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REG - Chariot Limited - H1 2025 Results

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RNS Number : 7042A  Chariot Limited  25 September 2025

 

 25 September 2025

Chariot Limited

 

("Chariot", the "Company")

 

H1 2025 Results

 

Chariot (AIM: CHAR), the Africa focused energy company, today announces its
unaudited interim results for the six-month period ended 30 June 2025.

 

Adonis Pouroulis, CEO of Chariot commented: "We have steered the Company
through a challenging past few months and I am pleased to report that we have
emerged from this period with a new business plan and a clear focus to
progress our projects and build shareholder value. As announced in June 2025,
we are in the process of building out two standalone business units - Upstream
Oil and Gas and Renewable Power - and we are currently setting out the future
of both entities as we look to grow and deliver. Our overarching objective is
to create two separate groups to realise more value for shareholders going
forward and we are evaluating a range of opportunities and avenues in this
regard. We remain committed and ambitious in our plans and we look forward to
executing these over the coming months."

 

Highlights during and post period

 

Upstream Oil & Gas:

 

Morocco:

 

 •    Regained operatorship of the offshore Moroccan licences in May 2025 with 75%
      working interest now owned by Chariot
 •    Working with ONHYM to assess a rescaled Anchois development based on
      discovered resources with a key focus on development capex
 •    Ongoing development of the prospectivity across the offshore Lixus and Rissana
      licences and farm-out process initiated
 •    Integration of well results and reprocessing work completed in the onshore
      Loukos licence - multi-well campaign described with farm-out process ongoing

 

New Ventures:

 

 •    Widened new venture remit to span oil and gas opportunities across the full
      value chain
 •    Pursuing range of options across mature production, near term development and
      exploration assets

 

Renewable Power:

 

Electricity Trading:

 

 •    Funding completed in March 2025 ensured 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:

 

 •    Two wind projects in South Africa nearing financial close with further
      projects progressing
 •    Power-to-mining project portfolio:
      o                                        Tharisa - 40MW solar project in South Africa; First Quantum Minerals - 430MW
                                               solar and wind projects in Zambia; Karo - 30MW solar project in Zimbabwe
 •    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
 •    Evaluating future opportunities and options for the business

 

Green Hydrogen:

 

 •    Work on Project Nour in Mauritania ongoing alongside partner TE H2 (80% owned
      by TotalEnergies and 20% owned by the EREN Group)
 •    Partnership with Oort Energy and Mohammed VI Polytechnic University ("UM6P")
      continues in Morocco
 •    Pursuing financing options at the subsidiary level

 

Corporate and Financial:

 

 •    Placing and oversubscribed Open Offer successfully raised gross US$7.1 million
      in June 2025
 •    Cash position as at 30 June 2025 of US$5.6 million

 

 

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, Charles Denley-Myerson

 

 

 

 

Chariot Limited

 

Chief Executive's Review

 

These half year results demonstrate that we have weathered a challenging
period in Chariot's history, but we have come through this with renewed
strength and clarity of purpose. As announced in June, we have taken the
decision to split the Chariot group into two business units, Upstream Oil
& Gas and Renewable Power. They now offer different investment cases, will
attract different pools of capital and can now become two entities as we look
to unlock their standalone value.

 

Our resilience and willingness to adapt is very much part of Chariot's DNA and
our philosophy across both businesses remains the same as we look to develop
scalable projects that can provide much needed, reliable energy across Africa.
The diversity of our portfolio has provided us with the foundations on which
we can build and move forward and it is our team's wide network across the
continent and their range of expertise that enables us to access, evaluate and
progress new opportunities.

 

We remain committed to developing our assets in Morocco and have widened our
new venture remit, broadening our search to span the oil and gas value chain,
as we look to build out a fully-fledged upstream business. We are also
creating real momentum in renewables where we are setting out plans for the
long-term but have already delivered on some tangible milestones with more
catalysts to come.

