REG - Georgina Energy PLC - Interim Results
31/10/2024 07:15
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RNS Number : 3879K Georgina Energy PLC 31 October 2024
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF (A) ARTICLE
7(1) OF UK MAR IN SO FAR AS IT RELATES TO ORDINARY SHARES ISSUED BY GEORGINA
ENERGY PLC
31 October 2024
Georgina Energy plc (formerly "Mining, Minerals & Metals plc")
Interim Results for the Six Months Ended 31 July 2024
Georgina Energy plc ("Georgina" or the "Company") is pleased to present its
unaudited financial statements for the 6 months ended 31 July 2024 ("2024
Interim Financial Statements").
Chairman's Statement
I have pleasure in presenting the 2024 Interim Financial Statements of
Georgina Energy Plc.
The Company successfully completed the reverse takeover and it's admission on
the Equity Shares (Transition) category of the official list and main market
of the London Stock Exchange on 30 July 2024 having successfully raised a
total of £5,000,000.
In the 3 months since relisting, the Company has been actively pursuing its
agenda set out in the Prospectus dated 11 July 2024.
EP513 Hussar
1. The Company has commenced applications for the approval of a
drilling permit at EP513 Hussar and engaged contractors (Aztech Well
Construction) to undertake the re-entry of the Hussar 1 Well.
2. Seismic data made available to the Company by DEMIRS has provided a
basis for more detailed seismic mapping results and better seismic sections
through the well resulting in an overall increase of approximately 20%
unrisked 2U Prospective (Recoverable) Resource estimate at Hussar.
Units Updated Estimate Original CPR
1U 2U 3U 1U 2U 3U
EP 513 Hussar Prospect
Helium BCFG 6.59 185 2,561 6.22 155 2,046
Hydrogen BCFG 1.43 205 3,130 1.35 173 2,501
Hydrocarbons BCFG 104 1,909 15,082 100 1,750 13,000
3. The Executive Directors and Management will be on site together
with the Company's contractors in November 2024 to undertake a site inspection
ahead of the site preparation works and drilling program to commence in
December 2024.
EPA155 Mt Winter
1. Westmarket Oil & Gas Pty Ltd, has received a formal request as
the operator of the Westmarket /Oilco Farmin partnership to meet the
Traditional Aboriginal Landowners to present the company's plans for the
exploration, development and re-entry at EPA155 Mt Winter.
The Company will seek the consideration of the traditional aboriginal
landowners to the granting of the exploration permit EPA155. Should the
traditional landowners consent, the Company will expedite its commitments
under the farm-in agreement to earn its initial 75% interest.
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.
Peter Bradley
Chairman
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 in the Amadeus Basin in the Northern
Territory, which Georgina Energy has a right to earn an initial 75 per cent.
interest in (with the potential to reach 90 per cent.).
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/)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 31 July 2024
For six months ended For six
31 July 2024 (unaudited) months ended
31 July 2023 (unaudited)
£ £
Note
Project costs (116,065) (262,817)
Administrative expenses (2,785,052) (684,003)
Operating loss (2,901,117) (946,820)
Finance income 133 84
Finance costs (402,941) (830)
Loss before taxation (3,303,925) (947,566)
Income tax - -
(3,303,925) (947,566)
Loss after taxation
Other comprehensive income
Foreign exchange gain/(loss) on translation of overseas subsidiaries 9,892 (333,765)
Total Comprehensive loss (3,294,033) (1,281,331)
Earnings per share (pence) 7 (9.91) (2.92)
The accompanying notes form an integral part of the financial information.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 July
2024
Note At 31 July 2024 (unaudited) At 31 July 2023 (unaudited) At 31 January 2024 (unaudited)
£ £ £
ASSETS
Non-current assets
Right of use assets - 50,102 44,137
Total Non-current assets - 50,102 44,137
Current assets
Cash and cash equivalents 287,315 7,337 7,463
Trade and other receivables 9 4,272,366 52,237 37,801
4,599,681 59,574 45,264
Total assets 4,599,681 109,676 89,401
EQUITY
Equity Attributable to Owners of the company
Share capital 8 4,504,420 1,620,500 1,620,500
Share premium 5,842,630 2,356,167 2,356,167
Merger reserve (4,380,957) (4,380,957) (4,380,957)
Share based payments reserve 507,108 - -
Shares to issue reserve 3,937,500 3,937,500 3,937,500
Currency translation reserve (44,494) (363,198) (54,386)
Retained earnings (12,473,330) (7,411,879) (9,169,405)
Total equity (2,107,123) (4,241,867) (5,960,581)
LIABILITIES
Non-current liabilities
Long-term borrowings 1,571,359 2,283,263 2,722,166
Lease liabilities 22,890 27,904 22,389
Total non-current liabilities 1,594,249 2,311,167 2,744,555
Current liabilities
Borrowings 1,144,143 59,094 233,134
Lease liabilities - 22,970 23,568
Trade and other payables 3,928,412 1,958,312 2,778,725
Total current liabilities 5,072,555 2,040,376 3,035,427
Total liabilities 6,666,804 4,351,543 5,779,982
TOTAL EQUITY AND LIABILITIES 4,559,681 109,676 89,401
The accompanying notes form an integral part of the financial information.
