REG - Corpus Resources PLC - Half-Year Results to 30 June 2025
22/09/2025 07:00
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RNS Number : 9304Z Corpus Resources PLC 22 September 2025
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inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014, which forms part of UK law by virtue of the European Union
("Withdrawal") Act 2018 ("MAR"). Upon the publication of this announcement via
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Corpus Resources Plc
(Formerly Curzon Energy Plc)
("Corpus" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2025
22 September 2025
Corpus Resources Plc (LON: COR) the London Stock Exchange listed natural
resources company, announces its unaudited interim results for the six months
to 30 June 2025.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company covering its
results for the six months ended 30 June 2025.
Financial Review
The Company generated a profit of US$3,723,690 in the period, the majority of
which comprised of write-backs associated with the Company Voluntary
Arrangement ("CVA") amounting to US$3,986,419, which was formally completed in
February 2025.
The net cash position was US$68,212 as at 30 June 2025, the Company raised
gross proceeds of US$274,629 on 30 June 2025 through the placing of new
ordinary shares (see Note 4) to strengthen the financial position of the
Company, these funds were received on 2 July 2025, (US$20,465 net cash as at
31 December 2024).
With a basic profit per share of US$0.002 (period ended 30 June 2024: loss
per share US$0.005).
Given the nature of the business and its development strategy, it is unlikely
that the Board will recommend a dividend in the immediate future.
Post Reporting Date Developments & Outlook
The Company continues to explore opportunities within the natural resources
sector, including an existing non-operated gas production facility with gas
storage potential, as well as the potential acquisition of a non-operated
interest in a near-term oil field.
On behalf of the Board, I would like to thank our consulting and advisory team
for their hard work, and our shareholders for their ongoing support.
Richard Glass
Chairman and Non-Executive Director
For further information please contact:
Corpus Resources Plc
Paul Forrest/Richard Glass info@corpusresources.com (mailto:info@corpusresources.com)
www.corpusresources.com (http://www.corpusresources.com)
Peterhouse Capital Limited (Corporate Broker) + 44 (0) 2074690936
Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
Notes Six months ended Six months ended Year ended
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
US$
US$
US$
Administrative expenses 5 (124,369) (402,051) (412,589)
Administrative expenses, CVA 7 1,339,971 - -
Profit/(loss) from operations 1,215,602 (402,051) (412,589)
Finance expense (644) (108,048) (234,160)
Finance income, CVA 7 2,646,448 - -
Other income - - 4,662
Foreign exchange differences 610 (857) -
Profit/(loss) before taxation 3,862,016 (510,956) (642,087)
Income tax expense - - -
Profit/(loss) for the period/year attributable to equity holders of the parent 3,862,016 (510,956) (642,087)
company
Other comprehensive income/(expense)
(Loss)/gain on translation of parent net assets and results from functional (138,326) 87,143 55,743
currency into presentation currency
Total comprehensive income/(loss) for the period/year 3,723,690 (423,813) (586,344)
Profit/(loss) per share
Basic and diluted, US$ 3 0.002 (0.005) (0.001)
The accompanying notes are an integral part of this consolidated financial
information.
This consolidated financial information has been approved by the Company's
Directors.
Consolidated Statements of Financial Position
Notes At 30 June 2025 At 30 June 2024 At 31 December 2024
Unaudited
Unaudited
Audited
US$
US$
US$
Assets
Current assets
Prepayments and other receivables 290,754 35,572 266,861
Cash and cash equivalents 68,212 717 20,465
Total current assets 358,966 36,289 287,326
Total assets 358,966 36,289 287,326
Liabilities
Current liabilities
Trade and other payables 350,864 1,777,087 1,742,900
Borrowings 6 - 2,595,710 2,672,891
Total current liabilities 350,864 4,372,797 4,415,791
Total liabilities 350,864 4,372,797 4,415,791
Capital and reserves attributable to shareholders
Share capital 4 1,510,841 1,105,547 1,250,458
Share premium 3,919,556 3,619,332 3,789,365
Share-based payments reserve 474,792 474,792 474,792
Warrants reserve 430,828 375,198 430,828
Convertible loan note reserve 7 22,303 - -
Merger reserve 31,212,041 31,212,041 31,212,041
Foreign currency translation reserve (177,176) (7,450) (38,850)
Accumulated losses (37,385,083) (41,115,968) (41,247,099)
Total capital and reserves 8,102 (4,336,508) (4,128,465)
Total equity and liabilities 358,966 36,289 287,326
The accompanying notes are an integral part of this consolidated financial
information.
