REG - Georgina Energy PLC - 2025 Audited Final Results
30/06/2025 07:00
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RNS Number : 9352O Georgina Energy PLC 30 June 2025
30 June 2025
Georgina Energy plc
("Georgina Energy", "Georgina" or the "Company")
Audited Final Results for the Year Ended 31 January 2025
Georgina Energy plc is pleased to announce the publication of its audited
results for the year ended 31 January 2025 ("FY 2025"). A copy of the full
annual report and accounts can be found on the Company's website at
www.georginaenergy.com (http://www.georginaenergy.com) and a summary is
outlined in the Appendix.
Highlights:
- Successful RTO of Mining, Minerals and Metals PLC and raise of
£5 million in July 2024
- Significant resource upgrade at Hussar of approx. 20% and
extension of resource area by 50km(2)
- Terms agreed to acquire 100% of Mt Winter from Mosman Oil &
Gas; subject to completion
- 15% increase of helium and hydrogen at Mt Winter following
seismic reprocessing; included identification of further 60km(2) structural
closure
- Outlook:
o Hussar:
§ Formal drilling approval for Hussar expected within weeks following
successful submission of majority of required documentation to DEMIRS;
Environmental Management Plan ("EMP") of expanded area due to be lodged
imminently
§ Subject to formal approval, long lead items will be ordered for Hussar,
along with contractors secured
§ Extension of resource area may provide additional future well target
sites
o Mt Winter:
§ Aboriginal Land Rights Act Agreement from Central Land Council expected
imminently, following which 100% acquisition will be approved
§ Well Management Plan, detailed HSE plan and comprehensive EMP will be
submitted to the Northern Territory Department of Mining and Energy ("NTDME")
§ Identification of second larger target structure within licence area
offers significant future potential to increase production
o The Company is progressing negotiations following the completion of a
detailed review for potential advanced prospects with proven drilled
occurrences of gas with high concentrations of helium, hydrogen and
hydrocarbons under relevant Confidentiality Agreements. These potential
targets are slated for re-entry and development following the completion of
developments at Hussar and Mt Winter.
Anthony Hamilton, Chief Executive Officer of Georgina Energy, commented:
"We are pleased to publish the audited FY 2025 and now look forward to lifting
the suspension of trading subject to FCA approval in the forthcoming days.
Whilst we understand the frustration of the recent suspension, Georgina
continues to focus on multiple workstreams to fulfil obligations for the
Hussar drilling permit approval and completion of the Mt Winter acquisition
along with preparing the re-entry plans for Mt Winter. We look forward to
providing further updates in relation to our efforts and would like to thank
shareholders for their patience and support."
Filing of FY 2025 with the National Storage Mechanism (NSM)
The Company is now working to format the FY2025 accounts into a the iXBRL
format required for filing with the NSM and this workstream has commenced. The
Company anticipates filing FY2025 with the NSM in the forthcoming days and
subsequently requesting the lifting of suspension of the shares to trading by
the Financial Conduct Authority.
Appendix
The Appendix contains the key reports and statements for FY2025. Please refer
to the full annual report with regard to the notes to the accounts.
Enquiries
Georgina Energy
Tony Hamilton via georginaenergy@apcoworldwide.com (mailto:georginaenergy@apcoworldwide.com)
Mark Wallace
Tavira Financial Ltd - Financial Adviser and Joint Broker
Jonathan Evans +44 (0)20 3833 3719 (tel:+442038333719)
Oliver Stansfield
Oak Securities - Joint Broker
Jerry Keen +44 (0)203 973 3678 (tel:+442039733678)
Henry Clarke
Dillon Anadkat
Financial PR
via georginaenergy@apcoworldwide.com (mailto:georginaenergy@apcoworldwide.com)
Violet Wilson +44 (0)203 757 4980
Letaba Rimell
Notes to Editors
Georgina Energy aims to become a leading player in the global energy market
and is focused on establishing itself among the top producers of helium and
hydrogen worldwide. With a strategic approach and leveraging the experienced
management team's expertise, Georgina Energy aims to capitalize on
opportunities in these critical energy sectors.