This report was approved by the board and authorised for issue on 30 October
2024 and signed on its behalf by:
Peter Bradley - Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 31 July 2023
Share capital Share premium Merger reserve Share based payments reserve Shares to issue reserve Currency translation reserve Retained earnings reserve Total
£ £ £
£ £ £ £ £
As at 1 February 2023 320,500 406,167 - - - - (715,524) 11,125
Adjustment for reverse merger accounting 1,300,000 1,950,000 (4,380,957) - 3,937,500 (29,433) (5,748,771) (2,971,661)
As at 1 February 2023 - adjusted 1,620,500 2,356,167 (4,380,957) - 3,937,500 (29,433) (6,464,313) (2,960,536)
Loss for the period - - - - - - (947,566) (947,566)
Exchange differences on overseas subsidiaries - - - - - (333,765) - (333,765)
Total comprehensive income - - - - - (333,765) (947,566) (1,281,331)
As at 31 July 2023 1,620,500 2,356,167 (4,380,957) - 3,937,500 (363,198) (7,411,879) (4,241,867)
The accompanying notes form an integral part of the financial information.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 31 July 2024
Share capital Share premium Merger reserve Share based payments reserve Shares to issue reserve Currency translation reserve Retained earnings reserve Total
£ £ £
£ £ £ £ £
As at 1 February 2024 1,620,500 2,356,167 (4,380,957) - 3,937,500 (54,386) (9,169,405) (5,690,581)
Loss for the period - - - - - - (3,303,925) (3,303,925)
Exchange differences on overseas subsidiaries - - - - - 9,892 - 9,892
Total comprehensive income - - - - - 9,892 (3,303,925) (3,294,033)
Transactions with shareholders
Allotment of ordinary shares 2,883,920 3,590,630 - - - - - 6,474,550
Issue of warrants - (104,167) - 507,108 - - - 402,941
Total Transactions with shareholders 2,883,920 3,486,463 - 507,108 - - - 6,877,491
As at 31 July 2024 4,504,420 5,842,630 (4,380,957) 507,108 3,937,500 (44,494) (12,473,330) (2,107,124)
The accompanying notes form an integral part of the financial information.
CONSOLIDATED STATEMENT OF CASHFLOWS
for the period ended 31 July 2024
Six months Six months ended
ended 31 July 2023 (unaudited)
31 July 2024 (unaudited)
£ £
Loss before tax (3,303,925) (947,566)
Adjustments for
Share based payments 402,941 -
Equity settled expenses 225,000 -
(Increase) / decrease in receivables (41,530) 44,419
Increase / (decrease) in payables 1,159,579 456,440
Depreciation & amortisation 44,137 25,305
Net cashflows from operating activities (1,513,798) (421,402)
Cashflows from financing activities
Payment of lease liabilities (23,067) (102,210)
Proceeds of borrowings 1,389,252 479,786
Issue of shares 427,465 -
Net cashflows from financing activities 1,793,650 377,576
Net increase / (decrease) in cash and cash equivalents in the period 279,852 (43,826)
Cash and cash equivalents at the beginning of the period 7,463 51,163
Cash and cash equivalents at the end of the period 287,315 7,337
The accompanying notes form an integral part of the financial information.
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was incorporated on 28 January 2013 in England and Wales as a
limited company, limited by shares and with Registered Number 08377465 under
the Companies Act 2006. The Company's registered office address is 167-169
Great Portland Street, Fifth Floor, London, W1W 5PF, United Kingdom.
