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REG - Coro Energy PLC - Final Results

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RNS Number : 3712Q  Coro Energy PLC  28 June 2022

Certain information communicated within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

28 June 2022

 

 

Coro Energy Plc

("Coro" or the "Company")

 

Final Results

 

Coro Energy plc, the South East Asian energy company focused on leading the
regional transition to a low carbon economy, announces its final results
for the year ended 31 December 2021.

 

FY2021 Highlights

 

·    Acquired an early stage South East Asian renewable energy portfolio
with an initial focus on the Philippines

·    Established basic operating infrastructure in the Philippines and
initiated planning and permitting activities

·    Continued progress toward commercialising the Mako gas field (Duyung
PSC, Coro 15% interest), with the Duyung PSC operator focused on key
commercial workstreams including preparation of an updated Plan of Development
and signing binding Gas Sales Agreement

·    Raised net proceeds of approximately US$5.5m through a placing and
open offer to fund the Group's low carbon energy investments

·    Announced a new partnership in Vietnam with Vinh Phuc Energy to
develop rooftop solar projects and initiated a 3MW pilot including signing a
25-year Power Purchase Agreement for the pilot

·    Mark Hood joined as Chief Executive to bring clean energy experience
to the Executive team

Post Period End

·    Successful restructuring of the Company's €22.5 million Eurobond,
now maturing April 2024

·    Relaunch of the Company's producing Italian gas portfolio against the
backdrop of recent structural changes in European gas prices

James Parsons, Chairman, commented:

"Coro Energy plc is a micro cap company with gas production, gas reserves and
a growing clean energy portfolio. Underpinned by its strong Italian production
and four institutional lenders, Coro's shareholders are exposed to a leveraged
play on the oil price.

 

Our strategy remains to monetise the Duyung PSC, use the Italian cash flows,
which more than covers the Company's G&A costs, and invest selectively in
South East Asian renewables and high graded Italian production enhancement
opportunities.

 

Recent volatility in energy markets have presented huge opportunity to Coro
with the re-birth of the Italian portfolio alongside a significant uplift in
the core NAV of its position in the Duyung PSC. It is in this context that we
are delighted to present our annual report and accounts to shareholders."

 

For further information please contact:

 Coro Energy plc                            Via Vigo Consulting Ltd

 Mark Hood, Chief Executive Officer

 Cenkos Securities plc (Nominated Adviser)  Tel: 44 (0)20 7397 8900

 Ben Jeynes

 Katy Birkin

 Vigo Consulting (IR/PR Advisor)            Tel: 44 (0)20 7390 0230

 Patrick d'Ancona

 Charlie Neish

 WH Ireland (Broker)                          Tel: 44 (0)20 7220 1670 / 44 (0)113 946 618

 Harry Ansell

 Katy Mitchell

 

STATEMENT FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

 

The global energy sector continued to be disrupted by the COVID-19 pandemic
throughout 2021. Although oil and gas prices recovered during the year,
investor sentiment towards junior oil and gas companies lagged somewhat;
however, post year end, interest growing. The climate change arena, widely
published during the COP26 conference in Glasgow, continued to see increased
interest with the global energy transition from fossil fuels to clean energy
sources taking priority.

 

Introduction of the Philippines renewable portfolio in Q1 2021, alongside the
Company's strategic investment in late 2020 in ion Ventures Holdings Limited
("ion Ventures"), initiated Coro's expansion to clean energy and delivered a
large portfolio of early-stage development clean energy assets.

 

It also introduced two new and exciting markets for Coro Energy: the
Philippines, where we gained access to several projects including a 100 MW
solar project and a 100 MW onshore wind project; and Vietnam, where we gained
access to up to 300 MW of solar projects. We were also delighted to welcome
Mark Hood, Chief Executive Officer, and Michael Carrington, Chief Operating
Officer, to the team.

 

Duyung

Global electricity demand is estimated to double by 2050, while regional
electricity demand in Philippines, Singapore and South East Asia is currently
forecast to increase by 154%, 56% and 140% respectively by 2050. Our Duyung
gas asset, with its close proximity to the West Natuna Transportation System
that delivers gas directly to Singapore, has the potential to play a key role
in satisfying this demand.

 

While COVID-19 slowed progress in 2021 for the Duyung operator (Conrad Energy
Asia), we expect several key commercial milestones to be delivered in 2022.
These include an approval of an updated Plan of Development ("PoD") and
signature of a Gas Sales Agreement ("GSA"), during 2022.

 

Italy

In May 2021, we signed a Sale and Purchase Agreement ("SPA") with Dubai Energy
Partners, Inc., a US-based operator of producing oil and gas assets. The SPA
required completion of regulatory approval within a nine-month period which
expired on 26 February 2022.

 

In March 2022, post-period end, the final decision was made to terminate the
SPA.  Due to the renewed post-lockdown demand and the Russian invasion into
Ukraine, the gas prices have risen from €0.17 per scm during the pandemic to
over €1.5 per scm. As at the 31 December 2021, the Board of Directors
remained committed to the divestment and the criteria within IFRS 5 were met
and the Italian business is therefore treated in the 2021 financial statements
as a disposal group - notwithstanding the subsequent decision by the Company
to retain the Italian portfolio.

 

The Company's growth strategy continues to focus on energy transition
opportunities, and our Italian portfolio provides a robust financial platform
for future deployment into renewable assets. We predict, based upon a gas
price of €1 per scm, strong returns of approximately €5m free cash flow on
an annualised basis, which will support our growth opportunities in South East
Asia and maximise shareholder value in the near-term.

 

Renewables

With the increase in the energy demand and requirement for energy security in
the region, Coro made the decision to acquire an early stage portfolio of
clean energy projects.

 

Operationally, despite COVID-19 restrictions, we managed to achieve a number
of key milestones in 2021, including the incorporation of the Philippines
company, completion of the desktop survey for our 100MW wind project in the
Philippines and the signature of a joint venture partnership agreement with
Vin Phuc Electrical Mechanical Installation Co Ltd. This will allow for the
transfer of their project portfolio of rooftop Solar in Vietnam to Coro, with
the first pilot project due to be developed in 2022.

 

Ion Ventures

In February 2021, we saw ion Ventures, in which we have a 20.3% interest,
partner with LiNA Energy, a solid-state battery technology developer, to
conduct a successful trial of LiNA's proprietary solid-state sodium battery
platform with a view of supporting further trials to eventually deploy the
battery into the grid storage market in the coming years. In July 2021, ion
Ventures formed a new partnership with GLIL Infrastructure Fund LLP, who
confirmed a commitment of up to £150 million of capital into a new vehicle,
Flexion Energy Holdings UK Ltd, with ion Ventures transferring their existing
USUSUK grid scale energy storage portfolio into Flexion and retaining a 5%
interest in Flexion.

 

ion Ventures' successes continue to demonstrate the ability of Coro leadership
to identify opportunities in the market and to act as appropriately to
strengthen the portfolio and our returns.

 

Corporate

We raised net proceeds of US$5.5m during February and March 2021 and, as
previously reported, the cash balance at the 12 of April 2022 was US$2.8m.

 

Outlook

2021 was a pivotal year for Coro in its ongoing transition to becoming a
regionally focused low-carbon energy company. The diversity and breadth of
assets which we now operate provides a platform from which to grow the Company
and we foresee a very exciting future for Coro and its stakeholders.

 

As the local and global restrictions brought about by COVID-19 start to ease,
we have resumed travel to our local projects to directly oversee their
progress and work with the local teams to support and to share knowledge and
experience.

 

We are all extremely confident in what we can achieve in 2022, including our
first rooftop Solar Project in Vietnam becoming revenue generative. We would
like to thank shareholders for their support in 2021 and look forward to
meeting many of you in person this year.

 

2021 RESULTS

The 2021 loss before tax from continuing operations was $6.5m (2020: loss
$8.0m). The overall loss before tax saw only a slight increase of $0.4m in
general and administrative ("G&A") expenses offset by a gain on foreign
exchange of $1.6m (2020: loss $1.1m) due to the strength of the US dollar
against the Euro during the year, resulting in the unrealised gain.

 

In an announcement of 27 May 2021, the Company signed a conditional share
purchase agreement ("SPA") with Dubai Energy Partners, Inc ("DEPI"), in
respect of the disposal by the Company of its Italian portfolio to DEPI. As a
result, in accordance with IFRS 5 Non-current assets held for sale and
discontinued operations, the assets and liabilities of the Italian business
are classified as a disposal group held for sale at the 31 December 2021.
Italian business represents a separate geographical area of operation for the
Group so remains as a discontinued operation in the statement of comprehensive
income. This is not withstanding the fact that subsequent to the year end the
sale process was terminated and following a full review of the gas assets in
Italy it was decided that they would no longer be marketed for sale,
therefore, from the interims these operations will be reclassified as
continuing.

 

The 2021 loss before tax from discontinued operations was $1.5m (2020: $1.3m).

 

Production from the Italian gas fields generated gross profit of $0.2m in 2021
compared to a loss of $0.2m in 2020.

 

The focus continued in 2021 on minimising costs, with a further reduction of
$0.2m in G&A and other income of $1.2m.

 

The accounting loss from discontinued operations was impacted by an IFRS 5
impairment charge recorded against noncurrent assets totalling $2.4. No tax
charge arose in the year.

 

2021 FINANCIAL POSITION

The Group has a 20.3% interest in ion Ventures and, as a result, the Group is
therefore deemed to have  significant influence over ion. Accordingly, our
investment is classified as an investment in associates on the Group balance
sheet. Our share of ion losses for 2021 was $0.2m (2020: $16k).

 

Intangible exploration and evaluation assets relating to our 15% interest in
the Duyung PSC increased to $17.5m (2020: $17.3) reflecting our share of the
venture's capital expenditure for 2021.

 

We saw an increase in the closing Eurobond liability to $26.6m across current
and non-current liabilities (2020: $25.0m). This was partly due to
amortisation of the bonds totalling $4.5m, but was also the result of
weakening of the Euro compared to the prior year.

 

Net liabilities of the Italian business, treated as a disposal group held for
sale, totalled US$0.7m at year end (2020: net assets of US$496k). The Group
ended the year with net liabilities of US$5.5m (2020: net liabilities
US$4.9m).

 

GOING CONCERN

The Group and Company financial statements have been prepared under the going
concern assumption, which presumes that the Group and Company will be able to
meet its obligations as they fall due for the foreseeable future. As stated in
Note 2 of the 2021 financial statements at 31 December 2021 the Group had cash
reserves of $3.3m (excluding cash recorded within assets of the Italian
disposal group held for sale).

 

Management have prepared a consolidated cash flow forecast to the end of June
2023 inclusive of the Italian portfolio which is no longer for sale and shows
that the Group has sufficient cash resources to meet its obligations.

 

Further information relating to going concern as the basis of preparation is
in Note 2 of the financial statements.

 

The Group's €22.5m Eurobond was restructured following the year end and now
matures in April 2024.

 

 

JAMES PARSONS

Non-Executive Chairman

 

Mark Hood

Chief Executive Officer

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December
2021

                                                            Notes  31 December 2021  31 December 2020

                                                                   US$'000           US$'000
 Continuing operations
 General and administrative expenses                        5      (3,276)           (2,942)
 Depreciation expense                                              (18)              (114)
 Other losses                                                      -                 (19)
 Share of loss of associates                                       (249)             (16)
 Loss from operating activities                                    (3,543)           (3,091)
 Finance income                                             7      2,239             28
 Finance expense                                            7      (5,171)           (4,906)
 Net finance expense                                               (2,932)           (4,878)
 Loss before income tax                                            (6,475)           (7,969)
 Income tax benefit/(expense)                               8      -                 -
 Loss for the period from continuing operations                    (6,475)           (7,969)

 Discontinued operations
 Loss for the period from discontinued operations           19     (1,510)           (2,198)

 Total loss for the period                                         (7,985)           (10,167)

 Other comprehensive income/loss
 Items that may be reclassified to profit and loss
 Exchange differences on translation of foreign operations         485               (840)
 Total comprehensive income for the period                         (7,500)           (11,007)

 Loss attributable to:
 Owners of the Company                                             (7,985)           (10,167)
 Total comprehensive income attributable to:
 Owners of the Company                                             (7,500)           (11,007)
 Basic loss per share from continuing operations (US$)      9      (0.003)           (0.010)
 Diluted loss per share from continuing operations (US$)    9      (0.003)           (0.010)

The consolidated statement of comprehensive income should be read in
conjunction with the accompanying notes.

