REG - Empyrean Energy PLC - Interim Results
11/12/2025 09:00
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RNS Number : 1899L Empyrean Energy PLC 11 December 2025
11 December 2025
Empyrean Energy PLC / Index: AIM / Epic: EME / Sector: Oil & Gas
Empyrean Energy PLC ('Empyrean' or 'the Company')
Interim Results
Empyrean Energy (EME: AIM), the oil and gas development company with interests
in China, Indonesia and the United States, is pleased to provide its Interim
Report for the six months ended 30 September 2025.
Highlights
Reporting period
Duyung PSC Project, Indonesia (EME 8.5%)
· In July 2025, Conrad Asia Energy Ltd ("Conrad") signed a binding
GSA for the sale and purchase of natural gas from the Mako Gas Field with PT
PLN Energi Primer Indonesia ("PLN EPI"), a wholly owned subsidiary of the
Indonesian state-owned electric utility company PT Perusahaan Listrik Negara
(Persero) ("PLN Persero").
· This followed a directive from the Indonesian Ministry of Energy
and Mineral Resources ("MEMR") that all Mako gas be made available for the
Indonesian domestic market in Batam with the gas to be purchased by PLN EPI.
· In addition, MEMR revoked its earlier allocation and pricing
Directive to sell Mako gas to PT Perusahaan Gas Negara Tbk ("PGN") and
Sembcorp Gas Pte Ltd. ("Sembcorp") and the GSAs with PGN and Sembcorp were
terminated.
· In November 2025, Empyrean received a Notice of Election of
Remedy and Forced Withdrawal ("Notice") from West Natuna Exploration Limited
("WNEL"), a wholly owned subsidiary of Conrad.
· The Notice was issued while Empyrean and WNEL/Conrad had been
engaged over several months in constructive and good-faith discussions
regarding the settlement of outstanding cash calls, in accordance with the
dispute-resolution procedures set out in the Joint Operating Agreement dated
21 May 2020 ("JOA"). These discussions continue and Empyrean's position is
that the dispute-resolution process is active and ongoing and no such remedies
may be exercised under the JOA. Empyrean reiterates that it is confident in
its view that there was no basis to issue the Notice and is taking all
necessary action to defend its position.
· Empyrean also notes that the parties had made progress in
discussions and that an in-principle, verbal understanding regarding the
disputed cash-call amounts (which total US$789,815 including interest) had
been reached, subject to formalisation, and that it continues to negotiate in
good faith with WNEL in this regard.
· In November 2025, Conrad and its wholly owned subsidiary WNEL
announced that they had signed an agreement with PT Nations Natuna Barat
("Nations"), a subsidiary of the Arsari Group, to farm into the development of
the Mako Gas Field ("Mako") in the Duyung ("Duyung") Production Sharing
Contract ("PSC") and provide financing for 100% of project development costs
and associated working capital (the "Transaction"). Full details of the
Transaction were outlined in Empyrean's announcement issued via RNS on 19
November 2025.
· The Transaction is subject to certain conditions precedent and
subsequent, customary for a transaction of this nature, including government
and regulatory approvals, including approval from Indonesia's Ministry of
Energy and Mineral Resources, MEMR, to the transfer of the participating
interests. Transaction completion is expected prior to a long-stop date during
Q3 2026, unless otherwise agreed.
Wilson River Project, Queensland Australia
· In May 2025, the JV partners in the Wilson River-1 decided to
conduct a Drill Stem Test ("DST") over the potential oil zone identified in
the Murta Formation from analysis of logs and hydrocarbon shows from the well.
However, the final well testing report confirmed the recovery of formation
water in the potential oil zone and, as a result, the well was plugged and
abandoned.
· Technical work is underway to determine whether any remaining
prospectivity exists within the ATP 1173 permit. The outcome of this
assessment will guide decisions on the future of the permit.
Corporate
· Placing and Retail Offer to raise US$0.825 million (£0.661
million) completed in April 2025.
· Placing to raise US$1.354 million (£1 million) completed in July
2025.
For further information please visit www.empyreanenergy.com
(http://www.empyreanenergy.com/) or contact the following:
Empyrean Energy plc Tel: +61 (8) 6146 5325
Tom Kelly
Cavendish Capital Markets Limited (Nominated Advisor and Broker) Tel: +44 (0) 207 220 0500
Neil McDonald
Pearl Kellie
Novum Securities Limited (Joint Broker) Tel: +44 (0) 207 399 9400
Colin Rowbury
Chairman's Statement
It continues to be a frustrating and challenging period for Empyrean and, from
the outset, I'd like to thank our shareholders for their continued support and
patience.
It would be remiss not to mention again the loss of our much respected
Managing Director and CEO, Tom Kelly, during the reporting period, which has
been personally very distressing for the entire Empyrean team. I would like
to thank our Executive Director, Gaz Bisht, for stepping up as Interim CEO -
Gaz has admirably led the Company throughout the second half of the year.
I would like to stress to Empyrean's shareholders that, despite the challenges
of these past months, we continue to press on and hope that more positive news
can be delivered in the coming weeks.