This consolidated financial information has been approved by the Company's
Directors.
Consolidated Statements of Changes in Equity
Share capital Share premium Consolidation reserve Share-based payment reserve Warrant reserve Convertible loan note reserve Foreign currency translation reserve Accumulated losses Total
US$ US$ US$ US$ US$ US$ US$ US$ US$
At 1 January 2024 (audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (94,593) (40,605,012) (3,912,695)
-
Loss for the period - - - - - - - (510,956) (510,956)
Other comprehensive income for the period - - - - - 87,143 - 87,143
-
Total comprehensive loss for the period - - - - - 87,143 (510,956) (423,813)
-
At 30 June 2024 (unaudited) 1,105,547 3,619,332 31,212,041 474,792 375,198
- (7,450) (41,115,968) (4,336,508)
At 1 January 2024 (audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 -
(94,593) (40,605,012) (3,912,695)
Loss for the year 2024 - - - - - - - (642,087) (642,087)
Other comprehensive income for the year - - - - - - 55,743 - 55,743
Total comprehensive loss for the year - - - - - - 55,743 (642,087) (586,344)
Issue of shares 144,911 170,033 - - - - - - 314,944
Issue of share warrants - - - - 55,630 - - 55,630
-
At 1 January 2025 (audited) 1,250,458 3,789,365 31,212,041 474,792 430,828 (38,850) (41,247,099) (4,128,465)
-
Profit for the period - - - - - - - 3,862,016 3,862,016
Other comprehensive loss for the period - - - - - (138,326) - (138,326)
-
Total comprehensive income for the period - - - - - (138,326) 3,862,016 3,723,690
-
Issue of shares 260,383 130,191 - - - - - - 390,574
Issue of convertible loan notes - - - - - - - 22,303
22,303
At 30 June 2025 (unaudited) 1,510,841 3,919,556 31,212,041 474,792 430,828
22,303 (177,176) (37,385,083) 8,102
The accompanying notes are an integral part of this consolidated financial
information.
This consolidated financial information has been approved by the Company's
Directors.
Consolidated Statement of Cash Flows
Notes Six months ended Six months ended Year ended
30 June 2025
30 June 2024
31 December 2023
Unaudited
Unaudited
Audited
US$
US$
US$
Cash flow from operating activities
Gain/(loss) before taxation 3,862,016 (510,956) (642,087)
Adjustments for:
Finance expense - 108,048 213,784
Gain on write back of loan creditors 7 (2,646,448) - -
Gain on write back of admin costs 7 (1,339,971) - -
Foreign exchange movements (150,737) 59,364 (1,267)
Operating cashflows before working capital changes (275,140) (343,544) (429,570)
Changes in working capital:
Decrease/(increase) in receivable 1,501 (7,071) 348,007
(Decrease)/Increase in payables (75,129) 367,384 (240,400)
Net cash (used by) /provided by operating activities (348,768) 16,769 (321,963)
Financing activities
Issue of ordinary shares, net of share issue costs 4 390,574 - 370,687
Net amounts (repaid) / received in borrowings (28,565)
- (16,785)
Net cash flow from financing activities 390,574 (16,785) 342,122
Net increase/(decrease) in cash and cash equivalents in the period/year 41,806 (16) 20,159
Cash and cash equivalents at the beginning of the period/year 20,465 738 738
Effect of the translation of cash balances into presentation currency 5,941 (5) (432)
Cash and cash equivalents at the end of the period/year 68,212 717 20,465
The accompanying notes are an integral part of this consolidated financial
information.
This consolidated financial information has been approved by the Company's
Directors.
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General Information and Basis of Preparation
The Company was incorporated and registered in England and Wales as a public
limited company. The Company's registered number is 09976843 and its
registered office is at Salisbury House, London Wall, EC2M 5PS. On 4 October
2017, the Company's shares were admitted to the Official List (by way of
Standard Listing) and to trading on the London Stock Exchange's Main Market.
With effect from admission, the Company has been subject to the Listing Rules
and the Disclosure Guidance and Transparency Rules (and the resulting
jurisdiction of the UK Listing Authority) to the extent such rules apply to
companies with a Standard Listing pursuant to Chapter 14 of the Listing
Rules.
The principal activity of the Company is that of a holding company for its
subsidiaries, as well as performing all administrative, corporate finance,
strategic and governance functions of the Group. The Company's investments
comprise of subsidiaries operating in the natural gas sector.