Georgina Energy has two principal onshore interests held through its wholly
owned Australian subsidiary, Westmarket O&G. The first, the Hussar
Prospect is located in the Officer Basin in Western Australia and Westmarket
O&G holds a 100% working interest in the exploration permit. The second,
the EPA155 Mt Winter Prospect, is located in the Amadeus Basin in the Northern
Territory, which Georgina Energy will hold a 100% working interest on
completion of the purchase agreement with Mosman Oil & Gas.
In line with market demand trends, Georgina Energy is well-positioned to
capitalize on the growing gap between supply and demand for hydrogen and
helium with the resource potential of EPA155 Mt Winter and EP513 Hussar
projects for their potential accumulations.
For more information visit https://www.georginaenergy.com
(https://www.georginaenergy.com/)
Appendix
CHAIRMAN'S STATEMENT
Dear Shareholders,
I have pleasure in presenting the 2025 Annual Report and Accounts of Georgina
Energy Plc (the "Company" or "Georgina") formerly known as Mining Metals and
Minerals Plc ("MMM").
On 30 July 2024 the Company successfully completed the reverse takeover of
Georgina Production Ltd formerly known as Georgina Energy Plc, raising gross
proceeds of £5.0 million and was readmitted to the London Stock Exchange
adopting the name of the target company. The listing code of the Company was
changed to GEX.
Georgina Production ltd is an early-stage resource company with a strategy of
actively pursuing the exploration, commercial development and monetisation of
helium, hydrogen and hydrocarbon interests located in the Amadeus and Officer
Basins in Northern and Western Australia.
Over the past twelve months, we have continued to advance our exploration
strategy with focus, discipline, and a clear commitment to delivering
long-term shareholder value in a challenging and rapidly evolving energy
landscape.
Strategic Progress
Georgina Production Ltd is still at the pre-revenue stage of its lifecycle,
but 2025 has been a year of meaningful progress in laying the foundation for
future value creation. Our technical teams have made strong headway in
de-risking our high-potential gas assets in Western Australia, with seismic
interpretation, geotechnical analysis, and environmental studies moving us
closer to drill-ready status and towards obtaining the exploration licence in
the Northern Territories.
Traditional gas suppliers invest significantly in infrastructure to extract
and store gas resources. Georgina's key difference is to sell its gas from the
well head having executed a non-binding off-take agreement. The sale of raw
gas at the well head would mitigate infrastructure cost exposure, which become
the responsibility of the Off taker.
Post period end the Company successfully agreed terms to acquire 100% of the
share capital of the company holding with a 100% working interest in Mt Winter
EPA 155, paid the required deposit post year end and is now subject to
completion.
A resource upgrade study was commissioned for Hussar EP513, resulting in an
overall increase of approximately 20% across the main commodities; BCFG 196
Helium, BCFG 218 Hydrogen and BCFG 2,030 Hydrocarbons. This increase has also
resulted in an increase in the exploration footprint of approximately 50km2
(refer RNS dated 17 October 2024 and 10 January 2025).
Further works were conducted at Hussar with a scoping study completed by an
Independent qualified consulting group which confirms the viability of a
commercial gas field development at Hussar, capable of producing helium,
hydrogen, LNG and argon.
The Company has completed initial site operations at Hussar and is currently
completing its various reporting obligations including but not limited to the
Environmental Impact Study (EIS2) to seek drilling approval.
Financial Stewardship
As a pre-revenue company, maintaining financial discipline is paramount.
Throughout the period, we managed our capital prudently, ensuring that funds
were deployed effectively to advance core technical and regulatory workstreams
while keeping our cost base lean.
At period-end, the Group held a cash balance of £1.2 million, following a
successful capital raise in July 2024, which was strongly supported by both
institutional and retail investors. This funding has provided the resources
necessary to progress our planned drilling program and maintain momentum
through 2025.
Market Position and Outlook
We remain confident in the long-term demand for natural gas, particularly as a
key enabler of energy transition in both domestic and regional markets. Our
asset portfolio is strategically located in a region with supportive
infrastructure and growing demand, offering a strong potential pathway to
commercialization.
Looking ahead, our primary focus is on delivering our maiden drilling campaign
at Hussar - a key milestone that could unlock significant value. Discussions
with potential off-take parties continue to progress, and we remain open to
strategic partnerships that can accelerate our path to development while
managing risk and capital exposure.