While it is unfortunate that the dispute with Conrad has continued for as long
as it has, both parties continue to engage in constructive discussions and,
while we remain steadfast in our position, we are also seeking to negotiate a
solution acceptable to both parties. Empyrean has had a long standing
relationship with Conrad and will continue to pursue an amicable resolution to
the current dispute.
Setting this aside, Empyrean was pleased, of course, to see the binding GSA
signed during the period and then, just recently, the farm in agreement signed
between Conrad, WNEL and PT Nations Natuna Barat. Empyrean has and will always
seek to maximise the value of its 8.5% interest in the Mako gas field
discovery.
On the corporate front, the Company has successfully raised funds during 2025
through a series of Placings and Retail Offers. While dilutive, these funds
have enabled increased operational activity and will provide much-needed
working capital moving forward. While the Wilson River opportunity was
ultimately unsuccessful, Empyrean remains active in this space and continues
to look for compelling opportunities in the future.
Operational Review
Duyung PSC, Indonesia (8.5% WI)
Background
In April 2017, Empyrean acquired a 10% shareholding in WNEL from Conrad
Petroleum (now Conrad Asia Energy Ltd), which held a 100% Participating
Interest in the Duyung Production Sharing Contract ("Duyung PSC") in offshore
Indonesia and is the operator of the Duyung PSC. The Duyung PSC covers an
offshore permit of approximately 1,100km2 in the prolific West Natuna Basin.
The main asset in the permit is the Mako shallow gas field that was discovered
in 2017, and comprehensively appraised in 2019.
In early 2019, both the operator, Conrad, and Empyrean divested part of their
interest in the Duyung PSC to AIM-listed Coro Energy Plc. Following the
transaction, Empyrean's interest reduced from 10% to 8.5% interest in May
2020, having received cash and shares from Coro.
During October and November 2019, a highly successful appraisal drilling
campaign was conducted in the Duyung PSC. The appraisal wells confirmed the
field-wide presence of excellent quality gas in the intra-Muda reservoir sands
of the Mako Gas Field.
Figure 1: Mako Gas field, Duyung PSC, Indonesia
Current Activities
Gas Sale Agreements
In March 2025, Conrad received a Directive from MEMR, including that due to
the very strong growth in domestic demand for gas in Indonesia, all Mako gas
(plateau sales gas rate of 111 billion British Thermal Units per day
("Bbtud")) be made available for the Indonesian domestic market in Batam with
the gas to be purchased by PLN, a wholly owned subsidiary of the Indonesian
state-owned electric utility company PLN Persero.
PLN Persero is wholly-owned by the Government of Indonesia through the
Ministry of State-Owned Enterprise. The organisation has over 7,000 power
plants supplying over 89 million customers and sells over 288,000 GWh of
electricity annually.
The Mako gas price will be linked to the Indonesian Crude Price ("ICP"), which
is akin to Brent oil-linked Liquified Natural Gas ("LNG") pricing. This
structure will be economically equivalent to the pricing previously approved
for Mako gas to be sold both domestically and for export, thereby underpinning
the value of gas from Mako.
As a result of the MEMR Directive, in July 2025 Conrad signed a binding GSA
for the sale and purchase of natural gas from the Mako Gas Field with PLN EPI.
In addition and a result of the above, MEMR has revoked its earlier allocation
and pricing Directive to sell Mako gas to PGN and Sembcorp and those GSAs with
PGN and Sembcorp has been terminated.
The new Government of Indonesia is formulating its New Energy Plan 2024-2034
(or "New RUPTL") under which it will prioritise gas exploration and production
to meet rapidly rising domestic energy demand. Around 15 Gigawatts ("GW") of
gas power capacity across Indonesia is planned to be built until 2034,
especially to support the base load capacity.
The MEMR Directive is anticipated to support potential farmout arrangements in
Duyung and FID for Mako.
As announced in June 2024 the Mako JV partners had entered into a binding
domestic GSA for the sale and purchase of the domestic portion of Mako gas
with PGN, the gas subsidiary of PLN Persero. The domestic GSA will be subject
to the construction of a pipeline connecting the WNTS with the domestic gas
market in Batam and it forms part of Mako JV's DMO.
The domestic gas sale agreement with PGN for gas from the Mako gas field is an
important step in the commercialisation of the Mako gas field (the largest
undeveloped gas field in the West Natuna Sea). The Total Contracted Gas volume
under the PGN GSA is up to 122.77 trillion TBtu, with estimated plateau
production rates of 35 billion Bbtud per day. The remainder of the Mako sales
gas volumes were targeted to be sold via an export GSA.
The West Natuna Sea gas gathering system is already connected to Singapore.
PGN will now proceed with planning a smaller tie line to the island of Batam
across the Malacca Straight that will connect the Natuna Sea to the Indonesian
market.
Indonesia, the fourth most populated country on earth has a stated objective
of doubling its gas production by 2030 in order to deliver a cleaner energy
source to fuel its rapidly growing economy. PGN will play a significant role
in this Indonesian energy transition.