 

 

CONSOLIDATED BALANCE SHEET as at 31 December 2021

                                              Notes  31 December 2021  31 December 2020

                                                     US$'000           US$'000
 Non-current assets
 Property, plant and equipment                12     10                16
 Intangible assets                            13     18,309            17,274
 Investment in associates                     23     401               666
 Total non-current assets                            18,720            17,956
 Current assets
 Cash and cash equivalents                    21     3,334             1,706
 Trade and other receivables                  11     106               118
 Inventory                                    10     37                37
 Derivative financial instruments             21     -                 10
 Total current assets                                3.477             1,871
 Assets of disposal group held for sale       19     8,224             11,417
 Total assets                                        30,421            31,244
 Liabilities and equity
 Current liabilities
 Trade and other payables                     15     425               209
 Borrowings                                   15     26,637            689
 Total current liabilities                           27,062            898
 Non-current liabilities
 Borrowings                                   15     -                 24,360
 Total non-current liabilities                       -                 24,360
 Liabilities of disposal group held for sale  19     8,889             10,921
 Total liabilities                                   35,951            36,179
 Equity
 Share capital                                17     2,943             1,103
 Share premium                                17     50,461            45,786
 Merger reserve                               18     9,708             9,708
 Other reserves                               18     4,180             3,305
 Accumulated losses                                  (72,822)          (64,837)
 Total equity                                        (5,530)           (4,935)
 Total equity and liabilities                        30,421            31,244

The consolidated balance sheet should be read in conjunction with the
accompanying notes.

 

CONSOLIDATED STATEMENT OF Changes in Equity for the year ended 31 December
2021

 

                                                              Attributable to equity shareholders of the Company
                                                              Share      Share premium  Merger reserve  Other reserves  Accumulated losses  Total

capital

          US$'000        US$'000         US$'000         US$'000             US$'000
                                                              US$'000
 At 1 January 2020                                             1,080     45,679          9,708          3,978           (55,263)            5,182
 Total comprehensive loss for the period:
 Loss for the period                                          -          -              -               -               (10,167)            (10,167)
 Other comprehensive income                                   -          -              -               (840)           -                   (840)
 Total comprehensive loss for the period                      -          -              -               (840)           (10,167)            (11,007)
 Transactions with owners recorded directly in equity:
 Issue of share capital                                       23         107            -               -               -                   130
 Share-based payments for services rendered                   -          -              -               760             -                   760
 Lapsed share options                                         -          -              -               (593)           593                 -
 Total transactions with owners recorded directly in equity:  23         107            -               167             593                 890
 Balance at 31 December 2020                                  1,103      45,786         9,708           3,305           (64,837)            (4,935)

 

                                                              Attributable to equity shareholders of the Company
                                                              Share      Share premium  Merger reserve  Other reserves  Accumulated losses  Total

capital

          US$'000        US$'000         US$'000         US$'000             US$'000
                                                              US$'000
 At 1 January 2021                                            1,103      45,786         9,708           3,305           (64,837)            (4,935)
 Total comprehensive loss for the period:
 Loss for the period                                          -          -              -               -               (7,985)             (7,985)
 Other comprehensive income                                   -          -              -               485             -                   485
 Total comprehensive loss for the period                      -          -              -               485             (7,985)             (7,500)
 Transactions with owners recorded directly in equity:
 Issue of share capital                                       1,840      4,675          -               -               -                   6,515
 Share-based payments for services rendered                   -          -              -               390             -                   390
 Total transactions with owners recorded directly in equity:  1,840      4,675          -               390             -                   6,905
 Balance at 31 December 2021                                  2,943      50,461         9,708           4,180           (72,822)            (5,530)

The consolidated statement of changes in equity should be read in conjunction
with the accompanying notes including the description of reserves in notes 18.

 

 

CONSOLIDATED statement of cash flows for the year ended 31 December 2021

                                                                        Notes  31 December 2021  31 December 2020

                                                                               US$'000           US$'000
 Cash flows from operating activities
 Receipts from customers                                                       1,019             1,138
 Payments to suppliers and employees                                           (3,873)           (3,837)
 Interest paid                                                          7      (649)             (632)
 Interest received                                                      7      1                 32
 Net cash used in operating activities                                         (3,502)           (3,299)
 Cash flow from investing activities
 Payments for intangible assets                                         13     (289)             (486)
 Investment in equity accounted associates                              24     -                 (682)
 Net cash used in investing activities                                         (289)             (1,168)
 Cash flows from financing activities
 Proceeds from issuance of shares                                       18     5,669             -
 Principal elements of lease payments                                   17     -                 (207)
 Net cash provided by or generated from/(used in) financing activities         5,669             (207)
 Net increase/(decrease) in cash and cash equivalents                          1,878             (4,674)
 Cash and cash equivalents brought forward                                     1,761             6,526
 Effects of exchange rate changes on cash and cash equivalents                 (88)              (91)
 Cash and cash equivalents carried forward                                     3,551             1,761

The consolidated statement of cash flows should be read in conjunction with
the accompanying notes

 

 

COMPANY BALANCE SHEET as at 31 December 2021

                                   Notes  31 December 2021  31 December 2020

                                          US$'000           US$'000
 Non-current assets
 Investment in subsidiaries        21     19,236            18,687
 Property, plant and equipment     12     10                16
 Intangible assets                 13     15                23
 Investment in associates          24     662               682
 Total non-current assets                 19,923            19,408
 Current assets
 Cash and cash equivalents         22     3,269             1,480
 Trade and other receivables       11     679               463
 Loans to subsidiaries             21     666               341
 Derivative financial instruments  22     -                 10
 Total current assets                     4,614             2,294
 Total assets                             24,537            21,702
 Liabilities and equity
 Current liabilities
 Trade and other payables          15     806               861
 Borrowings                        16     26.637            689
 Total current liabilities                27,443            1,550
 Non-current liabilities
 Borrowings                        16     -                 24,360
 Total non-current liabilities            -                 24,360
 Total liabilities                        27,443            25,910
 Equity
 Share capital                     18     2,943             1,103
 Share premium                     18     50,461            45,786
 Other reserves                    19     2,095             1,733
 Accumulated losses                       (58,405)          (52,830)
 Total equity                             (2,906)           (4,208)
 Total equity and liabilities             24,537            21,702

The Company balance sheet should be read in conjunction with the accompanying
notes.

 

 

Company STATEMENT OF Changes in Equity for the year ended 31 December 2021

                                                             Share     Share premium  Other reserves  Accumulated losses  Total

                                                             capital   US$'000        US$'000         US$'000             US$'000

                                                             US$'000
 At 1 January 2020                                           1,080     45,679         2,014           (44,162)            4,611
 Total comprehensive loss for the period:
 Loss for the period                                         -         -              -               (9,261)             (9,261)
 Other comprehensive income                                  -         -              (448)           -                   (448)
 Total comprehensive loss for the period                     -         -              (448)           (9,261)             (9,709)
 Transactions with owners recorded directly in equity:
 Issue of share capital                                      23        107            -               -                   130
 Share-based payments for services rendered                  -         -              760             -                   760
 Lapsed share options                                        -         -              (593)           593                 -
 Total transactions with owners recorded directly in equity  23        107            167             593                 890
 Balance at 31 December 2020                                 1,103     45,786         1,733           (52,830)            (4,208)

 

                                                             Share     Share premium  Other reserves  Accumulated losses  Total

                                                             capital   US$'000        US$'000         US$'000             US$'000

                                                             US$'000
 At 1 January 2021                                           1,103     45,786         1,733           (52,830)            (4,208)
 Total comprehensive loss for the period:
 Loss for the period                                         -         -              -               (5,575)             (5,575)
 Other comprehensive income                                  -         -              (28)            -                   (28)
 Total comprehensive loss for the period                     -         -              (28)            (5,575)             (5,603)
 Transactions with owners recorded directly in equity:
 Issue of share capital                                      1,840     4,675          -               -                   6,515
 Share-based payments for services rendered                  -         -              390             -                   390
 Total transactions with owners recorded directly in equity  1,840     4,675          390             -                   6,905
 Balance at 31 December 2021                                 2,943     50,461         2,095           (58,405)            (2,906)

The Company statement of changes in equity should be read in conjunction with
the accompanying notes.

 

 

Company statement of cash flows for the year ended 31 December 2021

                                                                        Notes  31 December 2021  31 December 2020

                                                                               US$'000           US$'000
 Cash flows from operating activities
 Receipts from customers                                                       -                 150
 Payments to suppliers and employees                                           (2,594)           (1,932)
 Interest paid                                                          7      (649)             (624)
 Interest received                                                      7      1                 28
 Net cash used in operating activities                                         (3,242)           (2,378)
 Cash flow from investing activities
 Investment in equity accounted associates                              24     -                 (682)
 Net cash used in investing activities                                         -                 (682)
 Cash flows from financing activities
 Proceeds from issuance of shares                                       18     5,669             -
 Loans to subsidiaries                                                  21     (551)             (599)
 Principal elements of lease payments                                   17     -                 (88)
 Net cash provided by or generated from/(used in) financing activities         5,118             (687)
 Net increase/(decrease) in cash and cash equivalents                          1,876             (3,747)
 Cash and cash equivalents brought forward                                     1,480             5,324
 Effects of exchange rate changes on cash and cash equivalents                 (87)              (97)
 Cash and cash equivalents carried forward                                     3,269             1,480

The Company statement of cash flows should be read in conjunction with the
accompanying notes.

 

 

Notes to the financial statements for the year ended 31 December 2021

 

Note 1: Corporate information

Coro Energy plc (the "Company" and, together with its subsidiaries, the
"Group") is a company incorporated in England and listed on the Alternative
Investment Market of the London Stock Exchange. The Company's registered
address is c/o Watson Farley & Williams LLP, 15 Appold Street, London EC2A
2HB, UK. The consolidated financial statements for the year ended 31 December
2021 comprise the Company and its interests in its subsidiaries, investments
in associates and jointly controlled operations (together referred to as the
"Group"),

 

Note 2: Basis of preparation

(a) Statement of compliance

The financial statements are prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006.

 

(b) Basis of measurement

These financial statements have been prepared on the basis of historical cost
apart from non-current assets (or disposal groups) held for sale, which are
measured at fair value less costs of disposal and derivative financial
instruments recorded at fair value through profit and loss.

 

(c) Going concern

The Group and Company financial statements have been prepared under the going
concern assumption, which presumes that the Group and Company will be able to
meet its obligations as they fall due for the foreseeable future.

 

On 31 December 2021, the Group had cash reserves of US$3.4m (excluding cash
recorded within assets of the Italian disposal group held for sale).
Management have prepared a consolidated cash flow forecast to the end of June
2023 inclusive of the Italian portfolio which is no longer for sale and shows
that the Group has sufficient cash resources to meet its obligations.

 

In making this assessment management considered the planned forecast
expenditure in the various jurisdictions in which it has a presence inclusive
of general, administrative, and operating costs, capital expenditure and
revenue from the Italian portfolio and the solar project in Vietnam. Whilst
there are risks to the forecast this is mainly viewed as being to the level of
gas production achieved in Italy and the related gas price and consequent
sales proceeds received.

 

The going concern assumption does not include any further receipts from either
debt or equity financing which management believes is available and mitigates
any risk to the revenue from Italy and/or Vietnam. In addition, the planned
capital expenditure in the Philippines is largely uncommitted and could be
tailored to meet the Group and Company cash position if deemed appropriate.
the year end and now matures in April 2024 with an increase in the coupon to
10% accrued annually and payable on redemption.

 

(d) Foreign currency transactions

The consolidated financial statements of the Group are presented in United
States Dollars ("USD"), rounded to the nearest US$1,000.

 

The functional currency of the Company and all UK domiciled subsidiaries is
British Pounds Sterling ("GBP"). The Group's subsidiaries domiciled in
Singapore have a functional currency of USD. The Group's subsidiaries
domiciled in the Philipines have a functional currency of Philipines Pesos
("PHP"). Apennine Energy SpA, the Group's Italian subsidiary, included within
the disposal group held for sale, has a functional currency of Euros.

 

Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or loss
as finance income or expense. Non-monetary assets and liabilities denominated
in foreign currencies are translated at the date of transaction and not
retranslated.

 

The results and financial position of Group companies that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:

 

•   Assets and liabilities are translated at the closing rate;

•   Income and expenses are translated at average rates; and

•   Equity balances are not retranslated. All resulting exchange
differences are recognised in other comprehensive income.

 

(e) Use of estimates and judgements

The preparation of the financial statements requires management to make
judgments regarding the application of the Group's accounting policies, and to
use accounting estimates that impact the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.

 

This note sets out the estimates and judgements taken by management that are
deemed to have a higher risk of causing a material adjustment to the reported
carrying amounts of assets and liabilities in future years.