Governance and ESG Commitment
We are committed to high standards of corporate governance, transparency, and
environmental responsibility. During the period, we began implementing
frameworks that will support responsible operations as we transition from
exploration to development.
In all our activities, we engage respectfully with local communities and
stakeholders, ensuring that our presence brings shared value and long-term
benefit to host regions.
Closing Remarks
While we have not yet achieved commercial production, we are steadily building
the foundations of a company capable of delivering long-term value in a
low-carbon future. I would like to thank our shareholders for their continued
belief in our vision, our partners for their collaboration, and our dedicated
team for their resilience and commitment.
2025/26 financial year will be pivotal for Georgina Energy, and I look forward
to updating you on our progress as we take the next steps in our journey.
Peter Bradley
Chairman
27 June 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GEORGINA ENERGY PLC
Opinion
We have audited the financial statements of Georgina Energy Plc (the 'parent
company' or 'company') and its subsidiaries (the 'group') for the period ended
31 January 2025 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated
Statements of Changes in Equity, the Consolidated Statement of Cash Flows, the
Company Statement of Financial Position, the Company Statements of Changes
in Equity, the Company Statement of Cash Flows and notes to the financial
statements, including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
UK-adopted international accounting standards and as regards the parent
company financial statements, as applied in accordance with the provisions of
the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state of
the group's and of the parent company's affairs as at 31 January 2025 and of
the group's loss for the period then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly prepared
in accordance with UK-adopted international accounting standards and as
applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that
the group and parent company is at present reliant on the continued support of
its directors and lenders, which has been confirmed, as well as the support of
other external creditors in not seeking immediate repayment of liabilities due
in the ordinary course of business. There is a need to secure further
financing in order to continue to progress the exploration projects and to
meet its ongoing working capital needs as they fall due.
Whilst, based on the positive results from the initial exploration activities
to date, successful fundraises and continued support from directors, lenders
and creditors in the past, management is confident that they can secure the
required funding, there is no guarantee that such funding would be secured
within the required timelines. As stated in Note 2, these events or conditions
indicate that a material uncertainty exists that may cast significant doubt on
the group's and parent company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors' assessment of the group's and parent
company's ability to continue to adopt the going concern basis of accounting
included:
· reviewing management's assessment of going concern and discussing with
management the future strategic plans of the group and sources of funding that
are expected to be available, as well as available paths for cash
preservation;
· reviewing management-prepared cash flow forecasts up to 31 October 2026,
including confirmation of mathematical accuracy, and assessing their
reasonableness through reference to current period actual financial
information;
· obtaining corroborative evidence for, and providing appropriate
challenge to, the key assumptions and inputs used in the cashflow forecast;
· reviewing stress testing of the cash flow forecast prepared by
management based on reasonably possible scenarios;
· reviewing the adequacy and completeness of disclosures surrounding going
concern in the financial statements; and
· reviewing and corroborating post balance sheet events in relation
to the group's and parent company's ability to raise funds and any impact on
the assumptions used in the forecast.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
For the purposes of determining whether the financial statements are free from
material misstatement, we define materiality as a magnitude of misstatement,
including omission, that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be
changed, or influenced. We have also considered those misstatements including
omissions that would be material by nature and would impact the economic
decisions of a reasonably knowledgeable person based on our understanding of
the business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course
of audit, and in evaluating the effect of misstatements. Materiality is used
to determine the financial statements areas that are included within the scope
of our audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess
the extent of testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
The materiality applied to the group financial statements was set at £63,900.
This was calculated based on 2% of net assets as per the draft group financial
statements. The benchmark used is the one which we determined, in our
professional judgment, to be the principal benchmark within the group
financial statements relevant to shareholders of the group in assessing
financial performance of the group as the focus is on the net investment in
the business driving the exploration activities.
The materiality applied to the parent company financial statements was set at
£37,700. This was initially calculated based on 2% of net assets as per the
draft parent company financial statements but limited to 59% of group
materiality due to audit aggregation risk.
The performance materiality for the group financial statements was set at
£44,000 and the parent company financial statements was set at £26,400 being
70% of materiality for the financial statements as a whole respectively. The
threshold was considered appropriate in light of the current size and level of
complexity of the group and the parent company, and our assessment of inherent
risk.