Conrad Secures Farm Down and Funding for Mako Development
In November 2025, Conrad and its wholly owned subsidiary, WNEL, announced that
they had signed an agreement with PT Nations Natuna Barat ("Nations"), a
subsidiary of the Arsari Group, to farm into the development of the Mako
("Mako") gas field in the Duyung PSC (and provide financing for 100% of
project development costs and associated working capital (the "Transaction").
The Transaction is subject to certain conditions precedent and subsequent,
customary for a transaction of this nature, including government and
regulatory approvals, including approval from Indonesia's Ministry of Energy
and Mineral Resources (MEMR) to the transfer of the participating interests.
The Transaction completion is expected prior to a long-stop date during Q3
2026, unless otherwise agreed.
For full details of the Transaction please refer to the announcement released
via RNS on 19 November 2025.
Ongoing Dispute with Conrad and Withdrawal Notice
On 17 November 2025, WNEL issued a proposed withdrawal notice to Empyrean, as
announced by Empyrean. The intended effect of the Notice is that Empyrean is
deemed to have proposed to withdraw under the JOA and Empyrean's participating
interest is deemed to have been transferred to WNEL. As noted in its
announcement on 17 November 2025, Empyrean's position is that the
dispute-resolution process is active and ongoing and no such remedies may be
exercised under the JOA. Empyrean reiterates that it is confident in its view
that there was no basis to issue the Notice and will take all necessary action
to defend its position.
Empyrean remains committed to a cooperative, commercial and transparent
resolution of the dispute and continues to reserve all of its rights in
respect of any loss, damage or costs arising from actions by WNEL/Conrad that
Empyrean considers to be contrary to the JOA or associated agreements.
Wilson River, Queensland Australia (EME 8.5%)
In January 2025, the Company announced the acquisition of an option to
participate in Wilson River conventional oil prospect. The Wilson Prospect is
situated close to existing infrastructure in the prolific Cooper Basin in
South-West Queensland, Australia, and adjacent to several producing oil
fields. Following the securing of land access and completion of cultural
heritage surveys and drill preparation activities the Wilson River-1 well
spudded on 14 March 2025. The well was funded by Empyrean and Condor Energy,
an experienced Australian based well services and drilling company with recent
drilling contracts completed nearby in the Cooper Basin.
Following drilling, the JV partners in the Wilson River-1 decided to conduct a
DST over the potential oil zone identified in the Murta Formation from
analysis of logs and hydrocarbon shows from the well. However, the final well
testing report confirmed the recovery of formation water in the potential oil
zone and, as a result, the well was plugged and abandoned.
Technical work is underway to determine whether any remaining prospectivity
exists within the ATP 1173 permit. The outcome of this assessment will guide
decisions on the future of the permit.
Multi Project Farm-in in Sacramento Basin, California (25%-30% WI)
There were no significant activities conducted during the year; however, the
Company will continue to work with its joint venture partners in reviewing and
assessing any further technical and commercial opportunities as they relate to
the project.
The information contained in this report was completed and reviewed by the
Company's Executive Director (Technical), Mr Gajendra (Gaz) Bisht, who has
over 35 years' experience as a petroleum geoscientist.
Definitions
2C: Contingent resources are quantities of petroleum estimated, as of a given
date, to be potentially recoverable from known accumulations by application of
development projects, but which are not currently considered to be
commercially recoverable. The range of uncertainty is expressed as 1C (low),
2C (best) and 3C (high).
Bcf: Billions of cubic feet
MMbbl: Million Barrels of Oil
*Cautionary Statement: The estimated quantities of oil that may potentially be
recovered by the application of a future development project relates to
undiscovered accumulations. These estimates have both an associated risk of
discovery and a risk of development. Further exploration, appraisal and
evaluation is required to determine the existence of a significant quantity of
potentially movable hydrocarbons.
Statement of Comprehensive Income
For the Period Ended 30 September 2025
6 Months to 30 September (unaudited) Year Ended 31 March (audited)
2025 2024 2025
Notes US$'000 US$'000 US$'000
Revenue - - -
Administrative expenditure
Administrative expenses (162) (151) (168)
Compliance fees (82) (160) (245)
Directors' remuneration (255) (216) (406)
Foreign exchange differences (242) (349) (115)
Total administrative expenditure (741) (876) (934)
Operating loss (741) (876) (934)
Finance expense (600) (615) (1,210)
Impairment - exploration and evaluation assets 3 (198) (66) (1,205)
Loss from continuing operations before taxation (1,539) (1,557) (3,349)
Tax expense in current period (1) (1) (1)
Loss from continuing operations after taxation (1,540) (1,558) (3,350)
Total comprehensive loss for the period (1,540) (1,558) (3,350)
Loss per share from continuing operations (expressed in cents)
- Basic 2 (0.03)c (0.12)c (0.18)c
- Diluted 2 (0.03)c (0.12)c (0.18)c
The accompanying accounting policies and notes form an integral part of these
financial statements.