 

Upstream Oil & Gas - A Redefined Growth Business

 

Morocco - Lixus and Rissana Offshore and Loukos Onshore licences (Chariot,
Operator, 75%, ONHYM 25%)

 

Across our Moroccan portfolio we have three distinct investment opportunities
within our Lixus, Rissana and Loukos licences and we are looking to partner
across these assets to fund and deliver further work programmes. We have a
range of exploration and development opportunities that could be of interest
to different parties and this prospectivity is also underpinned by the
existing infrastructure, robust gas commercial fundamentals and excellent
fiscal regime that Morocco offers.

 

Within the offshore Lixus licence and at the Anchois project specifically,
three wells have now been drilled, all of which found gas. With the resources
discovered to date we still see material economic value and we are in the
process of rescoping an optimised development plan with reduced capex to
enable a path towards a Final Investment Decision. We also see plenty of
upside opportunities beyond Anchois in shallower targets such as the Anguille
hub, where a prospective best estimate recoverable resource base of 500Bcf has
been identified. This cluster of prospects are on trend from Anchois and along
the planned flowline route and therefore could link directly into the planned
Anchois infrastructure or even be a lower cost initial development.

 

Rissana, our other offshore licence, offers giant scale prospects within
mapped Tertiary basin floor fan and Jurassic Clastic plays that have multi TCF
(in a gas case) and multi-million barrel (in an oil case) prospective
resources. Majors are beginning to return to frontier exploration and Morocco
continues to attract new entrants, so we believe that these offer an
attractive farm-out opportunity to industry players of scale.

 

Loukos Onshore is smaller in scale but is a project where we see a valuable
opportunity. Further to our drilling campaign in 2024 and extensive
reinterpretation of reprocessed 2D and 3D seismic and historic well data we
have defined a portfolio of over 100Bcf resource potential. A multi-well
programme has been described across the licence and we are talking to
interested parties around participating with us in this wider scope of work.

 

New Ventures

 

We continue to follow our interests in Namibia where we hold a 10% back in
right and are looking to secure a larger acreage position. Chariot was one of
the frontier explorers in what is now a global exploration hotspot and our
team has a deep understanding of the subsurface of these basins. Though the
licence access process is taking longer than initially expected, we believe we
are in a strong position to secure these assets and will provide further
updates when possible.

 

We have reviewed a number of new hydrocarbon opportunities in recent months
and are actively pursuing those that have been screened and high-graded. We
are looking at projects that we can approach on a bi-lateral basis that have
been overlooked or are under the radar of larger companies where we can add
value through our operating credentials and fresh insights from our technical
team. We are looking across the exploration, development and production
spectrum at key points of the value curve but fundamentally at assets that are
in the best basins, with low entry costs and short cycle times. Near-term
cashflows are a priority and we are also focussing on those projects which we
believe can be funded at the asset level through partnering. Our team is busy,
and we will continue to pursue new business opportunities over time as we
focus on expansion and growth.

 

Renewable Power - Creation of an Emerging Market Renewable Player

 

With our Renewable Power business, we are both participating in and actively
shaping the electricity trading market in South Africa. Renewables are
increasingly becoming a key part of the energy mix due to the abundant wind
and solar resources that South Africa is endowed with and through Etana Energy
we are facilitating the delivery of much needed energy across the country.
Etana, in which Chariot holds an economic interest of 34% (with H1 Holdings
(Pty) Limited ("H1") holding 36%, Norfund, 20% and Standard Bank 10%), is one
of the very few companies in South Africa to hold a NERSA-approved trading
licence which means it can buy power from multiple generators and sell this on
to multiple customers across the national grid. It is one of the only
electricity traders to be adopting this "many generators to many offtakers"
business model.

 

Following the combined US$175 million in guarantee and equity financing
packages we announced earlier this year with BII, GuarantCo, Standard Bank and
Norfund, Etana is now fully financed and funded through to first revenues.
Etana has expanded its team in recent months and signed up further offtake
agreements which is indicative of the strong demand for reliable,
competitively priced supply across a range of sectors. Many of these customers
are large industrial users that also want to reduce their carbon footprints
and with the ever-increasing demand for more sustainable energy, this is a
business that is highly scalable.

