REG - Curzon Energy plc - 2020 Interim Results
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
28 August 2020
Curzon Energy Plc
("Curzon" or the "Company")Unaudited Half-Year Results for the Six Months Ended 30 June 2020
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 2020.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company covering its results for the six months ended 30 June 2020.
Financial review
The Company incurred a loss of US$ 367,000 in the period. A majority of this loss comprised expenditures in relation to the maintenance of the commercial potential of its Coos Bay CBM project as well as corporate listing overheads in London. Additional expenditures were incurred conducting due diligence on a potential transaction with Sun Seven Stars Investment Group ("SSSIG").
Net cash of US$146,549 as at 30 June 2020 (US$79,234 as at 31 December 2019). Basic loss per share of US$ 0.004 (period ended 30 June 2019: US$ 0.007).
Given the nature of the business and its development strategy, it is unlikely that the Board will recommend a dividend in the foreseeable future.
Outlook
The Company's near-term goal remains focused on exploring ongoing opportunities associated with the Company's Coos Bay coal bed methane project, as well as completing due diligence covering a potential transaction with SSSIG. While the Company believes the Coos Bay asset holds residual potential value, progressing it materially during the period has proven to be difficult in light of recent US natural gas markets and logistical restrictions associated with the COVID-19 pandemic.
Due diligence efforts on the potential transaction with SSSIG have taken longer than expected to date, in part due to COVID-19 related delays and disruptions, however, all parties continue to work together constructively to provide the detail and data required to fully assess the opportunity presented.
On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.
We look forward to updating shareholders on our progress in due course.
John McGoldrick
Chairman and Non-Executive Director
CHIEF EXECUTIVE OFFICER'S REVIEW
The Company remains focused on exploring development opportunities regarding its Coos Bay coal bed methane project, including active renewal discussions covering license extensions with the two major lease owners. With the oil and gas sector enduring very challenging conditions at present, the Company is exploring all options available to maintain and realize value from this historic flagship asset.
In London, the Company has cut costs significantly year on year, recognizing the need to maintain a low operating cost base in current market conditions. Meanwhile, discussions and data sharing continue with SSSIG, and as demonstrated by the recent extension announced on 12 August 2020, and all sides remain engaged and working towards progressing the initial key diligence stage. While there can be no certainty that a transaction will proceed, the Company remains convinced of the potential merit of these discussions and diligence efforts.
In the meantime, the Company day to day activities have transitioned effectively to a post-COVID remote working environment, which has allowed it to cut its already low cost base further and to continue to operate successfully both during and after the UK's pandemic lockdown.
With several initiatives currently in progress, we look forward to being able to provide further guidance in due course, and we appreciate the patience of all stakeholders during this period.
Scott Kaintz
Chief Executive Officer
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.
By order of the Board
John McGoldrick
Chairman and Non-Executive Director
Consolidated statement of comprehensive income
for the six months ended 30 June 2020
Notes
Six months ended
30 June 2020
Unaudited
US$Six months ended
30 June 2019
Unaudited
US$Year ended
31 December 2020
Audited
US$
Administrative expenses
5
(287,043)
(571,292)
(913,572)
Loss from operations
(287,043)
(571,292)
(913,572)
Finance expense
6
(76,470)
(14,645)
