Unaudited Half-Year Results
30/09/2024 07:00
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RNS Number : 0923G Curzon Energy PLC 30 September 2024
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.
Curzon Energy Plc
("Curzon" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2024
30 September 2024
Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil and gas
development company, announces its unaudited interim results for the six
months to 30 June 2024.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company covering its
results for the six months ended 30 June 2024.
Financial review
The Company incurred a loss of US$510,956 in the period, the majority of which
comprised expenditures associated with maintaining the listing in London and
costs in support of the Company Voluntary Arrangement (CVA) which was
completed following the reporting date.
Net cash of US$717 as at 30 June 2024 (US$738 as at 31 December 2023). Basic
loss per share of US$ 0.005 (period ended 30 June 2023: US$ 0.004).
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
As announced on 19 August 2024 and again on 5 September 2024, after the
period, the Company proposed and ultimately entered into a Company Voluntary
Arrangement ("CVA") following a vote by shareholders and creditors. The
purpose of the CVA was to restructure the business to eliminate existing
liabilities of approximately £3.3m, which had largely been associated with
potential reverse takeover transactions the Company had historically
considered. The CVA allowed for a full restructuring of these obligations
and following its approval on 5 September 2024, leaves the Company effectively
completely debt free and provides a solid foundation upon which to move the
business forward.
Also after the period, on 19 September 2024, John McGoldrick resigned as
Non-Executive Chairman and Scott Kaintz resigned as an Executive Director.
Simultaneously, Paul Forrest joined the board as an Executive Director,
Richard Glass joined the board as the Non-Executive Chairman and Scott Kaintz
was appointed as a Non-Executive Director.
The Board extends its gratitude to Mr. McGoldrick for his perseverance in
navigating Curzon Energy through a challenging phase and setting a strong
foundation for future growth. The recent board changes represent early steps
in shaping the Company's next chapter, and we look forward to sharing more
updates on our strategic direction and growth plans in due course.
Per the General Meeting on 05 September 2024, the intention is to rename the
Company to Corpus Resources Plc. The Company will continue to focus on the
natural resources space, specifically, the oil and gas sector, although,
mining projects will also be considered. Furthermore, the aim is for the
Company to widen its focus from the USA to other geographies including, but
not limited to, Malaysia, Namibia and Eastern Europe.
Several exciting projects and assets have been identified, including one
opportunity with an existing gas production asset and another with proven oil
production and a valid Competent Persons Report.
The Company has also identified an advisory team with technical capabilities,
willing to work predominantly for equity. Therefore, it is envisaged that the
Company will continue to add to its existing board, and will build a
management team and an advisory team which hold a breadth of geological,
engineering, production, planning, logistical and financial experience and
skills.
On behalf of the Board, I would like to take this opportunity to thank our
consultants and advisers for their professional and hard work, as well as our
shareholders for their continued support.
We look forward to updating shareholders on our progress in due course.
Richard Glass
Chairman and Non-Executive Director
For further information please contact:
Curzon Energy Plc
Paul Forrest / Richard Glass
development@curzonenergy.com
www.curzonenergy.com
Peterhouse Capital Limited (Corporate Broker) +44 (0)20 75690930
Consolidated statement of comprehensive income
for the six months ended 30 June 2024
Notes Six months ended Six months ended Year ended
30 June 2024
30 June 2023
31 December 2023
Unaudited
Unaudited
Audited
US$
US$
US$
Administrative expenses 6 (402,051) (272,656) (571,548)
Loss from operations (402,051) (272,656) (571,548)
Finance expense (108,048) (95,571) (163,705)
Provision for reclamation obligation - - -
Foreign exchange differences (857) 508 -
Loss before taxation (510,956) (367,719) (735,253)
Income tax expense - - -
Loss for the period attributable to equity holders of the parent company (510,956) (367,719) (735,253)
Other comprehensive income/(expense)
Gain/(loss) on translation of parent net assets and results from functional 87,143 (121,382) (181,339)
currency into presentation currency
Total comprehensive loss for the period (423,813) (489,101) (916,592)
(Loss) per share
Basic and diluted, US$ 4 (0.005) (0.004) (0.007)
Consolidated statements of financial position
Notes At 30 June 2024 At 30 June 2023 At 31 December 2023
Unaudited
Unaudited
Audited
US$
US$
US$
Assets
Current assets
Prepayments and other receivables 35,572 30,094 28,769
Cash and cash equivalents 717 6,927 738
Total current assets 36,289 37,021 29,507
Total assets 36,289 37,021 29,507
Liabilities
Current liabilities
Trade and other payables 1,777,087 1,177,818 1,419,494
Borrowings 7 2,595,710 2,344,407 2,522,708
Total current liabilities 4,372,797 3,522,225 3,942,202
Total liabilities 4,372,797 3,522,225 3,942,202
Capital and reserves attributable to shareholders
Share capital 5 1,105,547 1,105,547 1,105,547
Share premium 3,619,332 3,619,332 3,619,332
Share-based payments reserve 474,792 474,792 474,792
