensive income allocated to NCI - 7
Cash inflows from operating activities 77 25
Cash outflows from investing activities (9) (380)
Cash (outflows) / inflows from financing activities (118) 390
Net cash (outflows) / inflows (50) 35
As at 31 December
Assets
Property plant and equipment 550 580
Trade and other receivables 27 29
Cash and cash equivalents 15 36
Liabilities
Trade and other payables (504) (621)
Accumulated non-controlling interests - 5
15 Joint Ventures
On 1 January 2024 the Group completed the transaction to increase its holding
in Etana Energy (Pty) Limited from 24.99% to 49%. Etana Energy (Pty) Limited,
which is a separate structured vehicle incorporated and operating in South
Africa. The primary activity of Etana Energy (Pty) Limited is to hold an
electricity trading licence. The contractual arrangement provides the Group
with only the rights to the net assets of the joint arrangement, with the
rights to the assets and obligation for liabilities of the joint arrangement
resting with Etana Energy (Pty) Limited.
Future success based contingent payments are payable of net (undiscounted)
c.US$1.6 million on financial close of a 250MW generation project and a
further consideration of maximum net (undiscounted) c.US$2.6 million payable
in 2028, subject to further significant generation projects reaching financial
close. For further details of the contingent payment estimation see note 22.
Under IFRS 11 this joint arrangement is classified as a joint venture and has
been included in the consolidated financial statements using the equity
method.
Summarised financial information
Period ended 31 December 2024 2023
US$000 US$000
Loss from continuing operations (969) (69)
Other comprehensive income - -
Total comprehensive (loss)/ income (100%) (969) (69)
Group's 49% share of comprehensive(loss)/ income (2023: 24.99%) (475) (17)
Investments in equity-accounted joint ventures
Opening balance 58 5
Payments made to increase holding 1,027 -
Shareholder loan to Etana in the year 221 70
Group's share of comprehensive income for the year (475) (17)
(included in administrative expenses)
Contingent consideration (as calculated and discounted at 1 January 2024 796 -
completion date)
Closing balance 1,627 58
16 Property, Plant and Equipment
Fixtures, fittings and equipment Energy plant and equipment Assets in the course of construction Total
US$000 US$000 US$000
Cost
At 1 January 2023 1,468 - 349 1,817
Additions 22 - 246 268
Transfer on completion of construction - 595 (595) -
At 31 December 2023 1,490 595 - 2,085
At 1 January 2024 1,490 595 - 2,085
Additions 88 - - 88
At 31 December 2024 1,578 595 - 2,173
Depreciation
At 1 January 2023 1,389 - - 1,389
Charge 35 15 50
At 31 December 2023 1,424 15 - 1,439
At 1 January 2024 1,424 15 - 1,439
Charge 36 30 66
At 31 December 2024 1,460 45 - 1,505
Net book value 1 January 2023 79 - 349 428
Net book value 31 December 2023 66 580 - 646
Net book value 31 December 2024 118 550 - 668
The net book value of energy plant and equipment relates to the operational
desalination plant in Djibouti owned by a subsidiary of the Group, Oasis Water
Limited whose results are reported within the Transitional Power segment.
17 Trade and Other Receivables
31 December 2024 31 December 2023
US$000 US$000
Other receivables and prepayments 605 1,263
The fair value of trade and other receivables is equal to their book value.
18 Inventory
31 December 2024 31 December 2023
US$000 US$000
Wellheads and casing 127 1,808
An impairment loss of US$1.9 million was recorded in 2024, with remaining
items from recent drilling campaigns sold in the post period for net proceeds
of $127,000.
19 Cash and Cash Equivalents
31 December 2024 31 December 2023
Analysis by currency US$000 US$000
US Dollar 1,737 4,449
Euro 112 121
Sterling 907 1,315
Moroccan Dirham 71 19
Other 52 112
2,879 6,016
As at 31 December 2024 US$1.9 million of US Dollar and Sterling cash is held
in UK and Guernsey bank accounts. All other cash balances are held in the
relevant country of operation.