 

The trading platform also facilitates and enables the building of new wind and
solar plants by providing bankable offtake, as demonstrated by the 75MW Du
Plessis Dam solar project that reached Financial Close in March and is now
well into construction. Chariot is also participating in the power generation
side of the equation with two large wind projects moving towards Financial
Close. We are working on these in partnership with H1, our founding partners
in Etana, and world class sponsors. The power generated by these projects, and
others that will follow in the future, will directly supply into Etana's
offtake customer base. Importantly, this is being financed at the subsidiary
level, and we are in the final stages of completing an equity investment from
a strategic third party investor. The team, over time, will also look to
expand into the wider Southern African Power Pool (SAPP) and investigate
battery energy storage solutions.

 

Our power-to-mining projects are ongoing, for First Quantum Minerals where we
are working on a 430MW solar and wind power development for their copper mines
in Zambia in partnership with TotalEnergies, the Buffelspoort solar project
for Tharisa in South Africa and the solar plant at Karo Mining's platinum mine
in Zimbabwe. The water project in Djibouti continues to operate very well and
the team are looking at future opportunities and options for this side of the
business.

 

Green Hydrogen

 

We continue to work alongside our partners TE H2 (80% owned by TotalEnergies
and 20% owned by the EREN Group) on developing the giga-scale Project Nour in
Mauritania and progressing the Investment Convention with the Government. Once
this is in place the next step will be to conduct further conceptual studies
and refine the phasing of the development plan, scope opportunities for
utilising green hydrogen in country and work on securing long-term offtake
agreements. In Morocco, the 1MW PEM electrolyser is still scheduled for
installation at the Jorf Lasfar campus of UM6P in Ben Guerir. This will enable
the electrolyser to be run and tested in an industrial setting as we look to
further evaluate the feasibility and scale-up potential for larger projects in
country.

We remain committed to our green hydrogen assets as we still see it as a core
commodity of the future and Mauritania in particular holds all the attributes
required to build a project of such scale. We also continue to collaborate
across the sector and discuss other potential pilot projects with large
industrial players. As previously noted, we are looking to secure funding at
the subsidiary level for this business and on a demerger of the Group, these
assets will sit within Renewable Power going forward.

Financial Review

 

The Group remains debt free and had a cash balance of US$5.6 million at 30
June 2025 (US$2.9 million at 31 December 2024).

 

Other administrative expenses of US$3.2 million (30 June 2024: US$5.0 million)
are lower than the prior period reflecting the cost savings made from October
2024 onwards.

 

To provide further detail of total operating expenses, the non-cash share of
losses from equity accounted investments of US$1.0m (30 June 2024: US$0.1
million) has been split out from other administrative expenses within the
consolidated statement of comprehensive income. The increase from the prior
period is reflective of the rapid progress made in Etana to conclude financing
transactions with Standard Bank, Norfund, BII and GuarantCo and a power
purchase agreement on the Du Plessis Dam 75MW solar generation project, the
first within Etana's initial offtake portfolio.

 

Hydrogen and other business development costs of US$0.1 million (30 June 2024:
US$1.0 million) comprise non-administrative expenses incurred in the Group's
business development activities within the Green Hydrogen pillar. The
reduction is due to the Project Nour feasibility studies and the proof of
concept electrolyser project with Oort Energy and UM6P occurring in 2024.

 

Finance income of US$0.2 million (30 June 2024: US$0.1 million) is
approximately in line with the prior period reflecting foreign exchange gains
on non-US$ cash.

 

Finance expenses of US$0.1 million (30 June 2024: US$0.2 million) are slightly
lower than the prior period reflecting foreign exchange losses on revaluation
of non US$ assets and liabilities.

 

Share-based payments charges of US$0.6 million (30 June 2024: US$2.0 million)
are lower than the prior period due to diminishing charges on share options
issued in previous periods.