Warrants reserve 375,198 375,198 375,198
Merger reserve 31,212,041 31,212,041 31,212,041
Foreign currency translation reserve (7,450) (34,636) (94,593)
Accumulated losses (41,115,968) (40,237,478) (40,605,012)
Total capital and reserves (4,336,508) (3,485,204) (3,912,695)
Total equity and liabilities 36,289 37,021 29,507
Consolidated statements of changes in equity
Share capital Share premium Consolidation reserve Share-based payment reserve Warrant reserve Foreign currency translation reserve Accumulated losses Total
US$ US$ US$ US$ US$ US$ US$ US$
At 1 January 2023 (audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 86,746 (39,869,759) (2,996,104)
Loss for the period - - - - - - (367,719) (367,719)
Other comprehensive income for the year - - - - - (121,382) - (121,382)
Total comprehensive loss for the year (121,382) (367,719) (489,101)
At 30 June 2023 (unaudited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (34,636) (40,237,478) (3,485,204)
At 1 January 2023 (audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 86,746 (39,869,759) (2,996,104)
Loss for the year 2023 - - - - - - (735,253) (735,253)
Other comprehensive income for the year - - - - - (181,339) - (181,339)
Total comprehensive loss for the year - - - - - (181,339) (735,253) (916,592)
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)
Consolidated statement of cash flows
Notes Six months ended Six months ended Year ended
30 June 2024
30 June 2023
31 December 2023
Unaudited
Unaudited
Audited
US$
US$
US$
Cash flow from operating activities
Loss before taxation (510,956) (367,719) (735,253)
Adjustments for:
Finance expense 108,048 95,571 196,448
Foreign exchange movements 59,364 4,628 (20,009)
Operating cashflows before working capital changes (343,544) (267,520) (558,814)
Changes in working capital:
(Increase)/decrease in receivable (7,071) 1,094 437,923
Increase in payables 367,384 216,315 2,661
Net cash provided by / (used in) operating activities 16,769 (50,110) (118,230)
Financing activities
Net amounts (repaid) / received in borrowings (16,785) 36,308 98,508
Net cash flow from financing activities (16,785) 36,308 98,508
Net decrease in cash and cash equivalents in the period (16) (13,802) (19,722)
Cash and cash equivalents at the beginning of the period 738 20,421 20,421
Restricted cash held on deposits - 125,000 -
Total cash and cash equivalents at the beginning of the period, including 738 145,421 20,421
restricted cash
Effect of the translation of cash balances into presentation currency (5) 308 39
Cash and cash equivalents at the end of the period 717 6,927 738
Restricted cash held on deposits - 125,000 -
Total cash and cash equivalents at the end of the period, including restricted 717 131,927 738
cash
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General information and basis of preparation
The Company was incorporated and registered in England and 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 2023.
2. Accounting policies
The Group Financial statements are presented in US Dollars.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations as endorsed by the EU
("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 2023
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 2023.
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
recapitalization 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,
are that all amounts owed will be settled via a mix of cash and
convertible loan notes. A placing of £340,000 has been arranged 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 to the
Company to fund its future operations.
The Directors note that, notwithstanding the debt reduction and capitalization
enabled by the CVA and placing referenced above, the Group will need
additional funding to continue operations for the foreseeable future, however
the cost basis of the Company post CVA and prior to any transaction is
expected to remain low. The Directors are confident however that the Group
will be able to raise, as required, sufficient cash to enable it to continue
its operations, post passage of the CVA, and to continue to meet, as and when
they fall due, its liabilities for at least the next 12 months from the date
of approval of the Group Financial Statements. The Group 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 following the passage of the CVA, 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 2023.
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 acquire 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 2024, 30 June 2023 and 31 December 2023, the group results include
the results of Curzon Energy Plc, Coos Bay Energy, LLC, Westport Energy
Acquisitions, Inc. and Westport Energy, LLC.
3. 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.
4. Loss per share
The basic loss per share is derived by dividing the loss for the year
attributable to ordinary shareholders of the Company by the weighted average
number of shares in issue. Diluted loss per share is derived by dividing the
loss for the 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 loss and share data used in the basic and diluted
loss per share computations:
For six months For six months For year
ended
ended
ended
30 June 2024
30 June 2023
31 December 2023
Unaudited
Unaudited
Audited
Loss after tax (US$) (510,956) (367,719) (735,253)
Weighted average number of ordinary shares of £0.0001 in issue 99,639,565 99,639,565 99,639,565
Loss per share - basic and fully diluted (US$) (0.005) (0.004) (0.007)
At 30 June 2024, 31 December 2023 and 30 June 2023 there were no potentially
dilutive instruments in issue that could potentially dilute basic EPS in the
future.