Statement of Financial Position
As at 30 September 2025
6 Months to 30 September (unaudited) Year Ended 31 March (audited)
2025 2024 2025
Notes US$'000 US$'000 US$'000
Assets
Non-Current Assets
Exploration and evaluation assets 3 5,770 5,510 5,763
Total non-current assets 5,770 5,510 5,763
Current Assets
Trade and other receivables 30 36 56
Cash and cash equivalents 3,058 626 1,675
Total current assets 3,088 662 1,731
Liabilities
Current Liabilities
Trade and other payables 3,036 3,266 3,125
Provisions - 189 -
Convertible loan notes 4 9,841 8,574 8,938
Total current liabilities 12,877 12,029 12,063
Net Current Liabilities (9,789) (11,367) (10,332)
Net Assets/(Liabilities) (4,019) (5,857) (4,569)
Shareholders' Equity
Share capital 5 736 3,441 472
Share premium reserve 54,774 46,915 52,948
Warrant and share based payment reserve 129 123 129
Retained losses (59,658) (56,336) (58,118)
Total Equity (4,019) (5,857) (4,569)
The accompanying accounting policies and notes form an integral part of these
financial statements.
Statement of Cash Flows
For the Period Ended 30 September 2025
6 Months to 30 September (unaudited) Year Ended 31 March (audited)
2025 2024 2025
Notes US$'000 US$'000 US$'000
Operating Activities
Payments for operating activities (440) (305) (937)
Net cash outflow from operating activities (440) (305) (937)
Investing Activities
Payments for exploration and evaluation (226) (50) (1,418)
Net cash outflow from investing activities (226) (50) (1,418)
Financing Activities
Issue of ordinary share capital 2,110 - 3,180
Payment of equity issue costs (124) - (156)
Net cash inflow from financing activities 1,986 - 3,024
Net increase/(decrease) in cash and cash equivalents 1,320 (355) 669
Cash and cash equivalents at the start of the year 1,675 981 981
Forex loss on cash held 63 - 25
Cash and cash equivalents at the end of the period 3,058 626 1,675
The accompanying accounting policies and notes form an integral part of these
financial statements.
Statement of Changes in Equity
For the Period Ended 30 September 2025
Share Capital Share Premium Reserve Warrant and SBP Reserve Retained Losses Total Equity
US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 April 2024 3,405 46,891 123 (54,778) (4,359)
Loss after tax for the period - - - (1,558) (1,558)
Total comprehensive loss for the period - - - (1,558) (1,558)
Contributions by and distributions to owners
Share-based payment expense 36 24 - - 60
Total contributions by and distributions to owners 36 24 - - 60
Balance at 30 September 2024 3,441 46,915 123 (56,336) (5,857)
Balance at 1 April 2024 3,405 46,891 123 (54,778) (4,359)
Loss after tax for the year - - - (3,350) (3,350)
Total comprehensive loss for the year - - - (3,350) (3,350)
Contributions by and distributions to owners
Shares issued in the period 15 306 2,914 - - 3,220
Expiry of warrants - - (10) 10 -
Equity issue costs 1 (158) - - (157)
Share-based payment expense 2 59 16 - 77
Capital reorganisation 15 (3,242) 3,242 - - -
Total contributions by and distributions to owners (2,933) 6 10 3,140
6,057
Balance at 31 March 2025 472 52,948 129 (58,118) (4,569)
Loss after tax for the period - - - (1,540) (1,540)
Total comprehensive loss for the period - - - (1,540) (1,540)
Contributions by and distributions to owners
Shares issued in the period 264 1,950 - - 2,214
Equity issue costs - (124) - - (124)
Total contributions by and distributions to owners 264 1,826 - - 2,090
Balance at 30 September 2025 736 54,774 129 (59,658) (4,019)
The accompanying accounting policies and notes form an integral part of these
financial statements.
Notes to the Financial Statements
For the Period Ended 30 September 2025
Basis of preparation
The Company's condensed interim financial statements for the six months ended
30 September 2025 have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the United Kingdom and
Companies Act 2006. The principal accounting policies are summarised
below. The financial report is presented in the functional currency, US
dollars and all values are shown in thousands of US dollars (US$'000). The
financial statements have been prepared on a historical cost basis and fair
value for certain assets and liabilities. The same accounting policies,
presentation and methods of computation are followed in these financial
statements as were applied in the Company's latest audited financial
statements for the year ended 31 March 2025.
The financial information for the period ended 30 September 2025 does not
constitute the full statutory accounts for that period. They have not been
reviewed by the Company's auditor. The Annual Report and financial statements
for the year ended 31 March 2025 have been filed with the Registrar of
Companies. The independent auditor's report on the Annual Report and financial
statements was unqualified and did not contain a statement under Section
498(2) or 498(3) of the Companies Act 2006, but did draw attention to a
material uncertainty relating to going concern.