 

(i) Key accounting judgements

Accounting for investment in ion Ventures Holdings Limited

In November 2020, the Group acquired a 20.3% shareholding in ion Ventures
Holdings Limited ("IVHL") in exchange for cash consideration of £500k
(US$682k). IVHL was founded in the UK in 2018 to exploit opportunities that
arise from the increasing complexity of energy systems, the shift to
distributed generation and more localised networks, and the need for flexible
and responsive solutions.

 

Under IFRS, the accounting for an interest in another entity depends on the
level of influence held over the investee by the investor. Management have
concluded that IVHL is an associate of the Group, due to Coro exercising
"significant influence" over IVHL. With reference to the factors outlined in
IAS 28 Investments in associates and joint ventures, we concluded that
significant influence arises as a result of:

 

•     20.3% shareholding in IVHL, which is above the 20% threshold at
which significant influence is presumed to exist under IFRS (though this
presumption can be rebutted);

•     Right to appoint one director (of five) to the Board of Directors
of IVHL; and

•     Ability to exercise reserved powers under a Shareholder Agreement
to participate in the key strategic and operational decisions of the investee,
such as approval of annual budgets.

Associates and joint ventures are accounted for using the equity method, which
is described further in note 3a.

 

Accounting for investment in Coro Renewables VN1 Joint Stock Company

In July 2021, the Group announced its intention to form a joint venture with
Vinh Phuc Electrical Mechanical Installation Co Ltd, trading as Vinh Phuc
Energy JSC ("VPE"), the joint venture ("CRV1") with the Company contributing
US$500k in cash for an 85% share of the joint venture and VPE contributing its
existing 150 MW project portfolio for a 15% share of the joint venture. In
October 2021, a binding shareholder agreement was signed with VPE and the
Group acquired an 85% interest in the newly incorporated Vietnamese company,
Coro Renewables VN1 Joint Stock Company, which owns 100% of Coro Renewables
VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam
Company Limited.

 

Under IFRS, the accounting for an interest in another entity depends on the
level of influence held over the investee by the investor. Management have
concluded that CRV1 is an indirectly held subsidiary of the Company, due to
the Company controlling more than half of the voting rights. With reference to
the factors outlined in IAS 27 Consolidated and Separate Financial Statements,
we concluded that there were no contraindications of control.

•     There is no agreement with VPE giving them control of the joint
venture;

•     There is no statute or agreement ceding control to any other
party; and

•     VPE does not have the power to appoint or remove the majority of
the Board of Directors.

At 31 December 2021, the three Vietnamese Companies had not commenced trading
and the Group's initial US$500k contribution had not been transferred to
Vietnam; there are therefore no transactions relating to CRV1, nor its
subsidiary undertakings, recorded in these consolidated financial statements.

 

Share option and warrants

The Black-Scholes model is used to calculate the appropriate charge of the
share options and warrants. The use of this model to calculate the charge
involves a number of estimates and judgements to establish the appropriate
inputs to be entered into the model, covering areas such as the use of an
appropriate interest rate and dividend rate, exercise restrictions and
behavioural considerations. A significant element of judgement is therefore
involved in the calculation of the charge.

 

(ii) Key accounting estimates

Estimate of gas reserves and resources

The disclosed amount of the Group's gas reserves and resources impacts a
number of accounting estimates in the financial statements including future
cash flows used in asset impairment reviews, see note 13, and timing of
rehabilitation spend used to calculate rehabilitation provisions.

 

In respect of the Group's Italian assets that are held for sale, estimation of
recoverable quantities of Proved and Probable reserves is based on a number of
factors including expected commodity prices, discount rates, future capital
expenditure and operating costs impacting future cash flows. It also requires
interpretation of complex geological and geophysical models in order to make
an assessment of the size, shape, depth and quality of reservoirs, and their
anticipated recoveries. The economic, geological and technical factors used to
estimate reserves may change from period to period.

The Group employs staff with the appropriate knowledge, skills and experience
to estimate reserves quantities. Periodically, the Group's reserves
calculations are also subject to independent third-party certification by a
competent person. The date of the last Competent Person's Report issued in
respect of the Group's disclosed gas reserves and resources was as follows:

 

•   Italian assets (Sillaro and Rapagnano fields): effective date 31
December 2019

•   Italian assets (other fields): effective date 31 December 2017

•   Duyung PSC: effective date 22 May 2020.

 

Gas reserves and resources are disclosed on the Group website

 

Measurement of non-current assets (and disposal groups) classified as held for
sale (note 19)

At 31 December 2021, the Group classified the assets and liabilities of its
Italian business (the "Italian portfolio") as a disposal group held for sale
following a decision by the Board of Directors in 2019 to prioritise full
divestment. Given the Italian business represents a separate geographical area
of operation for the Group, the Italian results have also been treated as a
discontinued operation.

 

In December 2019, the Group entered into a conditional sale and purchase
agreement ("SPA") with Zenith Energy Ltd ("Zenith") for the sale of the
Italian Portfolio. The necessary Italian regulatory approvals for the disposal
were not obtained prior to a long stop date of 31 July 2020 and, as such, the
disposal was mutually terminated by the parties. However the criteria within
IFRS 5 were considered to be met at 31 December 2020 because the Board of
Directors remained committed to the divestment; this had been communicated to
the market and indicative offers had been received from several other
interested parties.

 

In May 2021, the Group entered into a new conditional sale and purchase
agreement ("SPA") with Dubai Energy Partners, Inc ("DEPI") for the sale of the
Italian Portfolio. Again, the necessary Italian regulatory approvals for the
disposal were not obtained prior to a long stop date of 26 February 2022 and,
as such, the disposal was terminated by the parties after the year end.

 

While the Italian portfolio is no longer for sale at 31 December 2021, the
Board of Directors remained committed to the sale and were working in good
faith towards the completion of the sale in accordance with the conditional
SPA signed in May 2021.

 

As required by IFRS 5, the entire Italian business has been fair valued at the
balance sheet date to determine if any further write-downs are required.
Management determined the fair value of the disposal group with reference to
the SPA agreed with DEPI, notwithstanding the post balance sheet termination
of this agreement nor the subsequent significant increases in the wholesale
gas prices. This led to an impairment of US$894k, which has been allocated
across non-current assets on a pro-rata basis.

 

Assessment of indicators of impairment of intangible exploration and
evaluation assets (note 13)

The Group's exploration and evaluation assets, comprising assets related to
the Duyung PSC (and excluding Italian exploration and evaluation assets held
in disposal group), are assessed for indicators of impairment under IFRS 6
Exploration for, and evaluation of, mineral resources. The Group acquired its
15% interest in the Duyung PSC in April 2019. In Q4 2019, the operator of the
Duyung venture undertook a two-well campaign designed primarily to appraise
the Mako gas field.

 

Following completion of the drilling programme, the operator of the Duyung
venture engaged Gaffney, Cline and Associates ("GCA") to complete an
independent resource audit for the Mako gas field.

 

GCA completed their audit in May 2020 and confirmed a significant resource
upgrade for the Mako gas field compared to their previous resource assessment
released in January 2019 (the "2019 GCA Audit"). 2C (contingent) recoverable
resource estimates were increased to 495 Bcf (gross), an increase of
approximately 79% compared with the 2019 GCA Audit. In the upside case, the 3C
(contingent) resources increased by approximately 108% compared with the 2019
GCA Audit, to 817 Bcf (gross).

 

As a result of the resource upgrade, which was incorporated into our own
updated economic modelling for Duyung, no impairment indicators were noted.

 

Impairment testing of exploration and evaluation assets recorded as assets of
a disposal group held for sale is discussed above.

 

Rehabilitation provisions (note 15)

Costs relating to rehabilitation of oil and gas fields recorded within
liabilities of a disposal group held for sale will be incurred many years in
the future and the precise requirements for these activities are uncertain.
Technologies and costs are constantly changing, as well as political,
environmental, safety and public expectations. A change in the key assumptions
used to calculate rehabilitation provisions could have a material impact on
the carrying value of the provisions. Currently, the Group's rehabilitation
provisions relate solely to oil and gas fields in Italy, and are recorded
within liabilities of a disposal group held for sale.

 

The carrying value of these provisions in the financial statements represents
an estimate of the present value of the future costs expected to be incurred
to rehabilitate each field, which are reviewed at least annually. Future costs
are estimated by internal experts, with external specialists engaged
periodically to assist management. These estimates are based on current price
observations, taking into account developments in technology and changes to
legal and contractual requirements. Expectations regarding cost inflation are
also incorporated. Future cost estimates are discounted to present value using
a rate that approximates the time value of money, which ranges between 1.25%
and 1.75% (2020: 1.25% to 1.75%) depending on the expected year of
rehabilitation spend. The discount rate is based on the average yield on
Italian Government bonds of a duration that matches the expected year of
expenditures, incorporating a risk premium appropriate to the nature of the
liabilities.

 

Recoverability of deferred tax assets (note 8)

The recoverability of deferred tax assets recorded within assets of a disposal
group held for sale is dependent on the availability of taxable profits in
future years. The Group undertakes a forecasting exercise at each reporting
date to assess its expected utilisation of these losses. The key areas of
estimation uncertainty in these forecasts are future gas prices, production
rates, capital and operating costs, and overhead expenses, all of which could
impact the generation of taxable profits by Italian subsidiaries. The model
used to calculate expected utilisation of tax losses is prepared on a
consistent basis to the DCF models used to test for impairment, but with the
inclusion of corporate overheads and other non-asset specific costs. The DTA
was partially written down in 2018, and again in 2020; no further write-down
is deemed necessary at 31 December 2021.

 

Assessment of indicators of impairment of investment in associates (note 23)

In 2020, the Company acquired a 20.3% interest in ion Ventures Holdings
Limited ("ion Ventures"). This investment is accounted for as an associate
using the equity method.

The Company considered whether there should be any impairment of the
investment as at 31 December 2021 and based on the forecasts prepared by the
management of ion Ventures and the dividend stream expected from its
investment in Flexion Energy, the Company's investment in Ion Ventures is
deemed to be recoverable in full.

 

Company only - impairment assessment for investment in subsidiaries (note 20)

The Company is required to assess its investments in subsidiaries for
impairment at each reporting date. The Company's main assets are its Italian
gas portfolio, held by Apennine Energy SpA ("Apennine"), and its interest in
the Duyung PSC, held by Coro Energy Duyung (Singapore) Pte Ltd ("CEDSPL"). As
such, the recoverability of investments in subsidiaries depends on the
Company's assessment of indicators of impairment of the underlying assets
recorded within its subsidiaries.

 

As noted above, and in note 13, the Company identified no indicators of
impairment for its 15% interest in the Duyung PSC and, accordingly, the
Company's investment in CEDSPL (held indirectly) is deemed to be recoverable
in full.

 

As noted further above, and in note 19, the Company's investment in Apennine
(held indirectly) was impaired to its recoverable amount being the sale price
agreed with DEPI in the SPA agreed in May 2021.

 

Note 3: Significant accounting policies

(a) Principles of consolidation

(i) Subsidiaries

The consolidated financial statements include the results of Coro Energy plc
and its subsidiary undertakings made up to the same accounting date.
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that
control commences until the date that control ceases. The accounting policies
of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group. All intra-group balances, transactions, income
and expenses are eliminated in full on consolidation.

(ii) Interests in other entities

The Group classifies its interests in other entities based on the level of
control exercised by the Group over the entity.

 

Associates

Associates are all entities over which the Group has significant influence but
not control or joint control. This is generally the case where the Group holds
between 20% and 50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting.

 

Under the equity method of accounting, the investments are initially
recognised at cost, including any directly attributable transaction costs, and
adjusted thereafter to recognise the Group's share of the post-acquisition
profits or losses of the investee in profit or loss. The Group's share of
movements in other comprehensive income of the investee are recognised in
other comprehensive income. Dividends received or receivable from associates
and joint ventures are recognised as a reduction in the carrying amount of the
investment.

 

Where the Group's share of losses in an equity-accounted investment equals or
exceeds its interest in the entity, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the
other entity.

 

Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group's interest in these entities. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity-accounted
investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.

 

The carrying amount of equity-accounted investments is tested for impairment
at least annually.

 

Other investments

In a situation where the Group has direct contractual rights to the assets,
and obligations for the liabilities, of an entity but does not share joint
control, the Group accounts for its interest in those assets, liabilities,
revenues and expenses in accordance with the accounting standards applicable
to the underlying line item. This is analogous to the "joint operator" method
of accounting outlined in IFRS 11 Joint arrangements.