(112,093)
Impairment of exploration and evaluation assets
-
-
(2,559,000)
Foreign exchange differences
(3,487)
2,070
3,915
Loss before taxation
(367,000)
(583,867)
(3,580,750)
Income tax expense
-
-
-
Loss for the period attributable to equity holders of the parent company
(367,000)
(583,867)
(3,580,750)
Other comprehensive income/(expense)
Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency
78,311
6,474
(39,602)
Total comprehensive loss for the period
(288,689)
(577,393)
(3,620,352)
(Loss) per share
Basic and diluted, US$
(0.004) (
(0.007)(
(0.044))
Consolidated statements of financial position
Notes
At 30 June 2020
Unaudited
US$At 30 June 2019
Unaudited
US$At 31 December 2019
Audited
US$
Assets
Non-current assets
Intangible assets
-
2,559,000
-
Property, plant and equipment
-
-
683
Restricted cash
125,000
125,000
125,000
Total non-current assets
125,000
2,684,000
125,683
Current assets
Prepayments and other receivables
33,812
65,336
31,203
Cash and cash equivalents
146,549
79,234
28,709
Total current assets
180,361
144,570
59,912
Total assets
305,361
2,828,570
185,595
Liabilities
Current liabilities
Trade and other payables
813,274
701,442
835,826
Borrowings
6
933,382
453,964
698,798
Total current liabilities
1,746,656
1,155,406
1,534,624
Total liabilities
1,746,656
1,155,406
1,534,624
Capital and reserves attributable to shareholders
Share capital
4
1,105,547
1,103,457
1,103,457
Share premium
3,619,332
3,586,947
3,586,947
Share-based payments reserve
474,792
454,026
474,792
Warrants reserve
375,198
213,250
213,250
Merger reserve
31,212,041
31,212,041
31,212,041
Foreign currency translation reserve
(25,065)
(57,300)
(103,376)
Accumulated losses
(38,203,140)
(34,839,257)
(37,836,140)
Total capital and reserves
(1,441,295)
1,673,164
(1,349,029)
Total equity and liabilities
305,361
2,828,570
185,595
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 2019 (audited)
1,024,036
3,563,122
31,212,041
454,026
191,011
(63,774)
(34,255,390)
2,125,072
Loss for the period
-
-
-
-
-
(583,867)
(583,867)
Other comprehensive income for the period
-
-
-
-
-
6,474
-
6,474
Total comprehensive loss for the period
-
-
-
-
-
6,474
(583,867)
(577,393)
Issue of share options
79,421
46,064
-
-
-
-
-
125,485
Issue of warrants
-
(22,239)
-
-
22,239
-
-
-
At 30 June 2019 (unaudited)
1,103,457
3,586,947
31,212,041
454,026
213,250
(53,300)
34,839,257
1,673,164
At 1 January 2019 (audited)
1,024,036
3,563,122
31,212,041
454,026
191,011
(63,774)
(34,255,390)
2,125,072
Loss for the year 2019
-
-
-
-
-
-
(3,580,750)
(3,580,750)
Other comprehensive income for the year
-
-
-
-
-
(39,602)
-
(39,602)
Total comprehensive loss for the year
-
-
-
-
-
(39,602)
(3,580,750)
(3,620,352)
Issue of shares
79,421
46,064
-
-
-
-
-
125,485
Issue of share options
20,766
20,766
Issue of warrants
-
(22,239)
-
-
22,239
-
-
-
At 1 January 2020 (audited)
1,103,457
3,586,947
31,212,041
474,792
213,250
(103,376)
(37,836,140)
(1,349,029)
Loss for the period
-
-
-
-
-
-
(367,000)
(367,000)
Other comprehensive income for the year
-
-
-
-
-
78,311
-
78,311
Total comprehensive loss for the year
78,311
(367,000)
(288,689)
Issue of shares
2,090
206,871
-
-
-
-
-
208,961
Share issue costs
-
(12,538)
-
-
-
-
-
(12,538)
Issue of share warrants
-
(161,948)
-
-
161,948
-
-
-
At 30 June 2020 (unaudited)
1,105,547
3,619,332
31,212,041
474,792
375,198
(25,065)
(38,203,140)
(1,441,295)
Consolidated statement of cash flows
Notes
Six months ended
30 June 2020
Unaudited
US$Six months ended
30 June 2019
Unaudited
US$Year ended
31 December 2019
Audited
US$Cash flow from operating activities
Loss before taxation
(367,000)
(583,867)
(3,580,750)
Adjustments for:
Finance expense
76,470
14,645
112,093
Share-based payments charge
-
-
20,766
Impairment of exploration assets
-
-
2,559,000
Foreign exchange movements
3,487
(2,070)
(3,915)
Operating cashflows before working capital changes
(287,043)
(571,292)
(892,806)
Changes in working capital:
(Increase)/decrease in receivable
(2,610)
(29,180)
27,084
Increase in payables
(13,129)
203,185
309,917