Nature of business
The Company is a public limited company incorporated and domiciled in England
and Wales. The address of the registered office is 2nd Floor, 38-43 Lincoln's
Inn Fields, London, England, WC2A 3PE. The Company is in the business of
financing the exploration, development and production of energy resource
projects in regions with energy hungry markets close to existing
infrastructure. The Company has typically focused on non-operating working
interest positions in projects that have drill ready targets that
substantially short cut the life-cycle of hydrocarbon projects by entering the
project after exploration concept, initial exploration and drill target
identification work has largely been completed.
Going concern
At the period end the Company had a cash balance of US$3.06 million (31 March
2025: US$1.68 million) and made a loss after income tax of US$1.54 million (31
March 2025: loss of US$3.35 million).
The Directors have prepared cash flow forecasts for the Company covering the
period to 31 December 2026 and these demonstrate that the Company will require
further funding within the next 12 months from the date of approval of the
financial statements. As disclosed previously, in June 2022, the Company
entered into an agreement with CNOOC to drill an exploration well on the Topaz
prospect in China, by 12 June 2024, which includes a payment of US$250,000 to
CNOOC. It is estimated that the cost of drilling this well would be
approximately US$12 million. The Company did not commence the drilling of the
Topaz well by 12 June 2024 and therefore the permit expired on 12 June 2024.
On 24 August 2024, the Company received a letter of demand from CNOOC's
lawyers, King Wood & Mallesons, in relation to Block 29/11. The letter of
demand alleged, inter alia, that Empyrean has outstanding obligations under
the relevant Petroleum Contract entered into with CNOOC and that Empyrean has
failed to pay certain amounts that CNOOC consider due and payable under the
Petroleum Contract relating to the prospecting fee and exploration work. The
Company rejected the outstanding amounts claimed, which total US$12 million,
and responded to the letter of demand requesting clarification of the basis
for the demands made in the letter. The Company received an email from CNOOC
on 21 August 2025 which referred to the previous letter of demand and
reiterated CNOOC's position on this matter.
Prior to and during the reporting period, the Company has raised equity funds
across multiple tranches, with a Placing, Subscription and Retail Offer to
raise US$1.592 million (£1.255 million) completed in November 2024, Placings
to raise US$0.840 million (£0.675 million) and US$0.787 million (£0.625
million) completed over January 2025 and February 2025, a Placing and Retail
Offer to raise US$0.825 million (£0.661 million) completed in April 2025 and
a further Placing to raise US$1.354 million (£1 million) completed in July
2025.
However, in order to meet the repayment terms of the Convertible Note (which
was renegotiated in 2023), any further commitments at the Mako Gas Field
including reaching agreement on a settlement of existing claims from Conrad,
any potential further costs or payments to CNOOC in relation to Block 29/11,
and working capital requirements the Company is required to raise further
funding either through equity or the sale of assets and as at the date of this
report the necessary funds are not in place.
The Directors remain optimistic that its funding commitments will be met
should it be able to monetise its interest in Mako. To this end Conrad and PLN
ESI signed a binding GSA in July 2025 and in November 2025 Conrad and WNEL
signed an agreement with Nations, a subsidiary of the Arsari Group, to farm
into the development of the Mako gas field in the Duyung PSC and provide
financing for 100% of project development costs and associated working
capital. Empyrean remains in constructive discussions with Conrad and WNEL in
this regard with regard to both settlement of the existing cash call claims
and Empyreans ongoing participation in Mako.
The Company therefore requires additional funding to fund the ongoing cash
needs of the business for the foreseeable future and may require further
funding should it be required to settle amounts claimed by CNOOC. The
Directors acknowledge that this funding is not guaranteed. These conditions
indicate that there is a material uncertainty which may cast significant doubt
over the Company's ability to continue as a going concern and, therefore, the
Company may be unable to realise its assets and discharge its liabilities in
the normal course of business.
Given the above and the Company's proven track record of raising equity funds
and advanced Mako sell-down process, which the Directors believe would be
sufficient to meet all possible funding needs as set out above, the Directors
have therefore concluded that it is appropriate to prepare the Company's
financial statements on a going concern basis and they have therefore prepared
the financial statements on a going concern basis.
The financial statements do not include the adjustments that would result if
the Company was unable to continue as a going concern.
Note 1. Segmental Analysis
The Directors consider the Company to have three geographical segments, being
Australia (Wilson River project), Indonesia (Duyung PSC project) and North
America (Sacramento Basin project), which are all currently in the exploration
and evaluation phase. Prior year segment allocation included China (Block
29/11 project), which terminated during 2024. Unallocated results, assets and
liabilities represent corporate amounts that are not core to the reportable
segments. The Company's registered office is located in the United Kingdom.