 

(b) Taxation

Income tax expense or credit for the period is the tax payable on the current
period's taxable income, based on the applicable income tax rate for each
jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.

 

Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the date of the statement
of financial position, and any adjustment to tax payable in respect of
previous years.

 

Deferred tax is provided using the balance sheet liability method, providing
for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not provided for the initial
recognition of assets or liabilities that affect neither accounting nor
taxable profit, and differences relating to investments in subsidiaries to the
extent that the Group is able to control the timing of the reversal of the
temporary difference and it is probable that they will not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities using tax rates enacted at the date of the statement of
financial position.

 

A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.

 

Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same taxation authority. Current tax
assets and liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.

 

(c) Property, plant and equipment

(i) Recognition and measurement

Property, plant and equipment comprises the Group's tangible oil and gas
assets together with office furniture and equipment. Items of property, plant
and equipment are recorded at cost less accumulated depreciation, accumulated
impairment losses and pre-commissioning revenue and expenses. Cost includes
expenditure that is directly attributable to acquisition of the asset.

 

Gains and losses on disposal of an item of property, plant and equipment are
determined by comparing the proceeds from disposal with the carrying amount of
property, plant and equipment, and are recognised within "other income" in
profit or loss.

 

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future
economic benefits associated with expenditure will flow to the Group.

 

(iii) Depreciation

Oil and gas assets

Oil and gas assets includes gas production facilities and the accumulation of
all exploration, evaluation, development and acquisition costs in relation to
areas of interest in which production licences have been granted and the
related project has moved to the production phase.

 

Amortisation of oil and gas assets is calculated on the units-of-production
("UOP") basis, and is based on Proved and Probable reserves. The use of the
UOP method results in an amortisation charge proportional to the depletion of
economically recoverable reserves. Amortisation commences when commercial
levels of production are achieved from a field or licence area.

 

The useful life of oil and gas assets, which is assessed at least annually,
has regard to both its physical life limitations and present assessments of
economically recoverable reserves of the field at which the asset is located.
These calculations require the use of estimates and assumptions, including the
amount of recoverable reserves and estimates of future capital expenditure.
The calculation of the UOP rate of depreciation/amortisation will be impacted
to the extent that actual production in the future is different from current
forecast production based on total proved reserves, or future capital
expenditure estimates change.

 

Changes to recoverable reserves could arise due to changes in the factors or
assumptions used in estimating reserves, including:

 

•   The effect of changes in commodity price assumptions; or

•   Unforeseen operational issues that impact expected recovery of
hydrocarbons.

 

Assets designated as held for sale, or included in a disposal group held for
sale, are not depreciated.

 

Other property, plant and equipment

Depreciation is recognised in profit or loss on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and
equipment. The depreciation will commence when the asset is installed ready
for use.

 

The estimated useful lives of each class of asset fall within the following
ranges:

Office furniture and equipment         3 - 5 years

 

The residual value, the useful life and the depreciation method applied to an
asset are reviewed at each reporting date.

 

(iv) Impairment

The Group assesses at each reporting date whether there is an indication that
an asset (or Cash Generating Unit - "CGU") may be impaired. For oil and gas
assets, management has assessed its CGUs as being an individual field, which
is the lowest level for which cash inflows are largely independent of those of
other assets. If any indication exists, or when annual impairment testing for
an asset is required, the Group estimates the asset's or CGU's recoverable
amount. The recoverable amount is the higher of an asset's or CGU's fair value
less costs of disposal ("FVLCD") and value in use ("VIU"). Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset/CGU is
considered impaired and is written down to its recoverable amount.

 

The Group bases its impairment calculation on detailed budgets and forecasts,
which are prepared separately for each of the Group's CGUs to which the
individual assets are allocated. These budgets and forecasts generally cover
the forecasted life of the CGUs. VIU does not reflect future cash flows
associated with improving or enhancing an asset's performance.

 

For assets/CGUs, an assessment is made at each reporting date to determine
whether there is an indication that previously recognised impairment losses
may no longer exist or may have decreased. If such indication exists, the
Group estimates the asset's or CGU's recoverable amount. A previously
recognised impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset's/CGU's recoverable amount since the
last impairment loss was recognised. The reversal is limited so that the
carrying amount of the asset/CGU does not exceed either its recoverable
amount, or the carrying amount that would have been determined, net of
depreciation/amortisation, had no impairment loss been recognised for the
asset/CGU in prior years. Such a reversal is recognised in the income
statement.

 

(d) Intangible assets

(i) Exploration and evaluation assets

Exploration and evaluation assets are carried at cost less accumulated
impairment losses in the statement of financial position. Exploration and
evaluation assets include the cost of oil and gas licences, and subsequent
exploration and evaluation expenditure incurred in an area of interest.

 

Exploration and evaluation assets are not depreciated. When the commercial and
technical feasibility of an area of interest is proved, capitalised costs in
relation to that area of interest are transferred to property, plant and
equipment (oil and gas assets) and depreciation commences in line with the
depreciation policy outlined above.

 

Exploration and evaluation assets are assessed for impairment if sufficient
data exists to determine technical feasibility and commercial viability or
facts and circumstances suggest that the carrying value amount exceeds the
recoverable amount.

 

Exploration and evaluation assets are tested for impairment when any of the
following facts and circumstances exist:

•   the term of the exploration licence in the specific area of interest
has expired during the reporting period or will expire in the near future, and
is not expected to be renewed;

•   substantive expenditure on further exploration for an evaluation of
mineral resources in the specific area is not budgeted nor planned;

•   exploration for and evaluation of mineral resources in the specific
area have not led to the discovery of commercially viable quantities of
mineral resources and the decision was made to discontinue such activities in
the specific area; or

•   sufficient data exists to indicate that, although a development in the
specific area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale.

Areas of interest that no longer satisfy the above policy are considered to be
impaired and are measured at their recoverable amount, with any subsequent
impairment loss recognised in the profit and loss.

 

(ii) Software

Costs for acquisition of software, including directly attributable costs of
implementation, are capitalised as intangible assets and amortised over their
expected useful life (currently five years).

 

(iii) Goodwill

Goodwill arising from business combinations is included in intangible assets.

 

Goodwill is not amortised but it is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that it might be
impaired, and is carried at cost less accumulated impairment losses.

 

Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of
cash-generating units that are expected to benefit from the business
combination in which the goodwill arose.

 

(e) Inventory

Inventory is comprised of drilling equipment and spares and is carried at the
lower of cost and net realisable value. Any impairment on value is taken to
the income statement.

 

(f) Non-current assets (or disposal groups) held for sale and discontinued
operations

Non-current assets (or disposal groups) are classified as held for sale if
their carrying amount will be recovered principally through a sale transaction
rather than through continuing use, they are available for sale in their
present condition, they are being actively marketed, and a sale is considered
highly probable. These conditions must be continuing for the assets to
continue to be classified as held for sale.

 

Disposal groups are measured at the lower of their carrying amount and fair
value less costs to sell, except for certain assets such as deferred tax
assets, which are specifically exempt from this requirement. An impairment
loss is recognised for any initial or subsequent write-down of the asset (or
disposal group) to fair value less costs to sell. A gain is recognised for any
subsequent increases in fair value less costs to sell of an asset (or disposal
group), but not in excess of any cumulative impairment loss previously
recognised. A gain or loss not previously recognised by the date of the sale
of the non-current asset (or disposal group) is recognised at the date of
derecognition.

 

Non-current assets (including those that are part of a disposal group) are not
depreciated or amortised while they are classified as held for sale. Interest
and other expenses attributable to the liabilities of a disposal group
classified as held for sale continue to be recognised.

 

Non-current assets classified as held for sale and the assets of a disposal
group classified as held for sale are presented separately from the other
assets in the balance sheet. The liabilities of a disposal group classified as
held for sale are presented separately from other liabilities in the balance
sheet.

 

A discontinued operation is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line
of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or area of operations,
or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit or
loss.

 

(g) Investments and financial assets

(i) Classification

The Group classifies its financial assets in the following measurement
categories:

•   those to be measured subsequently at fair value (either through other
comprehensive income or through profit or loss); and

•   those to be measured at amortised cost.

 

The classification depends on the entity's business model for managing the
financial assets and the contractual terms of the cash flows.

 

(ii) Recognition and measurement

A financial asset is recognised if the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised if
the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial asset to another party without
retaining control or substantially all risks and rewards of the asset. Regular
way purchases and sales of financial assets are accounted for at trade date,
i.e. the date the Group commits itself to purchase or sell the asset.

 

At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss ("FVTPL"), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVTPL are expensed in profit or loss.

 

Subsequent measurement of debt instruments depends on the Group's business
model for managing the asset and the cash flow characteristics of the asset.
Currently, the Group's financial assets are all held for collection of
contractual cash flows, which are solely payments of principal and interest.
Accordingly, the Group's financial assets are measured subsequent to initial
recognition at amortised cost.

 

Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows.

 

(iii) Impairment

On a forward-looking basis, the Group estimates the expected credit losses
associated with its receivables and other financial assets carried at
amortised cost, and records a loss allowance for these expected losses.

 

(iv) Investment in subsidiaries

In the Company balance sheet, investments in subsidiaries are carried at cost
less accumulated impairment.

 

(h) Derivatives

Derivatives are initially recognised at fair value on the date a derivative
contract is entered into, and they are subsequently remeasured to their fair
value at the end of each reporting period.

 

(i) Provisions

(i) Rehabilitation provision

Rehabilitation obligations arise when the Group disturbs the natural
environment where its oil and gas assets are located and is required by local
laws/regulations to restore these sites.

 

Full provision for these obligations is made based on the present value of the
estimated costs to be incurred in dismantling infrastructure, plugging and
abandoning wells and restoring sites to their original condition. Changes to
future cost estimates are capitalised and recorded in property, plant and
equipment (oil and gas assets) as rehabilitation assets, unless the carrying
value of these assets is not supportable, in which case changes to
rehabilitation provisions are recorded directly in the income statement.
Future cost estimates are inflated to the expected year of rehabilitation
activity and discounted to present value using a market rate of interest that
is deemed to approximate the time value of money.

 

The estimated costs of rehabilitation are reviewed annually and adjusted
against the relevant rehabilitation asset or in the income statement, as
appropriate. Annual increases in the provision relating to the unwind of the
discount rate are accounted for in the income statement as a finance expense.

 

(ii) Other provisions

Other provisions are measured at the present value of management's best
estimate of the expenditure required to settle the present obligation at the
end of the reporting period. The provisions are discounted to present value
using a market rate of interest that is deemed to approximate the time value
of money. The increase in the provision due to the passage of time is
recognised as interest expense.

 

(j) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs
incurred, and subsequently measured at amortised cost. Any difference between
the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings using the
effective interest method. Loan fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan and amortised over
the life of the borrowings.

 

Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.

 

(k) Trade and other payables

Trade and other payables represent liabilities for goods and services provided
to the Group prior to the end of the financial year that are unpaid. The
amounts are unsecured and are usually paid within 30 days of the invoice date.
Trade and other payables are presented as current liabilities unless payment
is not due within 12 months after the reporting period. They are recognised
initially at their fair value and subsequently measured at amortised cost
using the effective interest method.

 

(l) Share capital

Ordinary Shares are classified as equity. Incremental costs directly
attributable to issue of shares are recognised as a deduction from equity, net
of any tax effects.

 

(m) Share-based payments

Share-based payments relate to transactions where the Group receives services
from employees or service providers and the terms of the arrangements include
payment of a part or whole of consideration by issuing equity instruments to
the counterparty. The Group measures the services received from non-employees,
and the corresponding increase in equity, at the fair value of the goods or
services received. When the transactions are with employees, the fair value is
measured by reference to the fair value of the shares issued. The expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied.

 

(n) Revenue

Under IFRS 15 Revenue from Contracts with Customers, there is a five-step
approach to revenue recognition:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the
contract; and

Step 5: Recognise revenue when (or as) the entity satisfies a performance
obligation.

 

The Group has one revenue stream, being the sale of gas (recorded within loss
from discontinued operations). Gas is sold to wholesale customers under gas
supply agreements, which have different volume and price specifications (both
fixed and variable). Gas sales revenue is recognised when control of the gas
passes at the delivery point into the local gas pipeline network, which is the
only performance obligation. Revenue is presented net of value added tax
("VAT"), rebates and discounts and after eliminating intra-group sales.

 

(o) Leases

Leases are recognised as a right-of-use asset and a corresponding lease
liability at the date at which the leased asset is available for use by the
Group.