 

We were very pleased with the support we received in our fundraise in June
which raised gross proceeds of $7.1 million from new and existing investors as
well an oversubscribed open offer. We thank our shareholders for their ongoing
support.

 

Outlook

 

We are excited for the future of Chariot and the clear drivers that we have
for the next steps in the evolution of our Upstream and Renewable Power
businesses. We will continue to evaluate how best to enact a demerger, and
valuations and the markets will be key factors to consider around timing, but
we are ready to grow, deliver on the opportunities we have before us and
create lasting value. I would like to thank our team and the Board as their
ongoing hard work has made it possible to get to where we are today and the
months ahead are about now building, scaling and unlocking the value that we
see across the Group.

 

 

Adonis Pouroulis

Chief Executive Officer

 

24 September 2025

 

 

Chariot Limited

 

Consolidated statement of comprehensive income for the six months ended 30
June 2025

 

 

                                                                                    Six months   Six months   Year ended

                                                                                    ended 30     ended 30     31 December

                                                                                    June 2025    June 2024    2024
                                                                                    US$000       US$000       US$000
                                                                             Notes  Unaudited    Unaudited    Audited

 Revenue                                                                     3      78           80           162

 Share based payments                                                               (558)        (2,019)      (3,350)
 Impairment of inventory                                                            -            -            (1,855)
 Impairment of exploration asset                                                    -            -            (5,064)
 Fair value adjustment to investment in power projects                              -            -            (167)
 Hydrogen and other business development costs                                      (105)        (1,046)      (1,649)
 Result from equity accounted Etana investment                                      (982)        (109)        (475)
 Other administrative expenses                                                      (3,163)      (5,000)      (9,669)

 Total operating expenses                                                           (4,808)      (8,174)      (22,229)
 Loss from operations                                                               (4,730)      (8,094)      (22,067)

 Finance income                                                                     163          60           169
 Finance expense                                                                    (127)        (178)        (443)
 Loss for the period before and after taxation                                      (4,694)      (8,212)      (22,341)

 Other comprehensive income:
 Items that will be reclassified subsequently to profit or loss
 Exchange differences on translating foreign operations                             (135)        2            74
 Increase in ownership interest of non-controlling interest                         -            -            (14)
 Other comprehensive income for the period, net of tax                              (135)        2            60

 Total comprehensive loss for the period                                            (4,829)      (8,210)      (22,281)

 (Loss)/profit for the period attributable to:
 Owners of the parent                                                               (4,693)      (8,221)      (22,350)
 Non-controlling interest                                                           (1)          9            9
                                                                                    (4,694)      (8,212)      (22,341)

 Total comprehensive (loss)/profit attributable to:
 Owners of the parent                                                               (4,828)      (8,219)      (22,276)
 Non-controlling interest                                                           (1)          9            (5)
                                                                                    (4,829)      (8,210)      (22,281)

 Loss per Ordinary share attributable to the equity holders of the parent -  4      US$(0.01)    US$(0.01)    US$(0.02)
 basic and diluted

Chariot Limited

Consolidated statement of changes in equity for the six months ended 30 June
2025

 For the six months ended 30 June 2025 (unaudited)

                                                                                                                                                                  Total attributable to equity holders of the parent   Non-controlling interest

                                                                                    Share based payment reserve

                                                                                                                  Other components of equity                                                                                                      Total equity

                                                    Share capital   Share premium                                                              Retained deficit
                                                    US$000          US$000          US$000                        US$000                       US$000             US$000                                               US$000                     US$000

 As at 1 January 2025                               17,354          441,360         10,535                        853                          (411,867)          58,235                                               -                          58,235

                                                    -               -               -                             -                            (4,693)            (4,693)

 (Loss)/profit for the period

                                                                                                                                                                                                                       (1)                        (4,694)
 Other comprehensive loss                           -               -               -                             (135)                        -                  (135)                                                -                          (135)
 Loss and total comprehensive loss for the period   -               -               -                             (135)                        (4,693)            (4,828)