As at 31 December 2024, the cash balance of US$2.9 million (31 December 2023:
US$6.0 million) contains the following cash deposits that are secured against
bank guarantees given in respect of exploration work to be carried out:
31 December 2024 31 December 2023
US$000 US$000
Moroccan licences 675 1,050
675 1,050
The funds are freely transferable but alternative collateral would need to be
put in place to replace the cash security.
20 Leases
The lease relates to the UK office. In 2023, the Group renegotiated the
contractual terms of the lease which increased the lease term by three years.
The lease liability was remeasured in 2023 using the discount rate applicable
on the modification date, with the right-of-use asset being adjusted by the
same amount.
Right-of-use asset:
31 December 2024 31 December 2023
US$000 US$000
Brought forward 1,242 332
Effect of modification to lease terms - 1,345
Effect of reassessment of lease terms (136) -
Depreciation (450) (435)
Carried forward 656 1,242
Lease liability:
31 December 2024 31 December 2023
US$000 US$000
Current 392 430
Non-current 404 908
Total lease liability 796 1,338
The interest expense on lease liabilities during the year to 31 December 2024
was US$109,000 (2023: US$43,000) and the total cash outflow was US$502,000
(2023: US$475,000).
The maturity analysis of the lease liability at 31 December 2024 is as
follows:
31 December 2024 31 December 2023
US$000 US$000
Maturity analysis - contractual undiscounted cash flows
Less than one year 466 522
Between one and two years 403 522
Between two and three years - 436
Total undiscounted lease liabilities 869 1,480
Effect of interest (73) (142)
Total lease liability 796 1,338
21 Trade and Other Payables
31 December 2024 31 December 2023
US$000 US$000
Trade payables 1,723 2,229
Accruals 1,915 2,200
3,638 4,429
The fair value of trade and other payables is equal to their book value.
22 Contingent Consideration
31 December 2024 31 December 2023
US$000 US$000
Contingent consideration 956 -
The contingent consideration liability is related to the increase in holding
of Etana Energy (Pty) Limited (see note 15). The contingent consideration
liability is fair valued at each reporting date and has been classified within
level 3 of the hierarchy (as defined in IFRS 13) as the related joint venture
investment is not traded and contains unobservable inputs. Due to the nature
of the contingent consideration, it is always expected to be classified as
level 3. The increase of US$160,000 from US$$796,000 as at the 1 January 2024
completion date is due to the unwinding of the discount.
The valuation of contingent consideration is derived based on management's
assessment of the likelihood of relevant generator projects reaching financial
close and discounted at a risk adjusted rate. The assessed probability of
meeting the 250MW generation project hurdle has been determined at 100%, with
the further significant generation projects currently at a probability of 0%.
A discount rate of 20% has been estimated by reference to the prime lending
rate in South Africa plus a market risk premium.
Significant unobservable input Sensitivity of the fair value measurement to input
Discount rate An increase in the discount rate of 5% would decrease the fair value by
US$111,000 and a decrease of 5% in the discount rate would increase the fair
value by US$130,000 of the liability.
Financial close of generator projects An increase in the forecasted relevant generator projects reaching financial
close would increase the fair value and decrease in the forecasted relevant
generator projects reaching financial close would decrease the fair value of
the liability. On a discounted basis the minimum fair value is US$NIL and the
maximum is US$2.4 million.
The sensitivities above are assumed to be independent of each other.
23 Share Capital
Allotted, called up and fully paid
31 December 2024 31 December 2024 31 December 2023 31 December 2023
Number US$000 Number US$000
Ordinary shares of 1p each(1) 1,201,475,718 17,354 1,073,269,384 15,714
((1))The authorised and initially allotted and issued share capital on
admission (19 May 2008) has been translated at the historic rate of US$GBP of
1.995. The shares issued since admission have been translated at the date of
issue, or, in the case of share awards, the date of grant and not subsequently
retranslated.