 

Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:

 

•   Fixed payments (including in-substance fixed payments), less any lease
incentives receivable;

•   Variable lease payment that are based on an index or a rate, initially
measured using the index or rate as at the commencement date;

•   Amounts expected to be payable by the Group under residual value
guarantees;

•   The exercise price of a purchase option if the Group is reasonably
certain to exercise that option; and

•   Payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.

 

Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.

 

The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases in the Group, the lessee's incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security
and conditions.

 

Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period.

 

Right-of-use assets are measured at cost which comprises the following:

•   The amount of the initial measurement of the lease liability;

•   Any lease payments made at or before the commencement date less any
lease incentives received;

•   Any initial direct costs; and

•   Restoration costs.

 

Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.

 

Payments associated with short-term leases (term less than 12 months) and all
leases of low-value assets (generally less than US$5k) are recognised on a
straight-line basis as an expense in profit or loss.

 

(p) Research and Development

Development costs that are directly attributable to the design and development
of identifiable and unique projects controlled by the Group are recognised as
intangible assets when the following criteria are met

•   It is technically feasible to complete the project;

•   Management intends to complete the project;

•   There is sufficient certainty that contractual rights, planning and
permitting will be agreed;

•   It can be demonstrated how the project will generate probable future
economic benefits;

•   Adequate technical, financial and other resources to complete the
project are available; and

•   The expenditure attributable to the project can be reliably measured.

Other development expenditures that do not meet these criteria are recognised
as an expense as incurred.

 

(q) Changes to accounting policies, disclosures, standards and interpretations

(i) New and amended standards adopted by the Group

 

The following new standards, amendments and interpretations are effective for
the first time in these financial statements. However, none has had a material
impact on the financial statements:

 

 Standard                                                                        Effective date
 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate         1 January 2021
 Benchmark Reform - Phase 2
 Amendment to IFRS 16 in respect of COVID-19-Related Rent Concessions beyond 30  1 January 2021
 June 2021

 

(ii) New standards not yet adopted

There are no new International Financial Reporting Standards and
Interpretations issued but not effective for the reporting period ending 31
December 2021 that will materially impact the Group.

 

 

Note 4: Segment information

The Group's reportable segments as described below are based on the Group's
geographic business units. This includes the Group's upstream gas operations
in Italy and South East Asia, along with the corporate head office in the
United Kingdom. This reflects the way information is presented to the Board of
Directors. Results from the Group's Italian business are classified as a
discontinued operation. See note 19.

 

                                                       Italy                     Asia                      UK                        Total
                                                       31 December  31 December  31 December  31 December  31 December  31 December  31 December  31 December

                                                       2021         2020         2021         2020         2021         2020         2021         2020

                                                       US$'000      US$'000      US$'000      US$'000      US$'000      US$'000      US$'000      US$'000
 Depreciation and amortisation                         -            -            -            -            (18)         (114)        (18)         (114)
 Interest expense                                      -            -            -            -            (4,500)      (3,755)      4,500        (3,755)
 Share of loss of associates                           -            -            -            -            (249)        (16)         (249)        (16)
 Segment loss  before tax from continuing operations   -            -            (278)        (223)        (6,197)      (7,746)      (6,475)      (7,969)
 Segment loss before tax from discontinued operations  (1,510)      (1,275)      -            -            -            -            (1,510)      (1,275)

 

                      Italy                     Asia                      UK                        Total
                      31 December  31 December  31 December  31 December  31 December  31 December  31 December  31 December

                      2021         2020         2020         2020         2020         2020         2020         2020

                      US$'000      US$'000      US$'000      US$'000      US$'000      US$'000      US$'000      US$'000
 Segment assets       8,224        11,417       17,985       17,511       4.212        2,316        30,421       31,244
 Segment liabilities  (8.889)      (10,921)     (1,073)      (9)          (25,989)     (25,249)     (35,951)     (36,179)

 

 

Note 5: General and administrative expenses

                                     31 December  31 December

                                     2021         2020

                                     US$'000      US$'000
 Employee benefits expense (note 6)  1,031        861
 Business development                786          347
 Corporate and compliance costs      451          501
 Investor and public relations       247          215
 G&A - Duyung venture                199          179
 Other G&A                           314          141
 Share-based payments (note 23)      248          698
                                     3,276        2,942

 

Auditor's remuneration

Services provided by the Group's auditor and its associates

During the year, the Group (including its overseas subsidiaries) obtained the
following services from the Company's auditor and its associates:

 

                                                                                31 December  31 December

                                                                                2021         2020

                                                                                US$'000      US$'000
 Fees payable to the Company's auditor for the audit of the Parent Company and  49           40
 consolidated financial statements
 Fees payable to the Company's auditor for other services:
 Audit of subsidiaries                                                          -            3

 

Note 6: Staff costs and directors' emoluments

                                                         Group
 Staff costs                                             31 December  31 December

                                                         2021         2020

                                                         US$'000      US$'000
 Wages and salaries                                      327          169
 Pensions and other benefits                             18           9
 Social security costs                                   41           17
 Share-based payments (note 23)                          88           101
 Total employee benefits                                 474          296
 Average number of employees from continuing operations  2            2

(excluding Non-Executive Directors)

 

                                 Group
 Directors' emoluments           31 December  31 December

                                 2021         2020

                                 US$'000      US$'000
 Wages and salaries              568          592
 Pensions and other benefits     7            11
 Social security costs           70           63
 Share-based payments (note 22)  160          597
 Total employee benefits         805          1,263

The highest paid Director received aggregate emoluments of US$205k (2020:
US$281k).

 

Note 7: Finance income/expense

                        Group
 Finance income         31 December  31 December

                        2021         2020

                        US$'000      US$'000
 Interest income        1            28
 Foreign exchange gain  2,238        -
 Total finance income   2,239        28

 

                                                        Group
 Finance expense                                        31 December  31 December

                                                        2021         2020

                                                        US$'000      US$'000
 Interest on borrowings                                 4,500        3,755
 Finance charge on lease liabilities                    -            6
 Unrealised loss on foreign exchange forward contracts  -            6
 Foreign exchange loss                                  651          1,139
 Total finance expense                                  5,151        4,906

 

 

Note 8: Income tax

Income tax

                                         Group
                                         31 December  31 December

                                         2021         2020

                                         US$'000      US$'000
 Deferred tax                            -            (923)
 Total deferred tax                      -            (923)
 Total tax expense                       -            (923)
 Income tax expense is attributable to:
 Loss from discontinued operations       -            (923)
                                         -            (923)

Numerical reconciliation of income tax result recognised in the statement of
comprehensive income to tax benefit/expense calculated at the Group's
statutory income tax rate is as follows:

                                                                                Group
                                                                                31 December 2021  31 December

                                                                                US$'000           2020

                                                                                                  US$'000
 Loss from continuing operations before tax                                     (6,475)           (7,969)
 Loss from discontinued operations before tax                                   (1,510)           (1,275)
 Total loss before tax                                                          (7,985)           (9,244)
 Income tax benefit using the Group's blended tax rate of 19% (2020: 20%)       1,180             1,815
 Non-deductible expenses                                                        (339)             (60)
 Prior year adjustment                                                          (260)             (139)
 Write-down of deferred tax assets                                              -                 (923)
 Current year losses and temporary differences for which no deferred tax asset  (581)             (1,616)

was recognised
 Income tax benefit/(expense)                                                   -                 (923)

Deferred tax

Deferred tax assets totalling US$1.3m (2020: US$1.5) are recorded within
assets of the disposal group, and have been recognised in respect of tax
losses and temporary differences based on management assessment that future
taxable profit will be available against which the Italian subsidiary company
can utilise the benefits. No DTA in respect of carried forward tax losses has
been recognised in respect of any UK or Singapore domiciled Group company due
to doubt about the availability of future profits in these companies. Total
unrecognised losses (gross) in respect of continuing operations are US$17m
(2020: US$13m). Unrecognised losses (gross) relating to discontinued
operations total US$82m (2020: US$99m).

 

 

Note 9: EARNINGS per share

                                                            31 December  31 December

                                                            2021         2020
 Basic loss per share from continuing operations (US$)      (0.003)      (0.010)
 Diluted loss per share from continuing operations (US$)    (0.003)      (0.010)
 Basic loss per share from discontinued operations (US$)    (0.001)      (0.003)
 Diluted loss per share from discontinued operations (US$)  (0.001)      (0.003)

The calculation of basic loss per share from continuing operations was based
on the loss attributable to shareholders of US$6.4m (2020: US$8.0) and a
weighted average number of Ordinary Shares outstanding during the year of
1,917,559,412 (2019: 793,502,096).

Basic loss per share from discontinued operations was based on the loss
attributable to shareholders from discontinued operations of US$1.5m (2020:
US$2.2m).

Diluted loss per share from continuing and discontinued operations for the
current and comparative periods is equivalent to basic loss per share since
the effect of all dilutive potential Ordinary Shares is anti-dilutive. The
potential dilutive shares includes warrants issued to Eurobond holders and
options issued to Directors and management (note 22).

 

 

Note 10: Inventory

                         Group
                         31 December  31 December

                         2021         2020

                         US$'000      US$'000
 Inventory - Duyung PSC  37           37
                         37           37

Inventory represents the Group's share of inventory held by the Duyung PSC,
which is mainly comprised of drilling spares.

 

 

Note 11: Trade and other receivables

                            Group
                            31 December  31 December

                            2021         2020

                            US$'000      US$'000
 Current:
 Indirect taxes receivable  39           44
 Other receivables          20           -
 Prepayments                47           74
                            106           118

 

                            Company
                            31 December  31 December

                            2021         2020

                            US$'000      US$'000
 Current:
 Indirect taxes receivable  39           44
 Other receivables          2            -
 Intercompany receivables   576          355
 Prepayments                63           64
                            680          463

 

 

Note 12: Property, plant and equipment

                                 Group
                                 31 December  31 December

                                 2021         2020

                                 US$'000      US$'000
 Office furniture and equipment  10           16
                                 10           16

Reconciliation of the carrying amounts for each class of property, plant and
equipment are set out below:

                                                             Group
                                                             31 December  31 December

                                                             2021         2020

                                                             US$'000      US$'000
 Office furniture and equipment:
 Carrying amount at beginning of period                      16           50
 Additions                                                   3            -
 Depreciation expense                                        (9)          (13)
 Reclassification to assets of disposal group held for sale  -            -
 Disposals                                                   -            (20)
 Effect of foreign exchange                                  -            (1)
 Carrying amount at end of period                            10           16

 

 

 

 

                                 Company
                                 31 December  31 December

                                 2021         2020

                                 US$'000      US$'000
 Office furniture and equipment  10           16
                                 10           16

Reconciliation of the carrying amounts for each class of property, plant and
equipment are set out below:

                                         Company
                                         31 December  31 December

                                         2021         2020

                                         US$'000      US$'000
 Office furniture and equipment:
 Carrying amount at beginning of period  16           50
 Additions                               3            -
 Depreciation expense                    (9)          (13)
 Disposals                               -            (20)
 Effect of foreign exchange              -            (1)
 Carrying amount at end of period        10           16

 

Note 13: Intangible assets

                                    Group
                                    31 December  31 December

                                    2021         2020

                                    US$'000      US$'000
 Exploration and evaluation assets  17,540       17,251
 Goodwill                           754          -
 Software                           15           23
                                    18,309       17,274

Reconciliation of the carrying amounts for each material class of intangible
assets are set out below:

                                         Group
                                         31 December  31 December

                                         2021         2020

                                         US$'000      US$'000
 Exploration and evaluation assets:
 Carrying amount at beginning of period  17,251       17,247
 Additions                               289          4
 Impact of foreign exchange              -            -
 Carrying amount at end of period        17,540       17,251

Exploration and evaluation assets relate to the Group's interest in the Duyung
PSC. No indicators of impairment of these assets were noted. See note 2e.

 

 

 

 

 

 

                            Group
                            31 December  31 December

                            2021         2020

                            US$'000      US$'000
 Goodwill
 Recognised on acquisition  754          -
                            754          -

As explained further in note 14, goodwill was recognised following the
acquisition of GEPL. No impairment of goodwill was noted following testing
performed at 31 December 2021.

 

           Company
           31 December  31 December

           2021         2020

           US$'000      US$'000
 Software  15           23
           15           23

 

Note 14: BUSINESS COMBINATION

Global Energy Partnership Limited

On 17 March 2021, the Company completed the acquisition of 100% of the issued
capital of Global Energy Partnership Limited ("GEPL") in exchange for 142.5
million new Ordinary Shares in the Company. GEPL is incorporated in the United
Kingdom and involved in the origination and development of renewable energy
projects in South East Asia. On the same date, GEPL co-founders Mark Hood and
Michael Carrington joined the Company in the roles of CEO and COO
respectively, with Mark Hood also appointed as a Director of the Company.