                                                                                                                                                                                                                       (1)                        (4,829)
                                                    5,074           2,185           (171)                         -                            -                  7,088

 Issue of capital                                                                                                                                                                                                      -                          7,088
                                                    -               (636)           -                                                                             (636)

 Issue costs                                                                                                                                                                                                                                      (636)
 Share based payments                               -               -               558                           -                            -                  558

                                                                                                                                                                                                                       -                          558

 As at 30 June 2025                                 22,428          442,909         10,922                        718                          (416,560)          60,417                                               (1)                        60,416

 

 

 

 

 

 

 

 

 

 

 For the six months ended 30 June 2024 (unaudited)

                                                                                                                                                                  Total attributable to equity holders of the parent   Non-controlling interest

                                                                                    Share based payment reserve

                                                                                                                  Other components of equity                                                                                                      Total equity

                                                    Share capital   Share premium                                                              Retained deficit
                                                    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

                                                    -               -               -                             -                            (8,221)            (8,221)

 (Loss)/profit for the period

                                                                                                                                                                                                                       9                          (8,212)
 Other comprehensive income                         -               -               -                             2                            -                  2                                                    -                          2
 Loss and total comprehensive loss for the period   -               -               -                             2                            (8,221)            (8,219)

                                                                                                                                                                                                                       9                          (8,210)
                                                    11              190             (201)                         -                            -                  -

 Issue of capital                                                                                                                                                                                                      -                          -
 Share based payments                               -               -               2,019                         -                            -                  2,019

                                                                                                                                                                                                                       -                          2,019

 As at 30 June 2024                                 15,725          431,482         12,423                        781                          (397,738)          62,673                                               14                         62,687

 

 

 

 

 

 

 

 

 

 

 

 For the year ended 31 December 2024 (audited)

                                                                                                                                                                           Total attributable to equity holders of the parent

                                                                                             Share based payment reserve

                                                                                                                           Other components of equity                                                                           Non-controlling interest

                                                             Share capital   Share premium                                                              Retained deficit                                                                                   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

 

 

 

 

Chariot Limited

 

Consolidated statement of financial position as at 30 June 2025

                                                                           30 June    30 June    31 December 2024

                                                                            2025       2024
                                                                           US$000     US$000     US$000
                                                                    Notes  Unaudited  Unaudited  Audited

 Non-current assets
 Exploration and evaluation assets                                  5      56,824     60,078     56,516
 Goodwill                                                                  380        380        380
 Investment in power projects                                              -          220        167
 Equity-accounted Etana investment                                  6      750        1,850       1,627
 Property, plant and equipment                                             648        645        668
 Right of use asset: office lease                                          472        1,018      656
 Total non-current assets                                                  59,074     64,191     60,014

 Current assets
 Trade and other receivables                                               790        2,222      605
 Inventory                                                                 -          2,147      127
 Cash and cash equivalents                                          7      5,563      3,558      2,879
 Total current assets                                                      6,353      7,927      3,611
 Total assets                                                              65,427     72,118     63,625

 Current liabilities
 Trade and other payables                                                  3,392      7,304      3,638
 Lease liability: office lease                                             336        583        392
 Total current liabilities                                                 3,728      7,887      4,030

 Non-current liabilities
 Lease liability: office lease                                             319        672        404
 Other liabilities: contingent consideration                        6      964        872        956
 Total non-current liabilities                                             1,283      1,544      1,360

 Total liabilities                                                         5,011      9,431      5,390

 Net assets                                                                60,416     62,687     58,235

 Capital and reserves attributable to equity holders of the parent
 Share capital                                                      8      22,428     15,725     17,354
 Share premium                                                             442,909    431,482    441,360
 Share based payment reserve                                               10,922     12,423     10,535
 Other components of equity                                                718        781        853
 Retained deficit                                                          (416,560)  (397,738)  (411,867)