Net cash used in operating activities
(302,782)
(397,287)
(555,805)
Financing activities
Issue of ordinary shares
196,423
125,485
104,021
Costs of share issue
-
-
-
Proceeds from new borrowings
227,341
227,048
362,320
Net cash flow from financing activities
423,764
352,533
466,341
Net Increase in cash and cash equivalents in the period
120,982
(44,754)
(89,464)
Cash and cash equivalents at the beginning of the period
28,709
125,621
125,621
Restricted cash held on deposits
125,000
125,000
125,000
Total cash and cash equivalents at the beginning of the period, including restricted cash
153,709
250,621
250,621
Effect of the translation of cash balances into presentation currency
(3,142)
(1,633)
(7,448)
Cash and cash equivalents at the end of the period
146,549
79,234
28,709
Restricted cash held on deposits
125,000
125,000
125,000
Total cash and cash equivalents at the end of the period, including restricted cash
271,549
204,234
153,709
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 Kemp House, 152 City Road, London EC1V 2NX. 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 2019.
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 2019 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 2019.
Going concern
The Group financial statements have been prepared on a going concern basis as the Directors have assessed the Group's ability to continue in operational existence for the foreseeable future. The operations are currently being financed by third party loans and issuances of new equity. The Group is reliant on the continuing support from its shareholders and the expected support of future shareholders. The Group financial statements do not include the adjustments that would result if the Group were not 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 2019.
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 2020, 30 June 2019 and 31 December 2019, the group results include the results of Curzon Energy 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. 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
ended
30 June 2020
UnauditedFor six months
ended
30 June 2019
UnauditedFor year
ended
31 December 2019
Audited
Loss after tax (US$)
(367,000)
(583,867)
(3,580,750)
Weighted average number of ordinary shares of £0.0001 in issue
85,483,125
80,995,897
81,185,175
Effect of dilutive options and warrants
-
-
Weighted average number of ordinary shares of £0.01 in issue inclusive of outstanding dilutive options and warrants
85,483,125
80,995,897
81,185,175
Loss per share - basic and fully diluted (US$)
(0.004)
(0.007)
(0.044)
At 30 June 2020, 31 December 2019 and 30 June 2019, the effect of all potentially dilutive instruments was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation. Options and warrants, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented:
For six months
ended
30 June 2020
UnauditedFor six months
ended
30 June 2019
UnauditedFor year
ended
31 December 2019
Audited
Share options granted to employees - fully vested at the end of the respective period
280,854
280,854
280,854
Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period
23,243,125
5,636,531
5,636,531
Total instruments fully vested
23,523,979
5,917,385
5,917,385
Total number of instruments and potentially issuable instruments (vested and not vested) not included into the fully diluted EPS calculation
23,523,979
5,917,385
5,917,385
4. Share capital
Issued equity share capital
At 30 June 2020
UnauditedAt 30 June 2019
UnauditedAt 31 December 2019
Audited
Number
US$
Number
US$
Number
US$
Issued and fully paid
Existing Ordinary Shares of £0.01 each
-
-
83,032,972
1,103,457
83,032,972
1,103,457
After subdivision*:
New Ordinary shares of £0.0001 each
99,639,565
13,124
-
-
-
-
Deferred Shares of £0.0099 each
83,032,972
1,092,423
-
-
-
-
Total Share Capital, US$
1,105,547
1,103,457
1,103,457
*On 6 May 2020, the Company's shareholders approved the subdivision and re-designation of the 83,032,971 Existing Ordinary Shares ("Existing Ordinary Shares") of £0.01 each in the capital of the Company into (i) 83,032,971 New Ordinary Shares ("New Ordinary Shares") of £0.0001 each and (ii) 83,032,971 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