Details of the Ordinary shares issued are in the table below:
Date Description Price US$ No. of shares
31 December 2022 959,841,091
24 February 2023 Issue to ENEO Water PTE Limited 0.22 2,267,694
17 April 2023 Issue of contingent consideration for acquisition of AEMP 0.07 1,585,678
3 August 2023 Issue of shares at £0.14 in Placing, Subscription, Open Offer and fees 0.18 106,246,564
17 August 2023 Issue of share award 0.08 1,333,334
17 August 2023 Issue of share award 0.22 1,332,095
17 August 2023 Issue of share award 0.18 662,928
31 December 2023 1,073,269,384
23 January 2024 Issue of share award 0.25 100,000
23 January 2024 Issue of share award 0.22 24,783
23 January 2024 Issue of share award 0.12 41,494
11 March 2024 Issue of share award 0.22 743,495
14 August 2024 Issue of shares at £0.065 in Placing, Subscription, Open Offer and fees 0.08 106,704,899
29 October 2024 Issue of share award 0.16 9,145,615
31 October 2024 Issue of share award 0.15 2,837,252
20 November 2024 Issue of share award 0.16 3,500,000
6 December 2024 Issue of share award 0.16 5,108,796
31 December 2024 1,201,475,718
24 Other Components of Equity
The details of other components of equity are as follows:
Shares to be issued reserve Foreign exchange reserve
Contributed equity
Total
US$000 US$000 US$000 US$000
As at 1 January 2023 796 142 (3) 935
Loss for the year - - - -
Other comprehensive loss - - (14) (14)
Loss and total comprehensive loss for the year - - (14) (14)
Transfer of reserves due to lapsed share based deferred consideration - (142) - (142)
As at 31 December 2023 796 - (17) 779
Shares to be issued reserve Foreign exchange reserve
Contributed equity
Total
US$000 US$000 US$000 US$000
As at 1 January 2024 796 - (17) 779
Loss for the year - - - -
Other comprehensive loss - - 74 74
Loss and total comprehensive loss for the year - - 74 74
As at 31 December 2024 796 - 57 853
25
Reserves
The following describes the nature and purpose of each reserve
within owners' equity:
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value.
Share premium Amount subscribed for share capital in excess of nominal value.
Share-based payments reserve Amount representing the cumulative charge recognised under IFRS 2 in respect
of share option, LTIP and RSU schemes.
Contributed equity Amount representing equity contributed by the shareholders.
Shares to be issued reserve Deferred consideration on acquisition recognised in equity.
Foreign exchange reserve Foreign exchange differences arising on translating into the reporting
currency.
Retained deficit Cumulative net gains and losses recognised in the financial statements.
26 Related Party Transactions
Key management personnel comprises the Directors and details of their
remuneration and shareholding are set out in Note 6 and the Directors'
Remuneration Report.
Kinsella Consulting Limited, a company of which Adonis Pouroulis is a
Director, incurred costs on behalf of Chariot Limited for which it was
reimbursed during the year of US$30,970 (31 December 2023: US$1,706). The
amount outstanding as at 31 December 2024 was US$3,588 (31 December 2023:
US$Nil).
As detailed in Note 15, on 1 January 2024 the Group completed its acquisition
of Neura Group's interest in Etana Energy (Pty) Limited. Adonis Pouroulis
beneficially controls 28.21% of the total voting rights in the Neura Group.
27 Financial Instruments
The Board of Directors determine, as required, the degree to which it is
appropriate to use financial instruments or other hedging contracts or
techniques to mitigate risk. Throughout the year ending 31 December 2024, no
trading in financial instruments was undertaken (31 December 2023: US$Nil).
There is no material difference between the book value and fair value of the
Group cash balances, short-term receivables and short-term payables.