 Capital and reserves attributable to equity holders of the parent         60,417     62,673     58,235
 Non-controlling interest                                                  (1)        14         -
 Total equity                                                              60,416     62,687     58,235

 

 

 

Chariot Limited

Consolidated cash flow statement for the six months ended 30 June 2025

                                                                               Six months ended 30   Six months ended 30   Year ended 31 December 2024

                                                                               June 2025             June 2024
                                                                               US$000                US$000                US$000
                                                                               Unaudited             Unaudited             Audited

 Operating activities
 Loss for the period before taxation                                           (4,694)               (8,212)               (22,341)
 Adjustments for:
 Finance income                                                                (163)                 (60)                  (169)
 Finance expense                                                               127                   178                   443
 Result from equity accounted Etana investment                                 982                   109                   475
 Change in value of investment in power project                                -                     114                   167
 Impairment of exploration asset                                               -                     -                     5,064
 Impairment of inventory                                                       -                     -                     1,855
 Depreciation and amortisation                                                 204                   255                   516
 Share based payments                                                          558                   2,019                 3,350
 Net cash outflow from operating activities before changes in working capital  (2,986)               (5,597)               (10,640)

 (Increase) in trade and other receivables                                     (184)                 (1,014)               602
 Increase / (decrease) in trade and other payables                             253                   (728)                 (680)
 Decrease / (Increase) in inventories                                          127                   (340)                 (174)
 Cash outflow from operating activities                                        (2,790)               (7,679)               (10,892)

 Net cash outflow from operating activities                                    (2,790)               (7,679)               (10,892)

 Investing activities
 Finance income                                                                9                     60                    80
 Payments in respect of property, plant and equipment                          -                     (30)                  (88)
 Payments in respect of exploration assets                                     (870)                 (3,553)               (11,171)
 Joint venture recoveries                                                      -                     -                     2,455
 Farm-in proceeds                                                              -                     10,000                10,000
 Disposal of investment in power projects                                      167                   -                     -
 Payments to increase holding in Etana joint venture                           -                     (1,027)               (1,027)
 Funding provided to equity-accounted investments                              (105)                 (78)                  (244)
 Net cash inflow (used in) / from investing activities                         (799)                 5,372                 5

 Financing activities
 Issue of ordinary share capital net of fees                                   6,452                 -                     8,288
 Payment of lease liabilities                                                  (203)                 (75)                  (393)
 Finance expense on lease                                                      (38)                  (59)                  (109)
 Net cash inflow / (outflow) from financing activities                         6,211                 (134)                 7,786

 Net increase / (decrease) in cash and cash equivalents in the period          2,622                 (2,441)               (3,101)

 Cash and cash equivalents at start of the period                              2,879                 6,016                 6,016

 Effect of foreign exchange rate changes on cash and cash equivalent           61                    (17)                  (36)

 Cash and cash equivalents at end of the period                                5,562                 3,558                 2,879

Chariot Limited

Notes to the interim financial statements for the six months ended 30 June
2025

1.   Accounting policies

Basis of preparation

The interim financial statements have been prepared in accordance with UK
adopted International Accounting Standards.

The interim financial information has been prepared using the accounting
policies which were applied in the Group's statutory financial statements for
the year ended 31 December 2024.  The Group has not adopted IAS 34: Interim
Financial Reporting in the preparation of the interim financial statements.

There has been no impact on the Group of any new standards, amendments or
interpretations that have become effective in the period. The Group has not
early adopted any new standards, amendments or interpretations.

At 30 June 2025 the group had cash balance of US$5.6 million having completed
an equity fundraise for gross proceeds of $7.1 million in June 2025.

As outlined in Note 1 of the Group's audited financial statements for the year
ended 31 December 2024, which were approved on 29 June 2025, the Directors
have made a judgement that the necessary funds to adequately finance the
Group's obligations will be secured. 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.