5. Share capital
Issued equity share capital
At 30 June 2024 At 30 June 2023 At 31 December 2023
Unaudited
Unaudited
Audited
Number US$ Number US$ Number US$
Issued and fully paid
Existing Ordinary Shares of £0.01 each - - - - - -
After subdivision*:
New Ordinary shares of £0.0001 each 99,639,565 13,124 99,639,565 13,124 99,639,565 13,124
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$ 1,105,547 1,105,547 1,105,547
*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, and to amend the Company's Articles of Association
accordingly.
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.
Warrants
There are no further warrants in issue as at 30 June 2024.
6. Administrative expenses
For six months For six months For year
ended
ended
ended
30 June 2024
30 June 2023
31 December 2023
Unaudited
Unaudited
Audited
US$
US$
US$
Staff costs
Directors' salaries 123,319 120,001 242,429
Consultants 13,647 13,292 38,264
Employer's NI 10,463 10,191 20,588
Professional services
Accounting, audit & taxation 53,175 40,616 83,376
Legal 37,907 5,317 5,371
Marketing (2,409) 182 (3,418)
Other 34,193 - 34,476
Regulatory compliance 58,643 34,361 87,418
Travel - 25 109
Office and Admin
General 11,513 18,609 7,947
IT related costs 129 281 521
Storage, Office Rent and Services 45,676 10,053 12,154
Insurance 15,795 19,725 42,313
Total administrative costs 402,051 272,656 571,548
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.
7. Borrowings
The following loans from third parties were outstanding during the six months
ended 30 June 2024. Details of the notes 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 $100,000 15% unsecured
Conversion at RTO date
1 July 2019 Conversion/Repayment at RTO date £263,265 13% 100% interest in Coos Bay LLC
HNW Investor Group
13 Mar 2020 Conversion/Repayment at RTO date £260,000 10% unsecured
Sun Seven Stars Investment Group ("SSSIG")
19 April 2023 Conversion/Repayment at RTO date £59,500 10% unsecured
Technology Metals
Poseidon Plastics Limited ("PPL") 2 February 2021 Conversion/Repayment at RTO date £590,000 10% unsecured
No interim payments are required under the promissory notes, as the payment
terms require the original principal amount of each note, and all accrued
interest thereon, to be paid in single lump payments on the respective
contractual settlement dates.
30 June 2024 30 June 2023 31 December 2023
Unaudited
Unaudited
Audited
US$
US$
US$
At the beginning of the period 2,522,708 2,133,832 2,133,832
Net amount received/(paid) during the year (16,785) 36,308 98,507
Interest accrued during the period 107,416 95,571 194,335
Exchange rate differences (17,629) 78,696 96,034
At the end of the period 2,595,710 2,344,407 2,522,708
All borrowings as at the reporting date were fully settled via the passage of
the Company Voluntary Arrangement which was passed by the creditors and
shareholders on 5 September 2024. See note 8 to these interim financial
statements for further details.
8. Events After the Reporting Period
On 5 September 2024 the Company completed a Company Voluntary Arrangement
(CVA) following passage of the proposal by a vote of the Company creditors and
shareholders. Following passage of the CVA, the Company completed a capital
raise of £340,000, the appointment of two new directors and the resumption of
trading on the London stock exchange ahead of securing a suitable project for
acquisition.
The passage of the above has resulted in the allotment of 1,133,333,900 new
ordinary shares at a price of £0.0003 under the placing, and in respect of
full and final settlement of creditors totaling £3.3m:
· payment of £100,266 in cash and;
· 180,490,669 convertible loan notes, each convertible into one
ordinary share at £0.0003, to be converted automatically on the publication
of the next prospectus, in full and final settlement of creditors and
borrowings.
The financial impact of the above process is:
· A reduction in trade and other payables of £1,230,000;
· A reduction in borrowings payable of £2,062,000;
· An increase in convertible loan notes payable of £58,000
effective value (number of notes times conversion price);
· An increase in cash and cash equivalents of £114,001 following
cash settlement of creditors;
· An increase in share capital and share premium of £113,333 and
£226,667 respectively in respect of the placing;
· An increase in share capital and share premium of £18,049 and
£36,098 respectively in respect of the conversion of the issued CLN's to
creditors, should such conversion take place in the future.
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