Curzon Energy has raised £166,066 by way of a placing of 16,606,594 new ordinary shares of £0.0001 each ("Placing Shares") to institutional investors at a price of £0.01 per share, plus 17,606,594 twenty-four month warrants, exercisable into ordinary shares at a price of £0.015 per ordinary share for a period of twenty-four months. On 30 June 2020, the following warrants were in issue:
Warrant exercise price
Number of warrants granted
Expiry date
Fair value of individual option
£0.10
130,200
4 Oct 2020
£0.061
£0.125
1,500,000
4 Oct 2020
£0.056
£0.0158
3,006,331
5 Mar 2021
£0.0056
£0.02
1,000,000
31 Dec 2020
£0.0001
£0.015
17,606,594
3 June 2022
£0.00731
Total warrants in issue at 30 June 2020
23,243,125
5. Administrative expenses
For six months
ended
30 June 2020
Unaudited
US$For six months
ended
30June 2019
Unaudited
US$For year
ended
31 December 2019
Audited
US$
Staff costs
Directors' salaries
115,382
81,064
212,164
Consultants
28,363
33,111
66,943
Employer's NI
5,254
5,949
7,800
Professional services
Accounting, audit & taxation
38,181
53,178
87,927
Legal
-
-
5,684
Marketing
9,573
17,771
29,647
Other
18,411
8,961
20,757
Regulatory compliance
15,681
45,286
101,471
Standard Listing Regulatory Costs
2,098
269,532
260,281
Travel
485
6,069
14,306
Business development
-
-
29,345
Office and Admin
General
5,215
5,324
6,329
IT related costs
2,164
2,039
2,355
Mineral rights lease (outside of IFRS 16 scope)
24,190
14,486
32,049
Temporary storage and office rent
9,440
12,970
17,545
Insurance
12,606
15,552
18,969
Total administrative costs
287,043
571,292
913,572
6. Borrowings
The following loans from third parties were outstanding during the six months ended 30 June 2020. 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
3 Oct 2018
1 Oct 2020
$100,000
10%
Unsecured
C4 Energy Ltd
25 Apr 2019
1 Oct 2020
$100,000
10%
Unsecured
Bruce Edwards
1 Sep 2017
1 Oct 2019
$100,000
15%
Unsecured
HNW Investor Group
26 Jun 2019
1 Oct 2020
£200,000
13%
100% of Coos Bay assets
Sun Seven Stars Investment Group
13 Mar 2020
13 Mar 2021
£185,000
10%
Unsecured
No interim payments are required under any of 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. The Bruce Edwards note has been mutually agreed to be converted into equity upon issuance of the next prospectus-based fundraising.
30 June 2020
Unaudited
US$30 June 2019
Unaudited
US$31 December 2019
Audited
US$
At the beginning of the period
698,798
213,812
213,812
Received during the year
227,341
227,048
362,320
Interest accrued during the period
49,960
14,645
110,700
Exchange rate differences
(42,717)
(1,541)
11,966
At the end of the period
933,382
453,694
698,798
7. Post balance sheet events
On 1 July 2020 the Company announced that the exclusivity period entered into with Sun Seven Stars Investment Group had been agreed to be extended, and that formal terms covering the extension of the exclusivity period and the nature of the additional financial support to be provided by SSSIG had yet to be finalized. These terms and the details surrounding the financial support associated with the extension will be announced once formalized.
On 12 August 2020, the Company announced a further update regarding a potential transaction with Sun Seven Stars Investment Group. The period of exclusivity between SSSIG and the Company has been extended to 1 September 2020 by the payment of £75,000 to be added to the one-year loan note carrying an annual interest rate of 10% per annum and convertible at the price of any subsequent share issue in the contemplated transaction. SSSIG has the right to further extend this period through to 1 December 2020 by making additional payments.
For further information please contact:
Curzon Energy Plc
+44 (0) 20 7747 9980
Scott Kaintz
SP Angel Corporate Finance LLP
+44 (0) 20 3470 0470
Optiva Securities Limited
+44 (0) 20 3137 1902
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