In determining materiality and performance materiality, we considered the
following factors:
· our cumulative knowledge of the group and parent company and
their environment;
· the change in the level of judgement required in respect of the
key accounting estimates;
· significant transactions during the period;
· the stability in key management personnel; and
· the level of misstatements identified in prior periods.
For each component in the scope of our group audit, we allocated a performance
materiality based on the relative significance of each component to the group
and aggregation risk. The range of performance materiality allocated across
components was between £22,000 and £35,200.
We agreed with the Audit Committee that we would report on the misstatements
identified during our audit above £3,000 for the group financial statements
and £2,640 for the parent company financial statements as well as
misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
Due to audit and management adjustments, the materiality benchmark reduced
significantly from that communicated at the planning stage. As a result, the
revised overall group material and parent company material was reduced to
£30,000 and £18,000 respectively.
We re-assessed all the areas wherein testing could have been affected by the
reduced level of materiality. Based on the assessment, we were able to
determine that the audit evidences obtained through the current audit
procedures were sufficient and appropriate to provide a reasonable basis for
our opinion.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at
greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size. In
designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. We tailored the
scope of our audit to ensure that we performed sufficient work to be able to
give an opinion on the financial statements, considering the structure of the
group.
The group includes the listed parent company, Georgina Energy Plc ('GEP') in
the United Kingdom, and its subsidiaries - Georgina Production Limited ('GPL')
in the United Kingdom and Westmarket Oil & Gas Pty Ltd ('WMOG') in
Australia.
The scope of our audit was based on the significance of component's operations
and materiality. Each component was assessed as to whether they were
significant or not to the group by either their size or risk. Based on the
assessment, we have undertaken a full scope audit on all the 3 components.
The group's key accounting function is based in the United Kingdom and
Australia and our audit was performed by our team in London with regular
contact maintained with the group throughout.
In designing our audit approach, we considered those areas which were deemed
to involve significant judgement and estimation by the directors, such as the
key audit matter surrounding the recoverability of the carrying value of
investments in and advance to subsidiaries, accounting of reverse takeover and
classification and valuation for convertible loan notes. Other judgemental
areas related to management assessment of going concern and the carrying value
of value added tax liability. We also addressed the risk of management
override of controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement due to
fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to
going concern section of our report, we have determined the matter described
below to be the key audit matter to be communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying value of investment in and advance to subsidiaries (company only)
Refer Note C4 and 2
During the period, the parent company made investment in subsidiaries Our work in this area included but not limited to:
amounting to £7.19m and provided advance to subsidiaries amounting to £4.87m
to fund working capital requirement.
· Obtaining an understanding of management's process and controls
in relation to impairment assessment;
The subsidiaries hold an exploration permit for the Hussar project and right
to earn up to 90% of interest in the exploration permit subject to certain
performance conditions over the Mt Winter project.
· Reviewing management's accounting for the investment and advance
in/to subsidiaries under IAS 27-Separate Financial Statements and IFRS 10-
Consolidated Financial Statements;
The advance to the subsidiary was accounted under IAS 27- Separate Financial
Statements.
· Obtaining underlying documentation to confirm ownership;
Management performed impairment assessment over the carrying value of
investment in and advance to subsidiaries in line with IAS 36- Impairment of
Assets. This assessment involves use of estimates and judgements by the · Obtaining and reviewing management's impairment assessment and
management and may result in inaccurate carrying values due to management challenging key estimates and assumptions used therein;
bias.
· Reviewing board minutes and Regulatory News Service announcements
for any discussion impacting the carrying value of investments; and
This has been identified as a key audit matter as
· Reviewing disclosures in the financial statements to ensure
compliance with the relevant accounting standards.
1) the balances are material to the financial statements; and
Based on the audit procedures performed, we found the carrying value to be
2) there are significant estimates and judgements involved in appropriate and the judgements and estimates applied by the management were
management's assessment which is susceptible to misstatement due to management reasonable. However below instances may result in impairment in future.
bias.
Approval of exploration permit for Mt. Winter
The parent company expects to recover it investments through successful
implementation of projects. Currently the Mt. Winter project is subject to
exploration permit. The group is in discussion to finalise the Land Council
Agreement and post which it can apply for the permit. However the approval of
such a permit is at the discretion of the minister. If the permit is not
granted, this may lead to an impairment of the carrying value as the parent
company may not be able to continue with exploration activities to derive
expected benefits
Accounting for Reverse Takeover ("RTO") (group) Refer Note 18 and 2
On 30 July 2024, the parent company acquired 100% of the share capital in Our work in this area included:
Georgina Production Limited (formerly Georgina Energy Plc) under a reverse
takeover.