 

Background to the acquisition

Since inception, GEPL has screened over 25 GW of renewable energy projects and
has identified a shortlist of priority pipeline projects for investment across
the Philippines, Vietnam and Indonesia, with an initial focus on the
Philippines.

For the financial period ended 31 January 2021, GEPL generated no revenues,
incurred a trivial net loss and had net liabilities of £3k (approx. US$4k).

The acquisition met a number of key strategic objectives for the Group,
including:

•     Acquiring GEPL's pipeline of early-stage renewable energy projects
in South East Asia, with an initial focus on the Philippines;

•     Securing an experienced Executive team with a proven record of
originating and executing energy projects; and

•     Building on the Company's investment in ion Ventures in 2020,
acquiring a complementary business with opportunities for project
co-development in the future.

 

Consideration for the acquisition

In exchange for acquiring 100% of the issued capital of GEPL, the Company
issued 142.5 million new Ordinary Shares to the former GEPL shareholders at
0.4p per share, being the same price as the fundraise completed concurrently
with the acquisition, resulting in a total value of consideration of £570k
(US$754k), which together with transaction costs of US$379k was recorded as an
investment in GEPL by the Company. Restated at the year-end exchange rate the
carrying value of the investment is US$1.1m. Transaction costs were expensed
within General and Administrative expenses as business development costs in
the Group's consolidated financial statements.

 

Fair value of assets and liabilities acquired

At acquisition, GEPL's projects were at an early stage, with the initial focus
being on two high-graded opportunities in the Philippines: a 100 MW solar
project and 100 MW onshore wind project. Work done on the projects prior to
acquisition date mainly comprised GEPL management's time including
pre-feasibility studies, understanding of relevant laws/regulations, site
visits, community engagement, liaising with potential engineering contractors
and financiers, and building networks and partnerships locally. The Directors
believe there is significant latent value which can be unlocked by investing
in these Filipino opportunities; however, at the date of acquisition, there
were no contractual rights associated with the projects and accordingly, we
have assessed that there were no identifiable assets under IFRS. Similarly,
GEPL had no liabilities, with all creditors extinguished prior to acquisition
completion.

 

Accordingly, the full purchase consideration of £570k (US$754k at the date of
the transaction) has been allocated to goodwill. While GEPL has identified
opportunities in Vietnam and Indonesia, we view the principal value in the
company as being its Philippines project pipeline and associated intellectual
property and the goodwill has been allocated accordingly. No impairment of
goodwill was identified in the period from acquisition to 31 December 2021.

 

Revenue and profit contribution

The acquired business contributed nil revenues and a net loss of US$23k to the
Group in the period from 17 March

 

2021 to 31 December 2021. If the business were acquired on 1 January 2021, the
Group's loss before tax would have

 

increased by US$2k.

 

 

Note 15: Trade and other payables

                   Group
                   31 December  31 December

                   2021         2020

                   US$'000      US$'000
 Current
 Trade payables    216          105
 Other payables    90           61
 Accrued expenses  119          43
                   425          209

 

                   Company
                   31 December  31 December

                   2021         2020

                   US$'000      US$'000
 Current
 Trade payables    687          827
 Accrued expenses  119          34
                   806          861

Included within trade payables of the Company is a payable of US$464k (2020:
US$737k) due to Sound Energy plc ("Sound") for the expected sales proceeds to
be received for the sale of the Badile land, which are due to Sound under an
agreement entered into by the two companies in 2018. Apennine Energy SpA, the
Company's subsidiary, entered into an agreement with Immobilandia Srl to
dispose of the Badile land in two parcels, Area 1 and Area 2.

 

The sale of Area 1 was completed on 12 February 2021 for proceeds of €250k
(US$283k at year-end exchange rates), which were remitted to Sound net of
costs incurred by Apennine.

Under the terms of sale of Area 2, Immobilandia will first have to complete
all rehabilitation works relating to the Badile licence and Moirago-1 well at
its own expense prior to completing the acquisition of the land. Subject to
satisfactory completion of the rehabilitation works, Immobilandia will acquire
Area 2 for €350k (US$396k at year-end exchange rates). The Company has
therefore recognised the net payable to Sound of US$464k above.

 

The receivable from Sound for Badile rehabilitation costs in note 11 has been
reduced to nil reflecting the contract with Immobilandia.

 

 

Note 16: Borrowings

              31 December  31 December

              2021         2020

              US$'000      US$'000
 Current
 Eurobond     26,637       689
              26,637       689
 Non-current
 Eurobond     -            24,360
              -            24,360

In 2019, the Group successfully completed the issue of €22.5m three-year
Eurobonds with attached warrants to key institutional investors. The bonds
were issued in two equal tranches A and B, ranking pari passu, with Tranche A
paying a 5% cash coupon annually in arrears, and Tranche B accruing interest
at 5% per annum payable on redemption.

 

The Eurobonds were due to mature on 12 April 2022 at 100% of par value plus
any accrued and unpaid coupon. Bond subscribers were issued with 41,357,500
warrants to subscribe for ten new Ordinary Shares in the Company at an
exercise price of 4p per share at any time over the three-year term of the
bonds. An additional 6,000,000 warrants were issued to the firm subscriber
Lombard Odier Asset Management (Europe) Limited and underwriter Pegasus
Alternative Fund Ltd.

 

The warrants were valued on grant date at 3.3p per warrant using the
Black-Scholes method, with the total fair value of warrants (US$2.0m) treated
as a transaction cost and amortised over the life of the bonds.

 

The bonds were initially recognised at fair value and subsequently are
recorded at amortised cost, with an average effective interest rate of 18.10%.

 

In March 2022, the tranche B Noteholders approved the extension of the
maturity of the tranche B bonds by two years to 12 April 2024 with an increase
in the coupon to 10% accrued annually and payable on redemption.

 

In April 2022, the tranche A Noteholders approved the extension of the
maturity of the tranche A bonds by two years to 12 April 2024 with an increase
in the coupon to 10% accrued annually and payable on redemption.

 

In addition, the Company undertook to the Noteholders that in the event of a
sale of the Company's interest in the Duyung PSC to utilise the net cash
proceeds of such disposal(s) to first repay the capital and rolled up interest
on the Notes and thereafter to distribute 20% of remaining net proceed(s) to
Noteholders. The remaining net proceeds of any sales would be retained and/or
distributed to shareholders by the Company, (see note 2c and note 27 for
further explanation).

 

Net debt reconciliation

An analysis of net debt and the movements in net debt for each of the periods
presented is shown below:

                            Group
                            31 December  31 December

                            2021         2020

                            US$'000      US$'000
 Cash and cash equivalents  3,334        1,706
 Borrowings                 (26,637)     (25,049)
 Lease liabilities          -            -
 Net debt                   (23,303)     (23,343)

 

                                  Cash and cash equivalents  Borrowings  Lease liabilities  Total

                                  US$'000                    US$'000     US$'000            US$'000
 Net debt as at 1 January 2020    6,374                      (19,843)    (248)              (13,717)
 Cashflows                        (4,563)                    618         88                 (3,857)
 Eurobond amortisation            -                          (3,755)     -                  (3,755)
 Lease terminations               -                          -           158                158
 Effects of foreign exchange      (105)                      (2,069)     2                  (2,172)
 Net debt as at 31 December 2020  1,706                      (25,049)    -                  (23,343)
 Cashflows                        1,715                      649         -                  2,364
 Eurobond amortisation            -                          (4,512)     -                  (4,512)
 Effects of foreign exchange      (87)                       2,275       -                  2,188
 Net debt as at 31 December 2021  3,334                      (26,637)    -                  (23,303)

 

 

Note 17: Share capital and share premium

                                                      Number     Nominal value  Share premium  Total

                                                      000s       US$'000        US$'000        US$'000
 As at 1 January 2021                                 806,908    1,103          45,786         46,889
 Shares issued during the period:
 Issued as consideration for the acquisition of GEPL  142,500    200            597            797
 Proceeds from share issuance                         1,162,215  1,624          4,046          5,670
 Issued for services rendered                         12,414     16             32             48
 Closing balance at 31 December 2021                  2,124,036  2,943          50,461         53,404

 

                                      Number   Nominal value  Share premium  Total

                                      000s     US$'000        US$'000        US$'000
 As at 1 January 2020                 789,586  1,080          45,679         46,759
 Shares issued during the period:
 Issued for services rendered         17,322   23             107            130
 Closing balance at 31 December 2020  806,908  1,103          45,786         46,889

 

All Ordinary Shares are fully paid and carry one vote per share and the right
to dividends. In the event of winding up the Company, Ordinary Shareholders
rank after creditors. Ordinary Shares have a par value of £0.001 per share.
Share premium represents the issue price of shares issued above their nominal
value. As at the date of these financial statements, the Company has unused
authority to issue up to 1,381,257,206 new Ordinary Shares.

 

No dividends were paid or declared during the current period (2020: nil).

 

Note 18: Reserves

Merger reserve

The Merger reserve of US$9.7m relates to the reorganisation of ownership of
Northsun Italia SpA, which occurred in the first half of 2017, being the
difference between the value of shares issued and the nominal value of the
subsidiary's shares received.

 

Other reserves

 

Share-based payments reserve

The increase in share-based payments reserve is attributable to the current
period charge relating to options issued to Directors and management of the
Company and warrants issued in consideration for services rendered, which was
US$391k (2020: US$760k). US$nil (2020 US$593k) share options lapsed during the
year and were recycled to accumulated losses.

 

Functional currency translation reserve

The translation reserve comprises all foreign currency differences arising
from translation of the financial position and performance of the Parent
Company and certain subsidiaries, which have a functional currency different
to the Group's presentation currency of USD. The total loss on foreign
exchange recorded in other reserves for the period was US$58k (2020: US$840k
loss).

 

Note 19: Discontinued operations

At 31 December 2021, the Group classified the assets and liabilities of its
Italian business (the "Italian portfolio") as a disposal group held for sale
following a decision by the Board of Directors in 2019 to prioritise full
divestment. Given the Italian business represents a separate geographical area
of operation for the Group, the Italian results have also been treated as a
discontinued operation.

 

In December 2019, the Group entered into a conditional sale and purchase
agreement ("SPA") with Zenith Energy Ltd ("Zenith") for the sale of the
Italian portfolio. The necessary Italian regulatory approvals for the disposal
were not obtained prior to a long stop date of 31 July 2020 and, as such, the
disposal was mutually terminated by the parties. However the criteria within
IFRS 5 were considered to be met at 31 December 2020 because the Board of
Directors remained committed to the divestment; this had been communicated to
the market and indicative offers had been received from several other
interested parties.

 

In May 2021, the Group entered into a new conditional sale and purchase
agreement ("SPA") with Dubai Energy Partners, Inc ("DEPI") for the sale of the
Italian Portfolio. Again, the necessary Italian regulatory approvals for the
disposal were not obtained prior to a long stop date of 26 February 2022 and,
as such, the disposal was terminated by the parties after the year end.

 

While the Italian portfolio is no longer for sale at 31 December 2021, the
Board of Directors remained committed to the sale and were working in good
faith towards the completion of the sale in accordance with the conditional
SPA signed in May 2021.

 

The results of the Italian operations for the period are presented below:

                                        31 December  31 December

                                        2021         2020

                                        US$'000      US$'000
 Revenue                                1,202        803
 Operating costs                        (971)        (1,010)
 Depreciation and amortisation expense  -            -
 Gross profit/(loss)                    231          (207)
 Other income                           1,214        41
 General and administrative expenses    (469)        (661)
 Change in rehabilitation provisions    (25)         523
 Impairment losses                      (2,382)      (910)
 Loss from operating activities         (1,431)      (1,214)
 Finance income                         -            21
 Finance expense                        (79)         (82)
 Loss before tax                        (1,510)      (1,275)
 Income tax benefit/(expense)           -            (923)
 Loss for the period after tax          (1,510)      (2,198)

The major classes of assets and liabilities of the Italian operations
classified as held for sale as at 31 December 2021 are as follows:

                                    31 December  31 December

                                    2021         2020

                                    US$'000      US$'000
 Assets
 Property, plant and equipment      3,499        4,622
 Exploration and evaluation assets  1,574        1,992
 Right-of-use assets                -            108
 Land                               396          1,927
 Deferred tax assets                1,342        1,455
 Inventories                        163          300
 Trade and other receivables        1,033        958
 Other financial assets                          -
 Cash                               217          55
 Total assets                       8.224        11,417
 Liabilities
 Trade and other payables           1,298        1,702
 Lease liabilities                  -            62
 Provisions                         7,591        9,157
 Total liabilities                  8,889        10,921
 Net assets                         (665)        496

 

The net cash flows of the Italian operations were as follows:

                                          31 December  31 December

                                          2021         2020

                                          US$'000      US$'000
 Net cash flow from operating activities  (953)        (533)
 Net cash flow from investing activities  1.195        (58)
 Net cash flow from financing activities  (80)         480
 Net cash inflow/(outflow)                162          (111)

As explained in note 2e, there were no specific impairments recorded in 2021
to oil and gas assets (producing assets within PPE and development assets
within intangible assets). An impairment of US$137k was recorded on other PPE
(office furniture and equipment) and right-of-use assets, representing the
amount that would have otherwise been depreciated if IFRS 5 accounting was not
applied. The disposal group as a whole was tested for impairment as required
by IFRS 5. This resulted in an impairment of US$894k, which was allocated
across non-current assets pro-rata.