Market risk
Market risk arises from the Group's use of interest bearing and foreign
currency financial instruments. It is the risk that future cash flows of a
financial instrument will fluctuate because of changes in interest rates
(interest rate risk) and foreign exchange rates (currency risk). Throughout
the year, the Group has held surplus funds on deposit, principally with its
main relationship bank Barclays, on fixed short-term deposits. The credit
ratings of the main relationship bank the Group holds cash with do not fall
below A or equivalent. The Group does not undertake any form of speculation on
long-term interest rates or currency movements, therefore it manages market
risk by maintaining a short-term investment horizon and placing funds on
deposit to optimise short-term yields where possible but, moreover, to ensure
that it always has sufficient cash resources to meet payables and other
working capital requirements when necessary. As such, market risk is not
viewed as a significant risk to the Group. The Directors have not disclosed
the impact of interest rate sensitivity analysis on the Group's financial
assets and liabilities at the year-end as the risk is not deemed to be
material.
This transactional risk is managed by the Group holding the majority of its
funds in US Dollars to recognise that US Dollars is the trading currency of
the industry, with an appropriate balance maintained in Sterling, Euro and
Moroccan Dirham to meet other non-US Dollar industry costs and ongoing
corporate and overhead commitments.
At the year end, the Group had cash balances of US$2.9 million (31 December
2023: US$6.0 million) as detailed in Note 19.
Other than the non-US Dollar cash balances described in Note 19, no other
material financial instrument is denominated in a currency other than US
Dollars. A 10% adverse movement in exchange rates would lead to a foreign
exchange loss of US$114,000 and a 10% favourable movement in exchange rates
would lead to a corresponding gain; the effect on net assets would be the same
as the effect on profits (31 December 2023: US$157,000).
Capital
In managing its capital, the Group's primary objective is to maintain a
sufficient funding base to enable it to meet its working capital and strategic
investment needs. For further details of the Group's position, please refer to
the going concern paragraph in Note 2 of these accounts.
Liquidity risk
The Group's practice is to regularly review cash needs and to place excess
funds on fixed term deposits. This process enables the Group to optimise the
yield on its cash resources whilst ensuring that it always has sufficient
liquidity to meet payables and other working capital requirements when these
become due.
For further details of the Group's position, please refer to the going concern
paragraph in Note 2 of these accounts.
Credit risk
The Group's policy is to perform appropriate due diligence on any party with
whom it intends to enter into a contractual arrangement. Where this involves
credit risk, the Group will put in place measures that it has assessed as
prudent to mitigate the risk of default by the other party. This could consist
of instruments such as bank guarantees and parent company guarantees.
As such, the Group has not put in place any particular credit risk measures in
this instance as the Directors view the risk of default on any payments due
from the joint venture partner as being very low.
28 Share-based Payments
Long Term Incentive Scheme ("LTIP")
The plan provides for the awarding of shares to employees and Directors for
nil consideration. The award will lapse if an employee or Director leaves
employment.
Shares granted when an individual is an employee will vest in equal
instalments over a three-year period from the grant date and shares granted
when an individual is a Director or otherwise specified will vest three years
from the end of the year or period the period to which the award relates.
The Group recognised a charge under the plan for the year to 31 December 2024
of US$2,523,000 (31 December 2023: US$4,652,000).
The following table sets out details of all outstanding share awards under the
LTIP:
31 December 2024 31 December 2023
Number of awards Number of awards
Outstanding at beginning of the year 73,123,119 68,538,410
Granted during the year 2,626,877 8,413,066
Shares issued for no consideration during the year (12,998,827) (3,328,357)
Lapsed during year (831,945) (500,000)
Outstanding at the end of the year 61,919,224 73,123,119
Exercisable at the end of the year 46,254,065 32,187,495
Non-Executive Directors' Restricted Share Unit Scheme ("RSU")
The plan provides for the awarding of shares to Non-Executive Directors for
nil consideration. An award can be Standalone or Matching.
Standalone share awards are one-off awards to Non-Executive Directors which
will vest in equal instalments over a three-year period and will lapse if not
exercised within a fixed period on stepping down from the Board.