Reviewing the purchase agreement to ensure the consideration calculated is in
accordance with the legal agreements and accounting standards;
This has been identified as a key audit matter for the following reasons:
Reviewing management's RTO paper and fair value assessment and obtaining
1) the material nature of the transaction and the material supporting documentation around the fair value assessment to challenge the
balances arising on account of such transaction- share based payment expense key assumption used therein;
and reverse merger reserve,
Recalculating share based payment expense recognised on reverse acquisition
2) the risk of incorrect accounting treatment resulting in and reverse acquisition reserve on consolidation; and
material misstatements in the financial statements, and
· Reviewing disclosures in the financial statements to ensure
3) the significant estimates and judgements involved in compliance with the relevant accounting standards.
management's assessment of fair value purchase consideration and net assets
acquired .
Based on the audit work performed and noted above, we have not noted any
issues with the accounting treatment.
Classification and valuation of convertible loan notes (group and company)
Refer Note 2 and 11
The parent company entered into transfer and loan amendment agreement with Our work in this area included but not limited:
Westmarket Corporation Pty Ltd on 11 July 2024 as part of the acquisition of
Georgina Production Limited.
· Obtaining and reviewing the convertible loan note agreement
including any subsequent amendments to understand the key terms;
The loan gives the option to the borrower to convert the loans into ordinary
equity shares at specified conversion price.
· Obtaining and evaluating management's assessment of the
classification of the instrument accordance with IAS 32-Financial Instruments:
There is a risk that the classification and valuation of the convertible loan Presentation;
notes is not in accordance with the requirements of IAS 32-Financial
Instruments: Presentation and IFRS 13-Fair Value Measurement and may result in
inaccurate classification and valuation due to management bias.
· Obtaining management's valuation of the convertible loan notes
and evaluating the key inputs and assumptions used within the model, providing
appropriate challenge through engaging internal valuations team as auditor's
This has been identified as a key audit matter as expert; and
1) the balance is material to the financial statements; and · Considering the appropriateness of disclosures included in the
financial statements.
2) there are significant estimates and judgements involved in
management's assessment which is susceptible to incorrect classification and Based on the audit procedures performed, we found the classification and
valuation of convertible loan notes due to management bias. valuation to be appropriate and the judgements and estimates applied by
management were reasonable.
Prior period adjustments (Group only) Refer note 19
During the period, the company acquired Georgina Production Limited Our work in this area included
('GPL')and Westmarket Oil & Gas Pty Ltd('WMOG')
1) Enquiring with the management on the process of recharge and book
Prior to acquisition, all the expenses of GPL and WMOG were funded by their keeping
investor, Westmarket Corporation Pty Ltd ('WMC') but were not recharged in the
correct accounting periods. Note that all entities are under common control.
As part of the acquisition, the expenses paid for by WMC were invoiced to the
respective entities in the current period. These expenses were therefore 2) Reviewing management's impact assessment and challenging management on
accounted for in the incorrect accounting period. the reasonableness of the approach to ensure coverage and completeness
Further it was noted that GPL and WMOG had incorrectly accrued certain 3) Reviewing management's adjustment and corroborating it against
expenses in previous periods. supporting documentation.
4) Reviewing the actual booking of the adjustments to ensure they are
booked to correct period, entity and general ledger codes
This was considered to be a key audit matter due to the material nature of the
transactions involving related parties and the significant time spent by the
audit team in gaining sufficient evidence of the corrections made.
5) Reviewing adequacy of the disclosure in the financial statements
As a result of the above, prior year accounts were restated.
Based on our audit procedures, the expenses during the period and accruals and
creditor balances as at period end post adjustments appear to be reasonable.