 

Refer to note 15 for further discussion on the presentation of balances owing
to and from Sound Energy, which relate to the disposal group.

 

 

Note 20: Investment in, and loans to, subsidiaries

                             Company
                             2021      2020

                             US$'000   US$'000
 Cost
 At 1 January                51,255    51,812
 Additions                   1,119     -
 Other adjustments           -         (557)
 At 31 December              52,374    51,255
 Accumulated impairment
 At 1 January                (33,298)  (32,222)
 Impairment                  -         (1,076)
 At 31 December              (33,298)  (33,298)
 Impact of foreign exchange  160       730
 Net book value
 At 31 December              19,236    18,687

In March 2021, the Company acquired 100% of the issued capital of Global
Energy Partnership Limited ("GEPL") in exchange for 142.5 million new Ordinary
Shares in the Company at 0.4p per share, being the same price as the fundraise
completed concurrently with the acquisition, resulting in a total value of
consideration of £570k (US$754k), which together with transaction costs of
US$379k was recorded as an investment in GEPL by the Company. Restated at the
year-end exchange rate at 31 December 2021 the carrying value of the
investment is US$1.1m.

 

In December 2020, an impairment of US$1.1m was recorded on the value of the
Company's investment in Apennine Energy SpA, which is held indirectly through
intermediate holding companies.

 

In October 2021, the Company made a legally binding commitment to invest
US$500k into Coro Renewables VN1 Joint Stock Company ("CRV1"); however as at
31 December 2021, the investment had not been made and the carrying value of
CRV1 in these consolidated financial statements is therefore recorded as
US$nil.

 

The Company's subsidiary undertakings at the date of issue of these financial
statements are set out below:

 Name                                      Incorporated  Principal activity                               % owned  Registered address
 Apennine Energy SpA*                      Italy         Exploration, development and production company  100%     Via XXV Aprile 5, San Donato Milanese, (MI) 2009, Italy
 Coro Europe Limited*                      England       Holding company                                  100%     c/o Watson Farley & Williams, 15 Appold Street, London

EC2A 2HB, United Kingdom
 Coro Energy Asia Limited*                 England       Holding company                                  100%     c/o Watson Farley & Williams, 15 Appold Street, London

EC2A 2HB, United Kingdom
 Coro Energy Holdings Cell A Limited       England       Holding company                                  100%     c/o Watson Farley & Williams, 15 Appold Street, London

EC2A 2HB, United Kingdom
 Coro Energy (Singapore) Pte Ltd*          Singapore     Holding company                                  100%     80 Robinson Road #02-00, Singapore 068898
 Coro Energy Bulu (Singapore)              Singapore     Holding company                                  100%     80 Robinson Road #02-00, Singapore 068898

Pte Ltd*
 Coro Energy Duyung (Singapore)            Singapore     Exploration and development company              100%     80 Robinson Road #02-00, Singapore 068898

Pte Ltd*
 Coro Asia Renewables Ltd(†)               Scotland      Holding company                                  100%     12 Traill Drive, Montrose

DD10 8SW, Scotland
 Coro Clean Energy Philippines Inc*        Philippines   Exploration and development company              100%     1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
                                                                                                                   Fourth District, National Capital Region, Philippines, 1634.
 Coro Philippines Project 109 Inc*         Philippines   Exploration and development company              100%     1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
                                                                                                                   Fourth District, National Capital Region, Philippines, 1634
 Coro Philippines Project 121 Inc*         Philippines   Exploration and development company              100%     1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
                                                                                                                   Fourth District, National Capital Region, Philippines, 1634
 Coro Philippines Project 128 Inc*         Philippines   Exploration and development company              100%     1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
                                                                                                                   Fourth District, National Capital Region, Philippines, 1634
 Coro Clean Energy Ltd                     England       Holding company                                  100%     c/o Watson Farley & Williams, 15 Appold Street, London

EC2A 2HB, United Kingdom
 Coro Clean Energy Vietnam Ltd*            England       Holding company                                  100%     c/o Watson Farley & Williams, 15 Appold Street, London

EC2A 2HB, United Kingdom
 Coro Renewables VN1 Joint Stock Company*  Vietnam       Holding company                                  85%      110 Bui Ta Han Street, An Phu Ward, Thu Duc City, Ho Chi Minh City, Vietnam
 Coro Renewables VN2 Company Ltd*          Vietnam       Holding company                                  85%      110 Bui Ta Han Street, An Phu Ward, Thu Duc City, Ho Chi Minh City, Vietnam
 Coro Renewables Vietnam Company Ltd*      Vietnam       Exploration and development company              85%      110 Bui Ta Han Street, An Phu Ward, Thu Duc City, Ho Chi Minh City, Vietnam

* Indirectly held.

† Formerly Global Energy Partnership Limited, acquired on 17 March 2021.

The following subsidiaries are exempt from audit for the 2021 financial year
under s479A of the Companies Act 2006: Coro Clean Energy Limited, Coro Energy
Asia Limited, Coro Energy Holdings Cell A Limited, Coro Clean Energy Vietnam
Limited, and Coro Asia Renewables Limited.

 

Loans to subsidiaries

                        Company
                        2021      2020

                        US$'000   US$'000
 Current
 Loans to subsidiaries  666       341
 At 31 December         666       341

Loans to subsidiaries are unsecured, interest free and are repayable on
demand. Loans are stated after an impairment of US$403k at the year-end
exchange rate recorded in 2020 on loans to Apennine.

 

Note 21: Financial instruments

 

Carrying amount versus fair value

 

The fair values of financial assets and financial liabilities, together with
the carrying amounts in the consolidated statement of financial position, are
as follows:

 

31 December 2021

                                              Group
                                              Carrying amount  Fair value

                                              US$'000          US$'000
 Financial assets
 Trade receivables (current and non-current)  41               41
 Cash and cash equivalents                    3,334            3,334
 Financial liabilities
 Trade and other payables                     383              383
 Borrowings (current and non-current)         26,637           26,637

31 December 2020

                                              Group
                                              Carrying amount  Fair value

                                              US$'000          US$'000
 Financial assets
 Trade receivables (current and non-current)  43               43
 Derivative financial instruments             10               10
 Cash and cash equivalents                    1,706            1,706
 Financial liabilities
 Trade and other payables                     209              209
 Borrowings (current and non-current)         25,049           25,049

31 December 2021

                                                               Company
                                                               Carrying amount  Fair value

                                                               US$'000          US$'000
 Financial assets
 Trade and intercompany receivables (current and non-current)  616              616
 Loans to subsidiaries                                         666              666
 Cash and cash equivalents                                     3,269            3,269
 Financial liabilities
 Trade and other payables                                      765              765
 Borrowings (current and non-current)                          26,637           26,637

 

31 December 2020

                                                               Company
                                                               Carrying amount  Fair value

                                                               US$'000          US$'000
 Financial assets
 Trade and intercompany receivables (current and non-current)  402              402
 Loans to subsidiaries                                         341              341
 Derivative financial instruments                              10               10
 Cash and cash equivalents                                     1,480            1,480
 Financial liabilities
 Trade and other payables                                      861              861
 Borrowings (current and non-current)                          25,049           25,049

Determination of fair values

All the Group's financial instruments are carried at amortised cost with the
exception of derivative financial instruments, which are recorded at fair
value through profit and loss. The carrying value of trade and other
receivables, cash and cash equivalents and trade and other payables
approximates their fair value. Borrowings comprises the Group's Eurobond,
which is listed on the Luxembourg Stock Exchange. To date, no bonds have been
traded so carrying value is deemed to approximate fair value at the balance
sheet date.

 

Financial risk management

Exposure to credit, market and liquidity risks arise in the normal course of
the Group's business.

 

This note presents information about the Group's exposure to each of the above
risks, their objectives, policies and processes for measuring and managing
risk, and the management of capital.

 

Risk recognition and management are viewed as integral to the Group's
objectives of creating and maintaining shareholder value, and the successful
execution of the Group's strategy. The Board as a whole is responsible for
oversight of the processes by which risk is considered for both ongoing
operations and prospective actions. In specific areas, it is assisted by the
Audit Committee.

 

Management is responsible for establishing procedures that provide assurance
that major business risks are identified, consistently assessed and
appropriately addressed.

 

(i) Credit risk

The Group is exposed to credit risk on its cash and cash equivalents, trade
and other receivables and derivative financial instruments. The maximum
exposure to credit risk is represented by the carrying amount of each
financial asset as shown in the table above and in note 19.

 

Credit risk with respect to cash is reduced through maintaining banking
relationships with financial intermediaries with acceptable credit ratings.
All banks with which the Group has a relationship have an investment grade
credit rating and a stable outlook. according to recognised credit rating
agencies.

 

The Group undertakes credit checks for all material new counterparties prior
to entering into a contractual relationship.

 

(ii) Market risk

 

Interest rate risk

 

The Group is primarily exposed to interest rate risk arising from cash and
cash equivalents that are interest bearing. The Group's Eurobond bears
interest at a fixed rate. Interest rate risk is currently not material for the
Group.

 

Currency risk

 

The Group operates internationally and is exposed to foreign exchange risk.
Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not the
functional currency of the relevant Group entity. The Group's primary currency
exposure is to Euros, which is the denomination of the Eurobond. The Group is
also exposed to changes in the Sterling exchange rate against the US Dollar.
The Group holds a majority of its cash in US Dollars, which is the currency in
which the Group's investment expenditures in South East Asia are denominated.
This gives rise to Sterling exposure due to a predominantly Sterling cost base
in the UK. The Group's policy is to hedge up to 40% of Sterling exposure
through simple forward contracts, which are recorded as derivative financial
instruments in the balance sheet.

 

The Group's and Company's exposure to foreign currency risk at the end of the
reporting period is summarised below. All amounts are presented in US Dollar
equivalent.

 

 

                                       Group
                                       2021      2021      2020      2020

                                       US$'000   US$'000   US$'000   US$'000

                                       USD       EUR       USD       EUR
 Cash and cash equivalents             2,649     113       1,299     172
 Trade and other payables              (87)      (124)     (4)       (4)
 Borrowings (current and non-current)  -         (26,637)  -         (25,049)
 Net exposure                          2,562     (26,648)  1,295     (24,881)

 

                                                        Company
                                                        2021      2021      2020      2020

                                                        US$'000   US$'000   US$'000   US$'000

                                                        USD       EUR       USD       EUR
 Trade and other receivables (current and non-current)            -         204       -
 Cash and cash equivalents                              2,649     86        1,299     159
 Loans to subsidiaries                                  1,008     27        -         341
 Trade and other payables                               (87)      (1,694)   (4)       (742)
 Borrowings (current and non-current)                   -         (26,637)  -         (25,049)
 Net exposure                                           3,570     (28,218)  1,499     (25,291)

Sensitivity analysis

 

As shown in the table above, the Group is primarily exposed to changes in the
GBP:USD exchange rate through its cash balance held in USD by the Company, and
to changes in the GBP:EUR exchange rate due to the Eurobond denominated in
EUR. The table below shows the impact in USD on pre-tax profit and loss of a
10% increase/decrease in the GBP to USD exchange rate, holding all other
variables constant. Also shown is the impact of a 10% increase/decrease in the
GBP to EUR exchange rate, being the other primary currency exposure.