On 30 July 2024, the Company completed the acquisition of the then named
company Georgina Energy plc (since renamed Georgina Production Limited) in a
share for share transaction constituting a reverse takeover under the listing
rules. The compinged Group was readmitted to the trading on the London Stock
Exchange Main market on 30 July 2024.
The Combined Group, via the Company's subsidiary undertakings, holds
exploration licences and entitlements to acquire an interest in exploration
licences in Australia specifically targeting helium, hydrogen and natural gas.
Other than the Directors the company did not have any staff.
2. ACCOUNTING POLICIES
Basis of preparation
The principal accounting policies adopted by the Group in the preparation of
the Company Financial Information are set out below.
The financial statements have been prepared in accordance with Uk adopted
International Accounting Standards and IFRIC interpretations ("IFRS") and the
requirements of the Companies Act applicable to companies reporting under
IFRS.
The Group Financial Information has been presented in Pounds Sterling, being
the functional currency of the Company. The Group includes subsidiaries
whose functional and reporting currency is Australian Dollars, giving rise to
a currency translation reserve on translation of the assets, liabilities,
reserves and performance for the period into the Group reporting currency on
consolidation.
The preparation of the 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 Company's
accounting policies. The Company'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 Company financial statements
are disclosed in the audited annual report for the year ended 31 January 2024
and are available on the Company's website.
In the opinion of the management, the interim unaudited financial information
includes all adjustments considered necessary for fair and consistent
presentation of this financial information. The interim unaudited financial
information should be read in conjunction with the Company's audited financial
statements and notes for the year ended 31 January 2024.
Acquisition of Subsidiary in the Period
On 30 July 2024, the Company acquired 100% of the shares in issue of Georgina
Energy plc (thereafter renamed "Georgina Production Limited") for the
allotment of new shares in the Company to the vending shareholders of the
acquired entity. Under the listing rules, the transaction constituted a
reverse takeover.
It is the opinion of the directors that, at the date of the above transaction,
neither the Company nor the acquired subsidiaries met the definition of a
"business" under IFRS 3 and therefore that the transaction is outside the
scope of the standard and cannot be accounted for as a business combination.
Where the parties to an acquisition fail to satisfy the definitions of a
business as defined by OFRS 3, management have decided to adopt a "merger
accounting" method of consolidation as the most relevant method to be used.
The approach adopted by the Group in applying merger accounting is as follows:
· 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;
· Comparative periods are restated from the beginning of the
earliest comparative period presented based on the assumption that the
companies have always been combined;
· All pre-acquisition accumulated losses of the legal acquiree are
assumed by the Group as if the companies have always been combined;
· All the share capital and share premium of the companies included
in 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 share capital, premium and shares to issue reserves
are restated at the preceding reporting date to reflect the value of the new
shares and reserves that would have been created 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 reporting period that increase
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.
Going Concern
On 30 July 2024, the Company completed the acquisition of Georgina Energy plc
(subsequently named "Georgina Production Limited") resulting in the combined
group holding exploration licences in Australia, specifically targeting
helium, hydrogen and natural gas. As part of the readmission process, the
Company undertook an institutional placing of new shares for £5 million
before expenses, which the directors have determined is sufficient to fund the
near term exploration work program for the licences, as well as meet the
working capital requirements of the business over this period.
The directors have further considered that, to the extent further funding is
required for the business to continue meeting its obligations as they fall
due, the Company retains the capacity to undertake further institutional
fundraising activity, either through the placing of further ordinary shares or
entering into potential debt arrangements, such that the directors are
satisfied that the Group will be able to continue to meet its financial
obligations for the foreseeable future.
As a consequence, the directors are satisfied that the production of these
financial statements on the going concern basis is justified and appropriate.
3. DIRECTORS' EMOLUMENTS
Directors emoluments during the period has been as follows:
Director Appointment/Resignation date 6m to 31 July 2024 6m to 31 July 2023
£ £
Peter Bradley Appointed 30-7-24 - -
Robin Fryer Appointed 30-7-24 - -
Anthony Hamilton Appointed 30-7-24 - -
John Heugh Appointed 30-7-24 - -
Mark Wallace Appointed 30-7-24 - -
Johnny Smith Resigned on 30-7-24 20,000 -
Kay Asare Bedlako Resigned on 30-7-24 20,000 -
Mike Stewart Resigned on 30-7-24 60,000 -
Roy Pitchford 100,000 -
Total Directors emoluments 200,000 -
Directors' remuneration charged in the current period is for settlement of
fees relating to services over a period of approximately three years during
which no accrual had been charged for such fees due to the lack of operational
activity over this time.
4. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash
and various items such as trade payables, which arise directly from
operations. The Company does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: credit
risk and liquidity risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Company's financial performance.
(a) Credit risk
The Company does not have any major concentrations of credit risk related to
any individual customer or counterparty.
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the
Company ensures it has adequate resource to discharge all its liabilities. The
directors have considered the liquidity risk as part of their going concern
assessment.
Fair values
Management assessed that the fair values of cash trade payables and other
current liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments.
5. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Company consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
6. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash
equivalents, prepayments and other receivables, trade and other payables,
borrowings and lease liabilities. The Company does not use financial
instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
31 July 31 July 31 January 2024
2024 2023 £
£ £
Financial assets
Trade and other receivables 4,272,366 52,237 37,801
Cash and cash equivalents 287,315 7,337 7,463
Total financial assets 4,559,681 59,574 45,264
Financial liabilities measured at amortised cost
Trade and other payables 3,928,412 1,958,312 2,778,725
Lease liabilities 22,890 50,874 45,957
Borrowings 2,715,502 2,342,357 2,955,300
Total financial liabilities 6,666,804 4,351,543 5,779,982
7. EARNINGS PER SHARE
The loss per share has been calculated using the loss for the year and the
weighted average number of ordinary shares entitled to dividend rights which
were outstanding during the period, as amended for the merger accounting
applied to the reverse acquisition in the period whereby the shares issued in
consideration for the acquisition have been recognised as if they had been
issued at the start of the comparative period.
Fully diluted earnings per share, taking account of the warrants in issue as
at the reporting date, has not been prepared as the Company is loss making and
the effects of these warrants is antidilutive.
31 July 31 July
2024 2023
£ £
Loss for the period attributable to equity holders of the Company (3,303,925) (947,566)
Weighted average number of ordinary shares (number of shares) 33,334,623 32,410,000
Loss per share (pence per share) (9.91) (2.92)
8. SHARE CAPITAL
As at 31 July 2023
Ordinary shares of £0.01 each
Number of shares Amount
£
Issued, called up and paid 32,049,999 320,500
32,049,999 320,500
As at 31 July 2024
Ordinary shares of £0.05 each
Number of shares Amount
£
Issued, called up and paid 90,088,396 4,504,420
90,088,396 4,504,420
On 30 July 2024, the Company undertook a 1 for 5 share consolidation whereby 1
new ordinary share of £0.05 each was issued for every 5 ordinary shares of
£0.01 each held.
As at 31 July 2024, the Company had 35,126,610 warrants in issue exercisable
at prices ranging from £0.0875 per share to £0.16 per share and expiries
ranging from 30 July 2026 to 30 July 2027.
9. TRADE & OTHER RECEIVABLES
31 July 31 January 2024
2024 £
£
Trade & other receivables
Trade receivables - -
Prepayments 78,000 11,223
Share subscription receivables* 4,185,535 -
Other receivables 8,831 26,577
Total trade & other receivables 4,272,366 37,800
*Share subscription receivables comprise amounts due to be received from
subscribers for new ordinary shares following a placing of £5 million before
costs and allotment of the relevant shares to subscribers on 30 July 2024.
All amounts due from subscribers were received in the month of August 2024.
10. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors, and the key management
personnel compensation has been disclosed in note 3.
11. POST BALANCE SHEET EVENT
On 22 August 2024, the Company formerly changed its name from "Mining,
Minerals & Metals plc" to "Georgina Energy plc".
On 25 September 2024, the Company allotted 580,000 new ordinary shares at a
price of 12.5 pence per share as consideration for services provided to the
company by various suppliers.
On 17 October 2024, the Company announced the increase in its estimated
recoverable volumes on its Hussar prospect by approx. 20% across the three
commodity classes of helium, hydrogen and natural gas.
12. ULTIMATE CONTROLLING PARTY
At 31 July 2024, there was no ultimate controlling party.
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