Matching share awards will be granted equal to the number of existing Chariot
shares purchased by the Non-Executive Director in each calendar year capped at
the value of their gross annual fees for that year. The shares will vest in
equal instalments over a three-year period and will lapse if not exercised
prior to stepping down from the Board or if the original purchased shares are
sold prior to the vesting of the relevant Matching award. Any potential
Matching awards not granted in a calendar year shall be forfeited and shall
not roll over to subsequent years.
The Group recognised a charge under the plan for the year to 31 December 2024
of US$827,000 (31 December 2023: US$485,000).
The following table sets out details of all outstanding share awards under the
RSU:
31 December 2024 31 December 2023
Number of awards Number of awards
Outstanding at beginning of the year 6,584,793 11,037,280
Granted during the year 5,392,591 427,723
Lapsed (275,907) (4,880,210)
Shares issued for no consideration during the year (8,502,608) -
Outstanding at the end of the year 3,198,869 6,584,793
Exercisable at the end of the year 3,027,911 2,300,602
Post-acquisition Share-based Payment Charges
Africa Energy Management Platform ("AEMP")
In 2023, contingent payments settled through the issue of 1,588,678 new
Ordinary shares were made to key members of the Chariot Transitional Power
Africa team regarding the acquisition of the business of Africa Energy
Management Platform in June 2021. Under the terms of the share purchase
agreements, target conditions attached to the issuance of remaining contingent
payments have lapsed. As at 31 December 2024 there are no new Ordinary shares
potentially payable.
The Group recognised a charge of US$Nil in the year to 31 December 2024
(31 December 2023: charge of US$15,000).
Other Share-based Payments Arrangements
ENEO Water PTE Limited ("ENEO")
On 27 January 2023 the Group entered into an agreement for the acquisition of
the business and loan receivable assets of an independent water producer, ENEO
Water PTE Limited, an African company founded and partially owned by key
members of the Chariot Transitional Power Africa team, focused on delivering
clean water solutions using renewable energy.
On 24 February 2023, the Company issued 2,267,694 new Ordinary shares to ENEO
Water Pte Limited for the successful financial close of the Djibouti water
project, recognising a charge of US$0.5 million in the year to 31 December
2023.
The agreement includes contingent payments linked to the achievement of
financial close on pipeline projects payable in Chariot Ordinary shares. No
project has reached financial close in 2024 and therefore no charge has been
recognised. As at 31 December 2024 remaining contingent payments
representing a maximum of 1,824,595 new Ordinary shares are potentially
payable to ENEO Water Pte Limited.
29 Contingent Liabilities
From 30 December 2011 the Namibian tax authorities introduced a withholding
tax of 25% on all services provided by non-Namibian entities which are
received and paid for by Namibian residents. From 30 December 2015 the
withholding tax was reduced to 10%. As at 31 December 2024, based upon
independent legal and tax opinions, the Group has no withholding tax liability
(31 December 2023: US$Nil). Any subsequent exposure to Namibian withholding
tax will be determined by how the relevant legislation evolves in the future
and the contracting strategy of the Group.
30 Events After the Balance Sheet Date
The Directors consider these events to be non-adjusting post balance sheet
events.
Etana Energy Financing
On 18 March 2025, the Company announced that its joint venture Etana Energy
(Pty) Limited ("Etana") had secured a US$155 million guarantee facility
alongside an equity investment of up to US$20 million from Standard Bank and
Norfund to support growth and working capital requirements through to its
first revenues.
Return of Moroccan Offshore Interests
On 14 May 2025 the Company announced that it had regained the operatorship of
Lixus and Rissana licences. Energean plc returned its Moroccan offshore
interests to the Company by completing the transfer of their wholly owned
subsidiary which holds 45% and 37.5% respectively in the Lixus Offshore and
Rissana Offshore licences. The Group is now Operator and has a 75% working
interest in each licence, with ONHYM retaining their 25% stake.
Placing, Subscription and Open Offer
On 18 June 2025 the Company announced the approval by shareholders at a
General Meeting of an equity fundraising for 375,030,349 Ordinary Shares at
1.4 pence per share. The new Ordinary Shares were admitted and the Company
received gross proceeds totalling US$7.1 million.
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