With the financial close of the South African renewable generation projects
and associated funding at the subsidiary level including an equity investment
from a strategic third party investor in the final stages of completing, the
Group continues to evaluate how best to enact a demerger of the renewables
business. Given the progress made in this area of the Group the Directors
continue to make the judgement that the necessary funds to adequately support
the Group's current and future 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 interim financial statements.

2.   Financial reporting period

The interim financial information for the period 1 January 2025 to 30 June
2025 is unaudited. The financial statements also incorporate the unaudited
figures for the interim period 1 January 2024 to 30 June 2024 and the audited
figures for the year ended 31 December 2024.

The financial information contained in this interim report does not constitute
statutory accounts as defined by sections 243-245 of the Companies (Guernsey)
Law 2008.

The figures for the year ended 31 December 2024 are not the Group's full
statutory accounts for that year. The auditor's report on those accounts was
unqualified and did not contain a statement under section 263 (3) of the
Companies (Guernsey) Law 2008.

 

 

3.   Revenue

                              Six months ended 30    June 2025     Six months ended 30    June 2024     Year ended   31 December                     2024
                              US$000                               US$000                               US$000

 Supply of desalinated water  78                                   80                                   162

 

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.

4.   Loss per share

The calculation of the basic earnings per share is based on the loss
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the period.

                                     Six months ended 30    June 2025     Six months ended 30    June 2024     Year ended   31 December 2024

 Loss for the period US$000          (4,693)                              (8,221)                              (22,350)
 Weighted average number of shares   1,224,379,613                        1,073,868,099                        1,109,872,164
 Loss per share, basic and diluted*  US$(0.01)                            US$(0.01)                            US$(0.02)

 

*Inclusion of the potential ordinary shares would result in a decrease in the
loss per share and, as such, is considered to be anti-dilutive. Consequently a
separate diluted loss per share has not been presented.

 

5.   Exploration and evaluation assets

                                  30 June 2025  30 June 2024  31 December 2024
                                  US$000        US$000        US$000
 Balance brought forward          56,516        62,956        62,956
 Additions                        308           7,122         11,079
 Joint venture recoveries         -             -             (2,455)
 Impairment of exploration asset  -             -             (5,064)
 Farm-in proceeds                 -             (10,000)      (10,000)
 Net book value                   56,824        60,078        56,516

 

The Group has two cost pools being the Offshore Moroccan geographical area and
the Onshore Moroccan geographical area. As at 30 June 2025 the net book value
of the Offshore Moroccan geographical area US$52.2 million (31 December 2024:
US$52.1 million, 30 June 2024: US$51.9 million), and the Onshore Moroccan
geographical area US$4.6 million (31 December 2024: US$4.4 million, 30 June
2024: US$8.2 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$2.5 million primarily from the secondment of its
drilling team to the Anchois-3 drilling campaign.

 

On 14 May 2025, the Lixus and Rissana interests sold to Energean were returned
to Chariot by completing the transfer of their wholly owned subsidiary which
holds the 45% and 37.5% respectively in the Lixus Offshore and Rissana
Offshore licences for nominal consideration.

 

The Group's interest in the Lixus licence is 75% and in the Rissana licence is
75%. The Office National des Hydrocarbures et des Mines retains its 25%
carried interest in both licences.

 

6.   Equity accounted investments

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 net (undiscounted) c.US$2.6 million payable in 2028,
subject to further significant generation projects reaching financial close.
Management anticipates these deferred payments to be met by financing at the
subsidiary level.

 

On 18 March 2025 the Group announced Etana Energy (Pty) Limited had secured a
US$55million (R1billion) guarantee finance facility alongside an equity
investment of up to US$20million (R372million) from Standard Bank and Norfund.
Post transaction this reduces the Group's effective economic interest to 34%.
Following this transaction the Group continues to apply the equity method of
accounting for this investment, albeit with proportionate share of income
reducing from 49% to 34% from April 2025 onward.