The Company has the following subsidiary undertakings:
Name Country of incorporation Issued capital Proportion held by Group at reporting date Activity
Coos Bay Energy, LLC USA Membership interests 100% Holding company
Westport Energy Acquisitions, Inc. USA Shares 100% Holding company
Westport Energy, LLC USA Membership interests 100% Oil and gas exploration
More information on the individual group companies and timing of their
acquisition is presented in the Company's audited consolidated financial
information and notes thereto for the year ended 31 December 2024.
2. Accounting Policies
The Group Financial statements are presented in US Dollars ("US$").
Basis of Preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations ("IFRS") and the
requirements of the Companies Act, applicable to companies reporting under
IFRS.
The preparation of the Group financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also requires
the Directors to exercise their judgment in the process of applying the
Group's accounting policies. The Group's accounting policies as well as the
areas involving a higher degree of judgment and complexity, or areas where
assumptions and estimates are significant to the Group financial statements
are disclosed in the audited annual report for the year ended 31 December 2024
and are available on the Group's website.
In the opinion of the management, the interim unaudited consolidated financial
information includes all adjustments considered necessary for fair and
consistent presentation of this financial information. The interim unaudited
consolidated financial information should be read in conjunction with the
Company's audited financial statements and notes for the year ended 31
December 2024.
Going Concern
The Group Financial Statements have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities
as they fall due for the foreseeable future.
The Board has considered this in light of the Company's recent
recapitalisation and debt restructuring efforts, which took the form of a
Company Voluntary Arrangement ("CVA"). The terms of the CVA, approved at
meetings of the creditors and shareholders on 5 September 2024, were that all
amounts owed will be settled via a mix of cash and convertible loan notes. A
placing of £340,000 was undertaken by the Company's broker, Peterhouse
Capital Limited, and following the CVA vote and general meeting, the funds
have been released to satisfy the CVA and for the Company to fund its future
operations, having taken full legal effect on 19 February 2025. Furthermore,
the Company undertook a placing of new ordinary shares for cash during the
interim period to 30 June 2025, raising a total of £299,000 in additional
funds before expenses to progress the Company's reverse takeover efforts and
to provide for general working capital requirements.
The Directors note that, notwithstanding the debt reduction and capitalisation
enabled by the CVA and multiple placings referenced above, the Group will need
additional funding to continue operations for the foreseeable future, noting
however the cost basis of the Company post the CVA and prior to any
transaction is expected to remain low. The Directors are confident however
that the Group will continue to be able to raise sufficient funds as and when
required to enable it to continue to meet its financial obligations as they
fall due for at least the next 12 months from the date of approval of the
Group Interim Financial Statements. The Group Interim Financial Statements
have therefore been prepared on the going concern basis.
However, as there can be no certainty that over access to future funding by
the Company prior to the completion of a suitable transaction, there exists a
material uncertainty as to the Group's ability to continue as a going concern.
Basis of Consolidation
The consolidated financial statements of the Group incorporate the financial
statements of the Company and entities controlled by the Company, its
subsidiaries. More information on the individual Group companies, details and
timing of their acquisition is presented in the Company's audited consolidated
financial information and notes thereto for the year ended 31 December 2024.
At the time of its acquisition by the Company, Coos Bay Energy, LLC consisted
of Coos Bay Energy, LLC and its wholly owned US Group. It is the Directors'
opinion that the Company at the date of acquisition of Coos Bay Energy, LLC
did not meet the definition of a business as defined by IFRS 3 and therefore
the acquisition is outside on the IFRS 3 scope. Where a party to an
acquisition fails to satisfy the definition of a business, as defined by IFRS
3, management have decided to adopt a "merger accounting" method of
consolidation as the most relevant method to be used.
The Group consistently applies it to all similar transactions in the following
way:
- the acquired assets and liabilities are recorded at their existing
carrying values rather than at fair value;
- no goodwill is recorded;
- all intra-group transactions, balances and unrealised gains and
losses on transactions are eliminated from the beginning of the first
comparative period or inception, whichever is earlier;
- comparative periods are restated from the beginning of the earliest
comparative period presented based on the assumption that the companies have
always been together;
- all the pre-acquisition accumulated losses of the legal acquiree are
assumed by the Group as if the companies have always been together;
- all the share capital and membership capital contributions of all
the companies included into the legal acquiree sub-group less the Company's
cost of investment into these companies are included into the merger reserve;
and
- the Company's called up share capital is restated at the preceding
reporting date to reflect the value of the new shares that would have been
issued to acquire the merged company had the merger taken place at the first
day of the comparative period. Where new shares have been issued during the
current period that increased net assets (other than as consideration for the
merger), these are recorded from their actual date of issue and are not
included in the comparative statement of financial position.