Details Australia Indonesia USA Unallocated Total
US$'000 US$'000 US$'000 US$'000 US$'000
30 September 2025
Unallocated corporate expenses - - - (741) (741)
Operating loss - - - (741) (741)
Finance expense - - - (600) (600)
Impairment of oil and gas properties (196) - (2) - (198)
Loss before taxation (196) - (2) (1,341) (1,539)
Tax expense in current year - - - (1) (1)
Loss after taxation (196) - (1) (1,342) (1,540)
Total comprehensive loss for the financial period (196) - (1) (1,342) (1,540)
Segment assets - 5,770 - - 5,770
Unallocated corporate assets - - - 3,088 3,088
Total assets - 5,770 - 3,088 8,858
Segment liabilities - 693 - - 693
Unallocated corporate liabilities - - - 12,184 12,184
Total liabilities - 693 - 12,184 12,877
Details China Indonesia USA Unallocated Total
US$'000 US$'000 US$'000 US$'000 US$'000
30 September 2024
Revenue from continued operations - - - - -
Segment result
Unallocated corporate expenses - - - (876) (876)
Operating loss - - - (876) (876)
Finance income/(expense) - - - (615) (615)
Impairment of oil and gas properties (64) - (2) - (66)
Loss before taxation (64) - (2) (1,491) (1,557)
Tax expense in current period - - - (1) (1)
Loss after taxation (64) - (2) (1,492) (1,558)
Total comprehensive loss for the financial period (64) - (2) (1,492) (1,558)
Segment assets - 5,510 - - 5,510
Unallocated corporate assets - - - 662 662
Total assets - 5,510 - 662 6,172
Segment liabilities - - - - -
Unallocated corporate liabilities - - - 12,029 12,029
Total liabilities - - - 12,029 12,029
Details Australia Indonesia USA Unallocated Total
US$'000 US$'000 US$'000 US$'000 US$'000
31 March 2025
Unallocated corporate expenses - - - (934) (934)
Operating loss - - - (934) (934)
Finance expense - - - (1,210) (1,210)
Impairment of oil and gas properties (1,315) - (1) 111 (1,205)
Loss before taxation (1,315) - (1) (2,032) (3,349)
Tax expense in current year - - - (1) (1)
Loss after taxation (1,315) - (1) (2,033) (3,350)
Total comprehensive loss for the financial year (1,315) - (1) (2,033) (3,350)
Segment assets - 5,763 - - 5,763
Unallocated corporate assets - - - 1,731 1,731
Total assets - 5,763 - 1,731 7,494
Segment liabilities - 686 - - 686
Unallocated corporate liabilities - - - 11,377 11,377
Total liabilities - 686 - 11,377 12,063
Details China Indonesia USA Unallocated Total
US$'000 US$'000 US$'000 US$'000 US$'000
30 September 2024
Revenue from continued operations - - - - -
Segment result
Unallocated corporate expenses - - - (876) (876)
Operating loss - - - (876) (876)
Finance income/(expense) - - - (615) (615)
Impairment of oil and gas properties (64) - (2) - (66)
Loss before taxation (64) - (2) (1,491) (1,557)
Tax expense in current period - - - (1) (1)
Loss after taxation (64) - (2) (1,492) (1,558)
Total comprehensive loss for the financial period (64) - (2) (1,492) (1,558)
Segment assets - 5,510 - - 5,510
Unallocated corporate assets - - - 662 662
Total assets - 5,510 - 662 6,172
Segment liabilities - - - - -
Unallocated corporate liabilities - - - 12,029 12,029
Total liabilities - - - 12,029 12,029
Details
Australia
Indonesia
USA
Unallocated
Total
US$'000
US$'000
US$'000
US$'000
US$'000
31 March 2025
Unallocated corporate expenses
-
-
-
(934)
(934)
Operating loss
-
-
-
(934)
(934)
Finance expense
-
-
-
(1,210)
(1,210)
Impairment of oil and gas properties
(1,315)
-
(1)
111
(1,205)
Loss before taxation
(1,315)
-
(1)
(2,032)
(3,349)
Tax expense in current year
-
-
-
(1)
(1)
Loss after taxation
(1,315)
-
(1)
(2,033)
(3,350)
Total comprehensive loss for the financial year
(1,315)
-
(1)
(2,033)
(3,350)
Segment assets
-
5,763
-
-
5,763
Unallocated corporate assets
-
-
-
1,731
1,731
Total assets
-
5,763
-
1,731
7,494
Segment liabilities
-
686
-
-
686
Unallocated corporate liabilities
-
-
-
11,377
11,377
Total liabilities
-
686
-
11,377
12,063
Note 2. Loss Per Share
The basic loss per share is derived by dividing the loss after taxation for
the period attributable to ordinary shareholders by the weighted average
number of shares on issue being 4,851,981,731 (2024: 1,285,972,570).
6 Months to 30 September (unaudited) Year Ended
31 March (audited)
2025 2024 2025
Loss per share from continuing operations
Loss after taxation from continuing operations US$(1,540,000) US$(1,558,000) US$(3,350,000)
Loss per share - basic (0.03)c (0.12)c (0.18)c
Loss after taxation from continuing operations adjusted for dilutive effects US$(3,350,000)
US$(1,540,000) US$(1,558,000)
Loss per share - diluted (0.03)c (0.12)c (0.18)c
For the current and prior financial periods the exercise of the options is
anti-dilutive and as such the diluted loss per share is the same as the basic
loss per share. Details of the potentially issuable shares that could dilute
earnings per share in future periods are set out in Note 5.