Other information
The other information comprises the information included in the Annual Report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements and the part of the
directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· the part of the directors' remuneration report to be audited has
not been properly prepared in accordance with the Companies Act 2006; or
· a corporate governance statement has not been prepared by the
parent company; and
· we have not received all the information and explanations we
require for our audit
Responsibilities of directors
As explained more fully in the directors' Responsibility Statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group's and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and parent company and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management,
industry research, and experience of the sector.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from
o UK Listing Rules;
o Disclosure Guidance and Transparency Rules;
o UK Companies Act 2006;
o UK income tax and employment laws;
o Local company, taxation and employment laws and regulations applicable in
Australia;
o Mining industry regulations in Australia;
o General Data Protection Regulations; and
o Anti-bribery regulations.
The audit team remained alert to instance of non-compliance with laws and
regulations throughout the audit.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o Making enquiries of management;
o Reviewing Board minutes;
o Obtaining confirmation from group's company secretary and directors on
compliance with laws and regulations;
o Reviewing the nature of legal and professional fees;
o Reviewing Regulatory News Service announcements; and
o Reviewing post balance sheet events.
· We also considered the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias existed in relation to the
recoverability of the carrying value of investment in and advance to
subsidiaries, determination of purchase consideration in respect of reverse
takeover accounting and valuation of convertible loan note . We addressed this
by challenging the judgements made by management when auditing these
significant accounting judgements (refer to the key audit matter section).
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business
· Our review of non-compliance with laws and regulations
incorporated the listed parent company and material components. The risk of
actual or suspected non-compliance was not sufficiently significant to our
audit to result in our response being identified as a key audit matter.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 17 October 2024 to audit the
financial statements for the period ending 31 January 2025 and subsequent
financial periods. This is our first period of appointment as statutory
auditors.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit
Committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Timothy Harris (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor
London E14 4HD
27 June 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 31 January 2025
Continuing operations 9 months Period ended Restated
31 January 2025 Year ended
30 April
2024
£ £
Note
Administrative expenses 4 (953,263) (331,714)
Project expenses (770,340) 20,839
Operating profit (1,723,603) (310,875)
Other income - 14,529
Finance income 19,895 -
Finance costs 5 (1,705,059) (775,102)
Share based payments on reverse acquisition 18 (2,415,663) -
Fair value movement - derivative liability 419,235 -
Foreign exchange (35,274) -
Loss before taxation (5,440,469) (1,071,448)
Income tax 6 - -
Loss after taxation (5,440,469) (1,071,448)
Other comprehensive income and expenses
Foreign exchange different on translation of subsidiary 29,094 45,992
Total comprehensive loss for the period attributable to the owner (5,411,375) (1,025,456)
Loss per share
Basic and diluted (pence per share) 16 (3.92) (0.55)
The notes to the financial statements on pages 42-72 form an integral part of
these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 January 2025
The notes to the financial statements
on pages 42-72 form an integral part of these financial statements.
Note 31 January 2025 Restated Restated
30 April 2024 1 May 2023
£ £ £
ASSETS
Current assets
Trade and other receivables 7 385,689 18,325 12,264
Cash and cash equivalents 1,215,874 2,758 2,506
Total current assets 1,601,563 21,083 14,770
Non-current assets
Right of use assets 8 21,814 39,334 64,095
Total non-current assets 21,814 39,334 64,095
Total assets 1,623,377 60,417 78,865
EQUITY
Equity Attributable to Owners of the company
Share capital 9 4,851,362 2,806,543 2,806,543
Share premium 9 3,890,372 - -
Merger Reserve 9 1,950,000 - -
Reverse acquisition reserve 18 (3,857,674) - -
Share based payment reserve 9 619,349 - -
Shares to issue reserve 18 3,937,500 - -
Foreign exchange reserve 132,994 103,899 57,907
Retained earnings (13,033,153) (7,592,684) (6,521,237)
Total equity (1,509,250) (4,682,242) (3,656,787)
LIABILITIES
Current liabilities
Trade and other payables 10 1,231,792 1,752,141 1,261,782
Borrowings 11 969,184 2,165,760 1,390,659
Lease liability 20,175 39,334 23,435
Total current liabilities 2,221,151 3,957,235 2,675,876
Non-current liabilities
Derivative liability 11 83,288 - -
Borrowings 11 828,188 785,424 1,018,723
Lease liability - - 41,053
Total non-current liabilities 911,476 785,424 1,059,776
Total liabilities 3,132,627 4,742,659 3,735,652
TOTAL EQUITY AND LIABILITIES 1,623,377 60,417 78,865
The financial statements of Georgina Energy plc, formerly known as Mining,
Minerals and Metals Plc (registered number 08377465) were approved by the
Board of Directors and authorised for issue on 27 June 2025.