                                      Group     Company

                                      US$'000   US$'000
 31 December 2021
 USD:GBP exchange rate increases 10%  256       357
 USD:GBP exchange rate decreases 10%  (233)     (325)
 EUR:GBP exchange rate increases 10%  (2,665)   (2,822)
 EUR:GBP exchange rate decreases 10%  2,423     2,565
 31 December 2020
 USD:GBP exchange rate increases 10%  122       141
 USD:GBP exchange rate decreases 10%  (111)     (128)
 EUR:GBP exchange rate increases 10%  (2,340)   (2,267)
 EUR:GBP exchange rate decreases 10%  2,127     2,061

 

(iii) Capital management

 

The Group's policy is to maintain a strong capital base so as to maintain
creditor confidence and to sustain future development of the business,
safeguard the Group's ability to continue as a going concern and provide
returns for shareholders.

 

As explained further in note 16 and note 2c, the Group's Eurobonds were due to
mature in April 2022 at 100% of par value plus any accrued and unpaid coupon.

 

In March 2022, the tranche B Noteholders approved the extension of the
maturity of the tranche B bonds by two years to 12 April 2024 with an increase
in the coupon to 10% accrued annually and payable on redemption.

In April 2022, the tranche A Noteholders approved the extension of the
maturity of the tranche A bonds by two years to 12 April 2024 with an increase
in the coupon to 10% accrued annually and payable on redemption.

 

(iv) Liquidity risk

 

The Group's approach to managing liquidity is to ensure that it will always
have sufficient liquidity to meet its liabilities when due. Refer to the going
concern statement in note 2c for further commentary.

 

The table below analyses the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities. The amounts
presented are the contractual undiscounted cash flows.

 

                           Group
 31 December 2021          Less than    6 to 12   Between         Between         Total contractual cash flows

                            6 months    months    1 and 2 years   2 and 5 years   US$'000

                           US$'000      US$'000   US$'000         US$'000
 Trade and other payables  383          -         -               -               383
 Borrowings                26,637       -         -               -               26,637
 Total                     27,020       -         -               -               27,020

 

 31 December 2020          Less than    6 to 12   Between         Between         Total contractual cash flows

                            6 months    months    1 and 2 years   2 and 5 years   US$'000

                           US$'000      US$'000   US$'000         US$'000
 Trade and other payables  209          -         -               -               209
 Borrowings                689          -         24,360          -               25,049
 Total                     898          -         24,360          -               25,258

 

                           Company
 31 December 2021          Less than    6 to 12   Between         Between         Total contractual cash flows

                            6 months    months    1 and 2 years   2 and 5 years   US$'000

                           US$'000      US$'000   US$'000         US$'000
 Trade and other payables  301          464       -               -               765
 Borrowings                26,637       -         -               -               26,637
 Total                     26,938       464       -               -               27,402

 

 31 December 2020          Less than    6 to 12   Between         Between         Total contractual cash flows

                            6 months    months    1 and 2 years   2 and 5 years   US$'000

                           US$'000      US$'000   US$'000         US$'000
 Trade and other payables  123          738       -               -               861
 Borrowings                689          -         24,360          -               25,049
 Total                     812          738       24,360          -               25,910

 

 

Note 22: Share-based payments

 

Ordinary Shares

 

During 2021, the Company issued 12,413,794 (2020: 13,584,906) new Ordinary
Shares to Align Research Services in lieu of cash compensation for services
provided.

 

Share options and warrants

 

The following equity settled share-based awards have been made under the
Company's discretionary share option plan:

 

                                        31 December 2021                                              31 December 2020
                                        Average exercise price per option (pence)  Number of options  Average exercise price per option  Number of options

                                                                                                      (pence)
 As at 1 January                        4.38                                       58,000,000         4.38                               83,000,000
 Granted during the year                0.10                                       79,687,500         4.38                               10,000,000
 Exercised during the year              -                                          -                  -                                  -
 Forfeited during the year              -                                          -                  4.38                               (35,000,000)
 As at 31 December                      1.90                                       137,687,500        4.38                               58,000,000
 Vested and exercisable at 31 December  4.38                                       48,000,000         -                                  -

All options vest after three years of continuous service with the Company, and
that the mid-market closing price per Coro ordinary share on the last day of
the three year vesting period is equal to or higher than 0.46 pence per
ordinary share, being 15% above the placing price. Once vested, the Options
may be exercised at any time until the sixth anniversary of grant.

 

The number of Options which will vest on the vesting date will depend on the
Company's Total Shareholder Return ("TSR") over the 3 year performance period
starting on the date of grant, compared to a comparator group of 20 energy
companies selected by the Company's Remuneration Committee. The number of
Options vesting will be calculated as follows:

 

 Relative TSR                     Percentage of Options vesting on the Vesting Date
 Below median                     0%
 Median                           30%
 Upper decile                     100%
 Between median and upper decile  Straight-line vesting between 30% and 100%

 

Vested options are exerciseable at a price of 0.1p per new ordinary share.

 

The fair value of services rendered in return for share options is based on
the fair value of share options granted and was measured using the
Black-Scholes model.

 

The inputs used in the measurement of the options granted during the year are
summarised in the table below, with the volatility estimate of 50% based on
the Company's historical volatility:

 

                                                              February 2021  options   March 2021 options
 Fair value at grant date (p)                                 0.44                     0.26
 Share price at grant date (p)                                0.53                     0.37
 Exercise price                                               0.10                     0.10
 Expected volatility                                          90%                      90%
 Option life                                                  6 years                  5 years 11 months
 Risk-free interest rate (based on yield on five-year gilts)  0.08%                    0.17%
 Expiry date                                                  22 February 2027         22 February 2027

p - British pence.

The fair value of the options granted are spread over the vesting period. The
amount recognised in the income statement for the year ended 31 December 2021
was US$248k (2020: US$698k).

 

This 2020 charge included the accelerated vesting of options issued to two
former directors who left the Company during the period. According to their
respective option deeds, the options became immediately exercisable at their
original exercise price of 4.38p per share for a period of three months
following resignation. The options were not exercised and have lapsed.

 

The cumulative expense recognised for lapsed options of US$nil has been
recycled to accumulated losses (2020: US$593k).

 

 

Note 23: Interests in other entities

 

ion Ventures

 

In 2020, the Company acquired a 20.3% interest in ion Ventures Holdings
Limited ("ion Ventures"). This investment is accounted for as an associate
using the equity method.

 

ion Ventures, incorporated and domiciled in the UK, is a South East Asian and
UK focused developer of clean energy projects, primarily energy storage.

 

Summarised financial information for ion Ventures, which has a financial
year-end date of 31 December, is included below:

 

 

 Summarised balance sheet  31 December 2021  31 December 2020

                           US$'000           US$'000
 Current assets            522               642
 Non-current assets        2,907             2,869
 Current liabilities       (833)             (118)
 Non-current liabilities   (621)             (112)
 Net assets                1,975             3,281

 Group's share in %        20.3%             20.3%
 Group's share in US$      401               666

 

 

 Summarised statement of comprehensive income  31 December 2021  Two months ended 31 Dec 2020

                                               US$'000           US$'000
 Revenue                                       1,564             2
 Loss from continuing operations               (1,227)           (81)
 Other comprehensive income                    -                 -
 Total comprehensive income                    (1,227)           (81)

As required by IAS 28 Investment in Associates, the excess between the fair
value of ion Ventures' net assets on acquisition date and the consideration
paid for Coro's investment has been recorded as notional goodwill and is
included within non-current assets in the table above.

 

Duyung PSC

 

The Group's wholly owned subsidiary, Coro Energy Duyung (Singapore) Pte Ltd,
is the owner of a 15% interest in the Duyung Production Sharing Contract
("PSC").

 

The Duyung PSC partners have entered into a Joint Operating Agreement ("JOA"),
which governs the arrangement. Through the JOA, the Group has a direct right
to the assets of the venture, and direct obligation for its liabilities.
Accordingly, Coro accounts for its share of assets, liabilities and expenses
of the venture in accordance with the IFRSs applicable to the particular
assets, liabilities and expenses.

 

The operator of the venture is West Natuna Exploration Ltd ("WNEL"). WNEL is a
company incorporated in the British Virgin Islands and its principal place of
business is Indonesia.

Coro Renewables VN1 Joint Stock Company

 

In July 2021, the Group announced its intention to form a joint venture with
Vinh Phuc Electrical Mechanical Installation Co Ltd, trading as Vinh Phuc
Energy JSC ("VPE"), the joint venture ("CRV1") with the Company contributing
US$500k in cash for an 85% share of the joint venture and VPE contributing its
existing 150 MW project portfolio for a 15% share of the joint venture. In
October 2021, a binding shareholder agreement was signed with VPE and the
Group acquired an 85% interest in the newly incorporated Vietnamese company,
Coro Renewables VN1 Joint Stock Company, which owns 100% of Coro Renewables
VN2 Company Limited, which in tun owns 100% of Coro Renewables Vietnam Company
Limited.

 

Background to the acquisition

 

VPE is a highly regarded local EPC contractor with a 150 MW project portfolio
of rooftop solar projects in Vietnam and the investment meets a number of key
strategic objectives for the Group, including:

•     Acquiring VPE's pipeline of rooftop solar projects in Vietnam;

•     Securing an experienced local partner with experience executing
energy projects; and

•     Building on the Company's investment in ion Ventures in 2020, and
GEPL and the focus on South East Asia renewables.

 

Consideration for the acquisition

 

The Group has committed to an initial investment of US$500k into CRV1.

 

Revenue and profit contribution

 

At 31 December 2021, the three Vietnamese Companies had not commenced trading
and the Group's initial US$500k contribution had not been transferred to
Vietnam. There are therefore no transactions relating to CRV1, nor its
subsidiary undertakings, recorded in these consolidated financial statements.

 

 

Note 24: Contingencies and commitments

 

Commitments

 

Coro's share of the 2022 Duyung Work Programme and Budget is estimated at
US$1m, which will be allocated between items of capital expenditure and joint
venture G&A.

 

Contingencies

 

The Group has no contingent liabilities.

 

 

Note 25: Related party transactions

 

Key management personnel compensation

                           2021      2020

                           US$'000   US$'000
 Short-term benefits       885       596
 Post-employment benefits  -         7
 Share-based payments      221       597

Key management personnel consists of the Directors of the Company and Peter
Christie (CFO) and Michael Carrington (COO) .

 

Other related party transactions

 

Echo Energy plc is considered a related party because two of the Company's
Directors, James Parsons and Marco Fumagalli, were also Directors of Echo
Energy plc during 2021. All transactions entered into between the companies
are made on arm's length terms. There were no transactions with Echo Energy in
2021 or 2020.

 

CIP Merchant Capital Ltd ("CIP") is considered a related party of the Group
under IAS 24 Related Party Transactions by virtue of its 18.7% (reduced in the
year by dilution to 7.1%) shareholding and representation on the Board (one
Director). There were no transactions with CIP during 2021 or 2020.

 

ion Ventures Holdings Limited is a related party due to the Company's 20.3%
shareholding and ability to appoint one director to the Board of Directors of
ion. There were no transactions between the two companies in 2021 or 2020 with
the exception of Coro's initial £500k investment in ion.

 

Sound Energy plc is no longer considered a related party, with only Marco
Fumagalli as a director in common between the two companies.

 

 

Note 26: Subsequent events

 

On 28 February 2022, the Company provided an update on the disposal of the
Company's Italian portfolio. As previously announced on 27 May 2021, the
Company signed a conditional share purchase agreement ("SPA") with Dubai
Energy Partners, Inc ("DEPI"), an international oil and gas company focused on
the acquisition of producing assets, in respect of the disposal by the Company
of its Italian portfolio to DEPI. This SPA was conditional on, inter alia, the
receipt of required regulatory approvals from the Italian authorities being
received by 26 February 2022. These regulatory approvals have not been
received and as such, the disposal was terminated by the parties, (see note 2e
and note 20 for further explanation).

 

On 3 March 2022, the Company announced its proposals in respect of a
restructuring of the Company's Luxembourg listed EUR 22.5m 5.0% secured notes
(the "Notes"). The Noteholders approved the extension of the maturity of the
Notes by two years to 12 April 2024 with an increase in the coupon to 10%
accrued annually and payable on redemption. In addition, the Company undertook
to the Noteholders that in the event of a sale of the Company's interest in
the Duyung PSC to utilise the net cash proceeds of such disposal(s) to first
repay the capital and rolled up interest on the Notes and thereafter to
distribute 20% of remaining net proceed(s) to Noteholders. The remaining net
proceeds of any sales would be retained and/or distributed to shareholders by
the Company. (see note 2c and note 16 for further explanation).

 

NOTE 27: PUBLICATION OF ANNUAL REPORT

 

The Company confirms that the Company's annual report for the year ended 31
December 2021 (the "Annual Report") will be published by 30 June 2022 and
copies of the Annual Report will shortly be available from the Company's
website at www.coroenergyplc.com (http://www.coroenergyplc.com) .

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