REG - Curzon Energy plc - Unaudited Half-Year Results
28/09/2023 07:00
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RNS Number : 9117N Curzon Energy PLC 28 September 2023
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 2023
28 September 2023
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 2023.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company covering its
results for the six months ended 30 June 2023.
Financial review
The Company incurred a loss of US$489,101 in the period. A majority of this
loss comprised expenditures associated with maintaining the listing in London
and on the analysis and due diligence of potential transactions.
Net cash of US$6,927 as at 30 June 2023 (US$20,421 as at 31 December 2022).
Basic loss per share of US$ 0.004 (period ended 30 June 2022: 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 foreseeable future.
Outlook
The Company's efforts during the course of the year focused on identifying,
evaluating and executing an agreement to reverse an exciting opportunity into
Curzon. While many potential projects and partners were considered, the
Board found the majority lacking in either their ability to execute or in
accessing the funding required to progress their respective visions.
While progress has been slow, the Board believes that finding the right
partnership will be the key to its future and to realizing returns for all
stakeholders. We look to be able to announce a transaction in the near
term.
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
During the course of the year the Company explored lease renewal options at
its historic Coos Bay coal bed methane project in Oregon, USA.
Unfortunately, existing landowners responded with much increased fee
expectations, figures that the Company felt would likely not be viable given
the state of the project and the cancellation of the development of the nearby
Jordan Cove LNG terminal. As such, the leases that the project consists of
remain unrenewed, and the Company expects the project to be formally shuttered
during the remainder of 2023.
Meanwhile, the Company continues to engage with a large number of interested
parties regarding how best to take Curzon forward, most likely by injecting an
asset or series of assets along with any required funding.
We hope to have additional announcements on these developments shortly.
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 2023
Notes Six months ended Six months ended Year ended
30 June 2023
30 June 2022
31 December 2022
Unaudited
Unaudited
Audited
US$
US$
US$
Administrative expenses 5 (272,656) (307,999) (509,358)
Loss from operations (272,656) (307,999) (509,358)
Finance expense (95,571) (98,067) (191,970)
Provision for reclamation obligation - - -
Foreign exchange differences 508 (2,358) 235
Loss before taxation (367,719) (408,424) (701,093)
Income tax expense - - -
Loss for the period attributable to equity holders of the parent company (367,719) (408,424) (701,093)
Other comprehensive income/(expense)
Gain/(loss) on translation of parent net assets and results from functional (121,382) 228,293 233,300
currency into presentation currency
Total comprehensive loss for the period (489,101) (180,131) (467,793)
(Loss) per share
Basic and diluted, US$ 3 (0.004) ( (0.004) ( (0.007) (
Consolidated statements of financial position
Notes At 30 June 2023 At 30 June 2022 At 31 December 2022
Unaudited
Unaudited
Audited
US$
US$
US$
Assets
Non-current assets
Intangible assets - - -
Property, plant and equipment - - -
Restricted cash - - -
Total non-current assets - - -
Current assets
Prepayments and other receivables 30,094 35,928 29,828
Cash and cash equivalents 6,927 73,868 20,421
Total current assets 37,021 109,796 50,249
Total assets 37,021 109,796 50,249
Liabilities
Current liabilities
Trade and other payables 1,177,818 766,976 912,521
Borrowings 7 2,344,407 2,051,261 2,133,832
Total current liabilities 3,522,225 2,818,237 3,046,353
Total liabilities 3,522,225 2,818,237 3,046,353
Capital and reserves attributable to shareholders
Share capital 4 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 (34,636) 81,739 86,746
Accumulated losses (40,237,478) (38,577,090) (39,869,759)
Total capital and reserves (3,485,204) (2,708,441) (2,996,104)
Total equity and liabilities 37,021 109,796 50,249
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 2022 (audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (146,554) (39,168,666) (2,528,310)
Loss for the period - - - - - - (408,424) (408,424)
Other comprehensive income for the year - - - - - 228,293 - 228,293
Total comprehensive loss for the year 228,293 (408,424) (180,131)
At 30 June 2022 (unaudited) 1,105,547 3,619,332 31,212,041 474,792 375,198 81,739 (39,577,090) (2,708,441)
At 1 January 2022 (audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (146,554) (39,168,666) (2,528,310)
Loss for the year 2021 - - - - - - (701,093) (701,093)
Other comprehensive income for the year - - - - - 233,300 - 233,300
Total comprehensive loss for the year - - - - - 233,300 (467,793)
(701,093)
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 period - - - - - (121,382) - (121,382)
Total comprehensive loss for the period (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)
Consolidated statement of cash flows
Notes Six months ended Six months ended Year ended
30 June 2023
30 June 2022
31 December 2022
Unaudited
Unaudited
Audited
US$
US$
US$
Cash flow from operating activities
Loss before taxation (367,719) (408,424) (701,093)
Adjustments for:
Finance expense 95,571 98,067 191,970
Share-based payments charge - - -
Foreign exchange movements 4,628 2,358 (36,606)
Operating cashflows before working capital changes (267,520) (307,999) (545,729)
Changes in working capital:
(Increase)/decrease in receivable 1,094 5,453 10,587
(Decrease)/ increase in payables 216,315 64,135 235,141
Net cash used in operating activities (50,110) (260,031) (526,004)
Financing activities
Issue of ordinary shares - - -
Costs of share issue - - -
Proceeds from new borrowings 36,308 184,693 184,693
Net cash flow from financing activities 36,308 184,693 184,693
Net Increase in cash and cash equivalents in the period (13,802) (53,718) (115,309)
Cash and cash equivalents at the beginning of the period 20,421 138,142 138,142
Restricted cash held on deposits 125,000 125,000 125,000
Total cash and cash equivalents at the beginning of the period, including 145,421 263,142 263,142
restricted cash
Effect of the translation of cash balances into presentation currency 308 (10,556) (2,412)
Cash and cash equivalents at the end of the period 6,927 73,868 20,421
Restricted cash held on deposits 125,000 125,000 125,000
Total cash and cash equivalents at the end of the period, including restricted 131,927 198,868 145,421
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 Salisubry 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 2022.