Note 3. Oil and Gas Properties: Exploration and Evaluation
6 Months to 30 September (unaudited) Year Ended
31 March
(audited)
2025 2024 2025
US$'000 US$'000 US$'000
Balance brought forward 5,763 5,355 5,355
Exploration expenditure 205 221 1,613
Impairment((a)(b)(c)) (198) (66) (1,205)
Net book value 5,770 5,510 5,763
Project Operator Working Interest 2025 2024
Carrying Value Carrying Value
US$'000 US$'000
Exploration and evaluation
Duyung PSC Conrad 8.5% 5,770 5,510
Wilson River((a)) Condor Energy 8.5% - -
Sacramento Basin((b)) Sacgasco 25-30% - -
Riverbend((c)) Huff Energy 10% - -
Eagle Oil Pool Development((c)) Strata-X 58.084% - -
5,770 5,510
Exploration and evaluation assets relate to the Company's interest in the
Duyung PSC. No indicators of impairment of these assets were noted.
(a) In January 2025 Empyrean acquired an option to participate in Wilson
River conventional oil prospect, situated close to existing infrastructure in
the prolific Cooper Basin in South-West Queensland, Australia, and adjacent to
several producing oil fields. Following the securing of land access and
completion of cultural heritage surveys and drill preparation activities the
Wilson River-1 well spudded on 14 March 2025. The JV partners subsequently
elected to conduct a DST on potential oil zone identified from the drilling
but unfortunately this confirmed the recovery of formation water in the
potential oil zone and as a result the well was plugged and abandoned.
Accordingly, the Company has continued to fully impair the carrying value of
the asset at 30 September 2025.
(b) While the Company will continue to work with its joint venture
partners in reviewing and assessing any further technical and commercial
opportunities as they relate to the Sacramento Basin project, particularly in
light of strong gas prices for gas sales in the region, it has not budgeted
for further substantive exploration expenditure. Whilst the Company maintains
legal title it has continued to fully impair the carrying value of the asset
at 30 September 2025.
(c) In light of current market conditions, little or no work has been
completed on the Riverbend or Eagle Oil projects in the year and no
substantial project work is forecast for either project in 2025/26 whilst the
Company focuses on other projects. Whilst the Company maintains legal title it
has continued to fully impair the carrying value of the asset at 30 September
2025.
Note 4. Convertible Loan Notes
6 Months to 30 September (unaudited) Year Ended
31 March
(audited)
2025 2024 2025
US$'000 US$'000 US$'000
(a) Convertible Loan Note
Opening balance 8,938 7,594 7,594
Costs of finance 600 615 1,210
Foreign exchange loss 304 365 134
Total Convertible Loan Note 9,842 8,574 8,938
(a) In December 2021, the Company announced that it had entered into a
Convertible Loan Note Agreement with a Melbourne-based investment fund (the
"Lender"), pursuant to which the Company issued a convertible loan note to the
Lender and received gross proceeds of £4.0 million (the "Convertible Note").
As announced in May 2022, the Company and the Lender then amended the key
repayment terms of the Convertible Note, which at that time included the right
by the Lender to redeem the Convertible Note within 5 business days of the
announcement of the results of the Jade well at Block 29/11. The face value of
the loan notes was reset to £3.3m with interest to commence and accrue at
£330,000 per calendar month from 1 December 2022. The Convertible Note is
secured by a senior first ranking charge over the Company, including its 8.5%
interest in the Duyung PSC and Mako Gas Field.
In May 2023, it was announced that the Company and the Lender had reached
agreement on amended key terms to the Convertible Note to allow the sales
process for Mako to complete. The key terms of the amendment are as follows:
1. The parties agreed a moratorium of accrual interest on the
Convertible Note until 31 December 2023 - interest then accrued thereafter at
a rate of 20% p.a.;
2. The conversion price on the Convertible Note was reduced from 8p to
2.5p per share;
3. The face value of the Convertible Note was reduced from £5.28m
(accrued to the end of May 2023) to £4.6 million (to be repaid from
Empyrean's share of the proceeds from Mako sell down process); and
4. Empyrean will pay the Lender the greater of US$1.5 million or 15%
of the proceeds from its share in the Mako sell down process.
Note 5. Share Capital
6 Months to 30 September (unaudited) Year Ended
31 March (audited)
2025 2024 2025
US$'000 US$'000 US$'000
5,719,672,441 (2024: 1,294,925,109) ordinary shares of 0.01p each (2024: 0.2p 736 3,441 472
each)
2025 2024 2025
No. No. No.