The results and cash flows of all the combining entities were brought into the
financial statements of the combined entity from the beginning of the
financial year in which the combination occurred, adjusted so as to achieve
uniformity of accounting policies. The comparative information was restated by
including the total comprehensive income for all the combining entities for
the previous reporting period and their statement of financial position for
the previous reporting date, adjusted as necessary to achieve uniformity of
accounting policies.
At 30 June 2025, 30 June 2024 and 31 December 2024, the Group results include
the results of Corpus Resources Plc, Coos Bay Energy, LLC, Westport Energy
Acquisitions, Inc. and Westport Energy, LLC.
2. Segmental Analysis
In the opinion of the Directors, the Group is primarily organised into a
single operating segment. This is consistent with the Group's internal
reporting to the chief operating decision maker. Separate segmental
disclosures have therefore not been included.
3. Profit/(Loss) Per Share
The basic profit/(loss) per share is derived by dividing the profit/(loss) for
the period/year attributable to ordinary shareholders of the Company by the
weighted average number of shares in issue. Diluted profit/(loss) per share is
derived by dividing the profit/(loss) for the period/year, attributable to
ordinary shareholders of the Company by the weighted average number of shares
in issue plus the weighted average number of ordinary shares that would be
issued on conversion of all dilutive potential ordinary shares into ordinary
shares.
The following reflects the profit/(loss) per share data used in the basic and
diluted profit/(loss) per share computations:
For six months For six months For year
ended
ended
ended
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
Profit/(loss) after tax (US$) 3,862,016 (510,956) (642,087)
Weighted average number of ordinary shares of £0.0001 in issue 1,713,306,796 99,639,565 1,232,973,465
Profit/(loss) per share - basic and fully diluted (US$) 0.002 (0.005) (0.001)
At 30 June 2025, 30 June 2024 and 31 December 2024, there were no potentially
dilutive instruments in issue that could potentially dilute basic EPS in the
future.
4. Share Capital
On 6 May 2020, the Company's shareholders approved the subdivision and
re-designation of the 83,032,972 Existing Ordinary Shares ("Existing Ordinary
Shares") of £0.01 each in the capital of the Company into (i) 83,032,972
New Ordinary Shares ("New Ordinary Shares") of £0.0001 each and (ii)
83,032,972 Deferred Shares ("Deferred Shares") of £0.0099 each in the
capital of the Company
Details of the issued Share capital for the period/year, following its
subdivision of shares are provided below:
Issued Equity Share Capital
At 30 June 2025 At 30 June 2024 At 31 December 2024
Unaudited
Unaudited
Audited
Number US$ Number US$ Number US$
New Ordinary shares of £0.0001 each 3,226,306,795 418,418 99,639,565 13,124 1,232,973,465 158,035
Deferred Shares of £0.0099 each 83,032,972 1,092,423 83,032,972 1,092,423 83,032,972 1,092,423
Total Share Capital, US$ 1,510,841 1,105,547 1,250,458
Each new Ordinary share carries the same rights in all respects under the
amended Articles of Association as each existing Ordinary Share did under the
existing Articles of Association, including the rights in respect of voting
and the entitlement to receive dividends. Each Deferred Share carries no
rights and is deemed effectively valueless.
Issued Ordinary Shares for the Interim Period to 30 June 2025
On 19 February 2025, the Company raised £99,000, before expenses, through a
placing of 659,999,997 new ordinary shares of £0.0001 each ("Ordinary
Shares"). The Placing Shares each have an attaching grant of warrants
("Warrants") on a one-for-one basis.
On 30 June 2025, the Company raised £200,000, before expense, through a
placing of 1,333,333,333 new ordinary shares of £0.0001 each ("Ordinary
Shares"). The Placing Shares each have an attaching grant of warrants
("Warrants") on a one-for-one basis.
Warrants
The following warrants were issued in relation to the issued shares for the
period/year.