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 2022
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 2022.
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 Directors note that the Group has no
source of revenue and will require additional funding to continue operations,
and that there remains no guarantee that such funding will be secured or made
available. Currently, the Company's operations are being financed by third
party loans. The Group remains reliant on the continuing support from its
lenders and shareholders and the expected support of future shareholders and
there remains a material uncertainty as to the Group's ability to continue as
a going concern. The Group financial statements currently 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 2022.
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 2023, 30 June 2022 and 31 December 2022, 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 For six months For year
ended
ended
ended
30 June 2023
30 June 2022
31 December 2022
Unaudited
Unaudited
Audited
Loss after tax (US$) (367,719) (408,242) (701,093)
Weighted average number of ordinary shares of £0.0001 in issue 99,639,565 99,639,565 99,639,565
Effect of dilutive options and warrants -
Weighted average number of ordinary shares of £0.01 in issue inclusive of 99,639,565 99,639,565 99,639,565
outstanding dilutive options and warrants
Loss per share - basic and fully diluted (US$) (0.004) (0.004) (0.007)
At 30 June 2023, 31 December 2022 and 30 June 2022 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 For six months For year
ended
ended
ended
30 June 2023
30 June 2022
31 December 2022
Unaudited
Unaudited
Audited
Share options granted to employees - fully vested at the end of the respective 280,854
period
- -
Warrants given to shareholders as a part of placing equity instruments - fully 17,606,594
vested at the end of the respective period
- 18,606,594
Total instruments fully vested - 17,887,448 18,606,594
Total number of instruments and potentially issuable instruments (vested and 17,887,448
not vested) not included into the fully diluted EPS calculation
- 18,606,594
4. Share capital
Issued equity share capital
At 30 June 2023 At 30 June 2022 At 31 December 2022
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 1,092,422
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 83,032,971 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
There are no further warrants in issue as at 30 June 2023.
5. Administrative expenses
For six months For six months For year
ended
ended
ended
30 June 2023
30 June 2022
31 December 2022
Unaudited
Unaudited
Audited
US$
US$
US$
Staff costs
Directors' salaries 120,001 128,625 243,644
Consultants 13,292 15,514 26,239
Employer's NI 10,191 7,282 17,243
Professional services
Accounting, audit & taxation 40,616 45,390 89,220
Legal 5,317 4,512 4,702
Marketing 182 2,668 14,816
Other - - -
Regulatory compliance 34,361 29,521 2,349
Standard Listing Regulatory Costs - - -
Travel 25 12,840 12,310
Business development - - -
Office and Admin
General 18,609 23,583 32,865
IT related costs 281 1,792 2,293
Mineral rights lease (outside of IFRS 16 scope) - - -
Temporary storage and office rent 10,053 17,684 27,406
Insurance 19,725 18,588 36,271
Total administrative costs 272,656 307,999 509,358
6. Restricted Cash
Restricted cash of US$125,000 comprises funds held as collateral to support
stand-by letters of credit related to the Group's oil and gas properties. The
letters of credit secure the reclamation obligations under the leases and
state law. The cash can be taken by Umpqua Bank in the event the letters of
credit are drawn on by the State of Oregon, Department of Geology &
Mineral Industries (DOGAMI). The cash is held in the form of a Certificate of
Deposit. In 2022, the Group recognised a provision for reclamation obligations
equivalent to the entire restricted cash balance in recognition of the fact
that recovery of these funds may only be possible following completion of
reclamation work on these oil and gas properties. This provision has been
offset against the restricted cash balance as permitted by IAS 32.
7. Borrowings
The following loans from third parties were outstanding during the six months
ended 30 June 2023. 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 $100,000 15% unsecured
Conversion at RTO date
1 July 2019 Conversion/Repayment at RTO date £263,265 13% 100% interest in Coos Bay LLC
HNW Investor Group
13 Mar 2020 Conversion/Repayment at RTO date £260,000 10% unsecured
Sun Seven Stars Investment Group ("SSSIG")
19 April 2023 Conversion/Repayment at RTO date £27,500 10% unsecured
Technology Metals ("TM2")
Poseidon Plastics Limited ("PPL") 2 February 2021 Conversion/Repayment at RTO date £590,000 10% unsecured
No interim payments are required under the promissory notes, as the payment
terms require the original principal amount of each note, and all accrued
interest thereon, to be paid in single lump payments on the respective
contractual settlement dates.
30 June 2023 30 June 2022 31 December 2022
Unaudited
Unaudited
Audited
US$
US$
US$
At the beginning of the period 2,133,832 1,935,919 1,935,919
Received during the year 36,308 197,885 184,693
Interest accrued during the period 95,571 97,065 190,175
Exchange rate differences 78,696 (179,608) (176,995)
At the end of the period 2,344,407 2,051,261 2,133,832
For further information please contact:
Curzon Energy Plc
Scott Kaintz
www.curzonenergy.com (http://www.curzonenergy.com)
Development@Curzonenergy.com (mailto:Development@Curzonenergy.com)
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