 

Summarised financial information

 Period ended                                                              30 June 2025  30 June 2024  31 December

                                                                                                       2024
                                                                           US$000        US$000        US$000
 Loss from continuing operations                                           (2,256)       (969)         (969)
 Other comprehensive income                                                -             -             -
 Total comprehensive loss (100%)                                           (2,256)       (969)         (969)
 Group's share of comprehensive(loss)/ income(1)                           (982)         (475)         (475)

 Equity-accounted investments
 Opening balance                                                           1,627         58            58
 Payments made to increase holding                                         -             1,027         1,027
 Shareholder loan to Etana in the year                                     105           78            221
 Group's share of comprehensive loss for the year(1)                       (982)         (109)         (475)
 Contingent consideration (as calculated and discounted at 1 January 2024  -             796           796
 completion date)
 Closing balance                                                           750           1,850         1,627

(1) In 2024 49% of losses recognised, in 2025 49% of losses for January to
March and 34% of losses for April to June recognised in the consolidated
statement of profit and loss and other comprehensive income.

As at 30 June 2025, contingent consideration (as discounted to the reporting
date) is calculated as US$964,000 (31 December 2024: US$956,000).

 

 

7.   Cash and cash equivalents

As at 30 June 2025 the cash balance of US$5.6 million (31 December 2024:
US$2.9 million) contains the following cash deposits that are secured against
bank guarantees given in respect of exploration work to be carried out:

                    30 June 2025  30 June 2024  31 December 2024
                    US$000        US$000        US$000
 Moroccan licences  375           675           675
                    375           675           675

 

The funds are freely transferrable but alternative collateral would need to be
put in place to replace the cash security.

8.   Share capital

                             Allotted, called up and fully paid
                             At              At             At              At               At                 At

                             30 June         30 June 2025   30 June          30 June 2024    31 December 2024   31 December 2024

                             2025                           2024
                             Number          US$000         Number          US$000           Number             US$000
 Ordinary shares of 1p each

                             1,577,447,983   22,429         1,074,179,156   15,725           1,201,475,718      17,354

 

 

Details of the Ordinary shares issued during the six month period to 30 June
2025 are given in the table below:

 

 Date              Description                                                         Price per share US$  No of shares
 1 January 2025    Opening Balance                                                                          1,201,475,718

 5 February 2025   Issue of share award                                                0.17                 198,422

 28 February 2025  Issue of share award                                                0.18                 743,494

 19 June 2025      Issue of shares at £0.014 in Placing, Subscription and Open Offer   0.02                 375,030,349

 30 June 2025      Closing balance                                                                          1,577,447,983

 

            The ordinary shares have a nominal value of 1p. The
share capital has been translated at the historic rate at the date of issue,
or, in the case of the LTIP, the date of grant.

 

 

 

 

 

 

9.   Other components of equity

 

The details of other components of equity are as follows:

 

                                                                        Foreign exchange reserve

                                                   Contributed equity

                                                                                                   Total
                                                   US$000               US$000                     US$000

 As at 1 January 2025                              796                  57                         853
 Loss for the period                               -                    -                          -
 Other comprehensive income                        -                    (135)                      (135)
 Loss and total comprehensive loss for the period  -                    (135)                      (135)
 As at 30 June 2025                                796                  (78)                       718

 

                                                                        Foreign exchange reserve

                                                   Contributed equity

                                                                                                   Total

                                                   US$000               US$000                     US$000

 As at 1 January 2024                              796                  (17)                       779
 Loss for the period                               -                    -                          -
 Other comprehensive income                        -                    2                          2
 Loss and total comprehensive loss for the period  -                    2                          2
 As at 30 June 2024                                796                  (15)                       781

 

                                                                      Foreign exchange reserve

                                                 Contributed equity

                                                                                                 Total
                                                 US$000               US$000                     US$000

 As at 1 January 2024                            796                  (17)                       779
 Loss for the period                             -                    -                          -
 Other comprehensive loss                        -                    74                         74
 Loss and total comprehensive loss for the year  -                    74                         74
 As at 31 December 2024                          796                  57                         853

 

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