2025 2024
Number of Number of
warrants warrants
Outstanding at the beginning of the year 1,133,333,900 -
Granted during the period/year 1,993,333,330 1,133,333,900
Lapsed during the period/year - -
Exercised during the period/year - -
Outstanding at the end of the period/year 3,126,667,230 1,133,333,900
Vested and exercisable at the end of the period/year - -
The exercise price of warrants, outstanding on 30 June 2025, was £0.0005 (31
December 2024: £0.0005) Their weighted average remaining contractual life was
3.36 years (31 December 2024: 4.72 years).
The weighted average share price (at the date of exercise) of warrants,
exercised during the period, was nil (31 December 2024: nil) as no warrants
were exercised.
Calculation of volatility involves significant judgement by the Directors due
to the absence of the historical trading data for the Company at the date of
the grant. Volatility number above was estimated based on the range of 3-5
year month-end volatilities extracted from the FTSE AIM all-Share index.
5. Administrative Expenses
For six months For six months For year
ended
ended
ended
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
US$
US$
US$
Staff costs
Directors' salaries 77,310 123,319 61,394
Consultants 13,916 13,647 43,985
Employer's NI 10,669 10,463 (237)
Professional services
Accounting, audit & taxation 40,073 53,175 78,664
Legal 37,907 735
Marketing - (2,409) 3,377
Other - 34,193 -
Regulatory compliance 48,565 58,643 141,090
Travel 7,144 - 14,144
Office and Admin
General (2,039) 11,513 (15,950)
IT related costs - 129 1,373
Storage, Office Rent and Services - 45,676 47,240
Insurance (212) 15,795 36,774
Write back of creditors (71,057) - -
Total administrative costs 124,369 402,051 412,589
Negative costs, recognised in the period, arise from the reversal of certain
accrued expenses within the current period of report, which had been
recognised in prior years.
As of 30 June 2025, Director's salaries, accrued for the interim period in the
amount of US$64,425, have not been paid.
6. Borrowings
The following loans from third parties were outstanding during the year to 31
December 2024 and all were settled on completion of the Company Voluntary
Arrangement ("CVA") on 19 February 2025 - see also Note 7. Details of the
loans are disclosed in the table below:
Origination date Contractual settlement date Loan value in original currency (principal) Annual interest rate Security
C4 Energy Ltd 22 Sept 2017 Conversion/Repayment at RTO date $200,000 15% unsecured
Bruce Edwards 1 Sep 2017 $100,000 15% unsecured
Conversion at RTO date
1 July 2019 Conversion/Repayment at RTO date £263,265 13% 100% interest in Coos Bay LLC
HNW Investor Group
13 Mar 2020 Conversion/Repayment at RTO date £260,000 10% unsecured
Sun Seven Stars Investment Group ("SSSIG")
19 April 2023 Conversion/Repayment at RTO date £59,500 10% unsecured
Technology Metals
Poseidon Plastics Limited ("PPL") 2 February 2021 Conversion/Repayment at RTO date £590,000 10% unsecured
30 June 2025 30 June 2024 31 December 2024
Unaudited
Unaudited
Audited
US$
US$
US$
At the beginning of the year 2,672,891 2,522,708 2,522,708
Net amount settled during the period/year (2,672,726) (16,785) (28,565)
Interest accrued during the period/year - 107,416 211,801
Exchange rate differences (165) (17,629) (33,053)
At the end of the period/year - 2,595,710 2,672,891
7. Company Voluntary Arrangement
On 5 September 2024, the Company Voluntary Arrangement ("CVA") was approved,
following passage of the proposal by a vote of the Company's creditors and
shareholders. The CVA was formally completed on 19 February 2025.
On completion date, the following has been settled to CVA creditors:
- an amount of £59,582 was paid to critical creditors;
- an amount of £100,829 was further paid to other trade creditors,
where this amount represents a £0.0313 per £ payable to those unsecured
creditor that have proved their respective debts in the CVA; and
- issuance to all CVA creditor of a total 180,490,269 convertible
unsecured loan notes ("CULN"), which when converted will become an ordinary
shares and shall rank pari passu with existing ordinary shares of the Company
with a nominal value of £0.0001. The aggregate principal amount of all the
CULN is £18,049 (US$22,303).
The formal completion of the CVA during the current period of report has had
the following impacts on the reported profit for the period:
- a credit to comprehensive income in the period of US$1,339,971
arising from the write back of administrative creditors;
- a credit to comprehensive income in the period of US$2,646,448
arising from the write back of loans and accrued loan interest.
8. Events After the Reporting Period
There are no subsequent events to date.
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