Fully Paid Ordinary Shares of 0.01p each (2024: 0.2p each) - Number of Shares
At the beginning of the reporting period 3,735,092,441 1,280,801,707 1,280,801,707
Shares issued during the period:
· Placements 1,984,580,000 - 2,430,167,332
· Salary sacrifice shares - 14,123,402 14,123,402
· Advisor shares - - 10,000,000
Total at the end of the reporting period 5,719,672,441 1,294,925,109 3,735,092,441
2025 2024 2025
US$'000 US$'000 US$'000
Fully Paid Ordinary Shares of 0.01p each (2024: 0.2p each) - Value of Shares
At the beginning of the reporting period 472 3,405 3,405
Shares issued during the period:
· Placements 264 - 306
· Salary sacrifice shares - 36 2
· Advisor shares - - 1
· Capital reorganisation - 0.2p to 0.01p per share - - (3,242)
Total at the end of the reporting period 736 3,441 472
The Companies Act 2006 (as amended) abolishes the requirement for a company to
have an authorised share capital. Therefore, the Company has taken advantage
of these provisions and has an unlimited authorised share capital.
Each of the ordinary shares carries equal rights and entitles the holder to
voting and dividend rights and rights to participate in the profits of the
Company and in the event of a return of capital equal rights to participate in
any sum being returned to the holders of the ordinary shares. There is no
restriction, imposed by the Company, on the ability of the holder of any
ordinary share to transfer the ownership, or any of the benefits of ownership,
to any other party.
Share options and warrants
The number and weighted average exercise prices of share options and warrants
are as follows:
6 Months to 30 September 2025 (unaudited) 6 Months to 30 September 2024 (unaudited)
Weighted Average Exercise Weighted Average Exercise
Price Number Price Number
of Options and Warrants Of Options and Warrants
2024 2024 2023 2023
Outstanding at the beginning of the period £0.005 177,000,000 £0.0057 164,833,333
Issued during the period - - - -
Cancelled during the period - - £0.0150 (2,833,333)
Exercised during the period - - - -
Outstanding at the end of the period £0.005 177,000,000 £0.0056 162,000,000
Valuation and assumptions of options and warrants at 30 September 2025
Incentive Warrants Incentive Warrants Incentive Warrants Advisor Warrants Placement Warrants
Number of options remaining 5,000,000 5,000,000 15,000,000 12,000,000 140,000,000
Grant date 29/05/23 29/05/23 4/02/25 13/02/24 13/02/24
Expiry date 30/05/26 30/05/26 31/01/27 26/02/26 26/02/26
Share price £0.010 £0.010 £0.0015 £0.0044 N/A
Exercise price £0.015 £0.020 £0.0012 £0.0025 £0.005
Volatility 100% 100% 100% 94% N/A
Option life 3.00 3.00 2.00 2.00 2.50
Expected dividends - - - - -
Risk-free interest rate 4.45% 4.45% 4.17% 4.68% N/A
The options and warrants outstanding at 30 September 2025 have an exercise
price in the range of £0.0012 to £0.02 (2024: £0.0025 to £0.02) and a
weighted average remaining contractual life of 0.89 years (2024: 1.85 years).
None of the outstanding options and warrants at 30 September are exercisable
at period end.
The options and warrants outstanding at 30 September 2025 have an exercise
price in the range of £0.0012 to £0.02 (2024: £0.0025 to £0.02) and a
weighted average remaining contractual life of 0.89 years (2024: 1.85 years).
None of the outstanding options and warrants at 30 September are exercisable
at period end.
Note 6. Events After the Reporting Date
Significant events post reporting date were as follows:
In November 2025 Empyrean received a Notice of Election of Remedy and Forced
Withdrawal from WNEL. Empyrean reiterates that it is confident in its view
that there was no basis to issue this notice and is taking all necessary
action to defend its position.
In November Conrad and WNEL announced that they have signed an agreement with
Nations, a subsidiary of the Arsari Group, to farm into the development of the
Mako gas field in the Duyung PSC and provide financing for 100% of project
development costs and associated working capital. Refer to Empyrean's
announcement issued via RNS on 19 November 2025 for full details of the
Transaction.
No other matters or circumstances have arisen since the end of the financial
period which significantly affected or could significantly affect the
operations of the Company, the results of those operations, or the state of
affairs of the Company in future financial years.
Note 7. Contingent Liabilities
On 24 August 2024, the Company received a letter of demand from CNOOC's
lawyers, King Wood & Mallesons, in relation to Block 29/11. The letter of
demand alleges, inter alia, that Empyrean has outstanding obligations,
totalling US$12 million, under the relevant Petroleum Contract entered into
with CNOOC and that Empyrean has failed to pay certain amounts that CNOOC
consider due and payable under the Petroleum Contract relating to the
prospecting fee and exploration work. The Company rejects the outstanding
amounts claimed and has responded to the letter of demand requesting
clarification of the basis for the demands made in the letter. At this time,
it is too early for the Company to form any opinion on the merits of any
demands made therein and the Company intends to continue dialogue with CNOOC
and, in line with the provisions of the Petroleum Contract, to settle amicably
through consultation any dispute arising in connection with the performance or
interpretation of any provision of the Petroleum Contract. The Company
received an email from CNOOC on 21 August 2025 which referred to the previous
letter of demand and reiterated CNOOC's position on this matter.
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. END IR FIFETFRLLLIE
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