They were signed on its behalf by:
Anthony Hamilton
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period to 31 January 2025
Share capital Share premium Retained earnings Other reserves Total equity
£ £ £ £ £
Balance at 30 April 2023 2,806,543 - (6,293,297) 57,907 (3,428,847)
Prior year adjustment (note 19)
- - (227,940) - (227,940)
Restated at 30 April 2023 2,806,543 - (6,521,237) 57,907 (3,656,787)
Total comprehensive loss for the year - - (1,205,325) - (1,205,325)
Impact of foreign exchange gains and losses - - - 45,992 45,992
Balance at 30 April 2024 2,806,543 - (7,726,562) 103,899 (4,816,120)
Prior year adjustment (note 19)
- - 133,878 - 133,878
Restated at 30 April 2024 2,806,543 - (7,592,684) 103,899 (4,682,242)
Total comprehensive loss for the year - - (5,440,469) - (5,440,469)
Impact of foreign exchange gains and losses - - - 29,094 29,094
Total comprehensive incomed - - (5,440,469) 29,094 (5,411,375)
Transactions with owners
Recognition of Georgina Energy plc equity at acquisition date (note 18) (1,186,043) 406,167 - 2,029,826 1,249,950
Issue of shares 2,912,920 3,254,532 - - 6,167,452
Issue of warrants (104,168) - 619,349 515,181
Exercise of warrants in the year 317,942 333,841 - - 651,783
Total transactions with owners 2,044,819 3,890,372 - 2,649,175 8,584,366
Balance at 31 January 2025 4,851,362 3,890,372 (13,033,153) 2,782,170 (1,509,250)
The notes to the financial statements on pages 42-72 form an integral part of
these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED
for the period to 31 January 2025
Other Reserves RTO reserve Merger reserve Share based payment reserve Shares to issue reserve Foreign exchange translation reserve Total
£ £ £ £ £ £
Balance at 30 April 2023 - - - - 57,907 57,907
Impact of foreign exchange gains and losses - - - - 45,992 45,992
Balance at 30 April 2024 - - - - 103,899 103,899
Impact of foreign exchange gains and losses - - - - 29,094 29,094
Total comprehensive incomed - - - - 29,094 29,094
Transactions with owners
Recognition of Georgina Energy plc equity at acquisition date (note 18) (3,857,674) 1,950,000 - 3,937,500 - 2,029,826
Issue of warrants - - 619,349 - - 619,349
Total transactions with owners (3,857,674) 1,950,000 619,349 3,937,500 - 2,649,175
Balance at 31 January 2025 (3,857,674) 1,950,000 619,349 3,937,500 132,994 2,782,170
CONSOLIDATED STATEMENT OF CASHFLOWS
for the period to 31 January 2025
9 months Period ended Restated
31 January Year ended
2025 30 April
£ 2024
£
Cash flows from operating activities
Loss before taxation (5,440,469) (1,071,448)
Depreciation 17,520 24,761
Finance costs 538,096 -
Share-based payments finance costs 1,166,964 -
Share-based payments on RTO 2,415,663 -
Equity settled transactions 462,481 -
Fair value change - derivative liabilities (419,235) -
Decrease/(Increase) in receivables (289,439) (6,062)
(Decrease) / increase in payables (1,050,405) 490,361
Unrealised foreign exchange 26,851 45,992
Net cash outflow from operations (2,571,973) (516,396)
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs 4,403,875 -
Proceeds of new borrowings, as received net of associated fees - 451,802
Repayment of borrowings including interest (609,626) -
Lease liability payments (19,159) (25,154)
Net cash inflow from financing activities 3,775,090 516,648
Cash inflows from investing activities
Cash acquired from RTO 10,000 -
Net cash inflow from investing activities 10,000
Net increase in cash and cash equivalents 1,213,117 252
Cash and cash equivalents at the beginning of year 2,758 2,506
Cash and cash equivalents at end of period 1,215,875 2,758
There are no items of other comprehensive income included in the financial
statements.
The notes to the financial statements on pages 42-72 form an integral part of
these financial statements.
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