REG - Lansdowne Oil & Gas - 2024 Annual Report & Accounts and General Meeting
01/08/2025 13:00
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RNS Number : 6687T Lansdowne Oil & Gas plc 01 August 2025
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the retained EU law version
of the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service ("RIS"),
this inside information is now considered to be in the public domain. If you
have any queries on this, then please contact Steve Boldy, the Chief Executive
Officer of the Company (responsible for arranging release of this
announcement).
1 August 2025
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Audited Results for the year ended 31 December 2024
2024 Annual Report & Accounts and General Meeting
Continued progress on Reverse Take Over
Lansdowne Oil & Gas ("Lansdowne" or "the Company") is pleased to announce
its audited results, for the year ended 31 December 2024.
The Company's shares have been suspended since March 2024 and work has
continued to progress on a planned Reverse Take Over with a view to seeking
re-admission to trading on AIM.
The 2024 accounts are overdue and have been completed as part of this Reverse
Take Over process. The Company will convene its Annual General Meeting once an
application is made for re-admission to trading on AIM.
Copies of the 2024 Annual Report & Accounts will shortly be available to
download from the Company's website, www.lansdowneoilandgas.com
(http://www.lansdowneoilandgas.com/)
Operational highlights
· The Company continued to engage with potential litigation funders to
provide finance to take forward the Barryroe ECT claim.
· Lansdowne has joined with other qualifying investors to progress the
claim.
· A great deal of information has been provided to a potential
third-party litigation funder, which has indicated interest in funding such a
claim.
· Lansdowne and its co-claimants are progressing the necessary legal
agreements to put third-party funding in place.
· An outcome is expected in the third quarter of 2025. There can,
however, be no guarantee that such funding will be secured.
· On 21 March 2024, the Company's shares were suspended on AIM.
· Also in March, the Company announced it would "Record Date" its
shareholders to ensure these shareholders would receive all or a substantial
proportion of any proceeds from a successful ECT claim.
· In the second half of the year attention turned to seeking a suitable
target for acquisition, which would constitute a Reverse Take Over. A number
of opportunities were reviewed and a suitable candidate selected.
· This work entailed a great deal of necessary documentation, required
for application to re-admission to trading on AIM. This application is
expected to be submitted in the third quarter of 2025.
Financial highlights
· Cash balances at 31 December 2024 of £0.01 million (2023: £0.02
million).
· Operating expenses for the year were £0.3 million (2023: £16.8
million), the 2023 figure reflecting the impairment of the Barryroe asset.
· Loss for the year after tax of £0.3 million (2023: loss £16.3
million). Again the 2023 figure reflecting the impairment of the Barryroe
asset.
· Diluted loss per share of 0.02 pence (2023: loss 1.53 pence).
· In December 2023, the Company placed 40,000,000 new ordinary shares
of 0.1 pence each, to raise £40,000 before costs; and a second tranche of
160,000,000 new ordinary shares of 0.1 pence each to raise £160,000,
conditional on the passing of resolutions at a General Meeting of the
Company's shareholders held on 29 December 2023.These resolutions were duly
passed. The issuance and trading of the shares took place on 2 January 2024.
· Associated with the December placing, 10,000,000 warrants were
granted to broker Tavira Financial Limited, with an exercise price of 0.1p per
ordinary share, exercisable up until the third anniversary of admission of the
Conditional Placing Shares on AIM.
· The LC Capital Master Fund loan, due for repayment on 31 December
2023, was extended to 30 June 2024 and a further extension is expected to be
provided upon re-admission to AIM.
· In September 2024 Convertible Loan Notes for £95,000 were entered
into with Directors of the Company and existing shareholders. £10,000 of this
total has yet to be finalised, although the Company still expects to receive
it in due course.
· In 2025 an additional £145,000 of Convertible Loan Notes were
entered into with existing and new shareholders.
For further information please contact:
Lansdowne Oil & Gas plc Steve Boldy
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Broker
Stuart Gledhill
Charlie Bouverat
Tavira Financial Limited +44 (0) 20 3192 1739
Joint Broker
Oliver Stansfield
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is an oil and gas exploration and appraisal
company focused on the North Celtic Sea and quoted on the AIM market and head
quartered in Dublin.
In May 2023 the application for a Lease Undertaking for the Barryroe Field, in
which Lansdowne held a 20% interest, was refused by the Irish Department of
the Environment, Climate and Communications.
In June 2023 Lansdowne announced the commencement of action under the
Arbitration Process of the Energy Charter Treaty.
On 20 September 2023, Lansdowne announced that, under AIM Rule 15, the Company
had been designated to be a cash shell. Accordingly, the shares of the Company
were suspended from trading on AIM as at 07.30 am on 21 March 2024
("Suspension").
For more information on Lansdowne, please refer to www.lansdowneoilandgas.com.
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
During the first half of 2024 the Company focused upon progressing its Energy
Charter Treaty ("ECT") claim against Ireland for the failure to award a Lease
Undertaking for the Barryroe oil and gas field.
Lansdowne's external lawyers produced briefing materials and contacted a wide
range of potential litigation funders.
One of the consequences of the loss of the Company's interest in the Barryroe
Licence, was that as of 20 September 2023, Lansdowne was designated a "Cash
Shell", under AIM Rule 15. A cash shell company is required to undertake
either an acquisition or a reverse takeover to comply with listing
requirements.
As no such acquisition or reverse takeover had been completed within the six
month period, as of 21 March 2024 Lansdowne's shares were suspended from
trading on AIM.
Also in March 2024, the Company announced that it would "Record Date" the
Registered Shareholders of the Company from 21 March 2024 in order to ensure
that these shareholders would be protected to receive all or a substantial
proportion of any proceeds received from a successful ECT claim.
In the second half of the year attention turned to seeking a suitable target
for acquisition, which would constitute a Reverse Take Over. A number of
opportunities were reviewed and a suitable candidate selected.
This work entailed a great deal of necessary documentation, which was
progressed in parallel with continued dialogue regarding third party
litigation funding.
Financial Results
The Group recorded an after tax loss of £0.3 million for the year ended 31
December 2024 compared to a loss of £16.3 million for the year ended 31
December 2023.
Group operating expenses for the year were £0.3 million, compared to £16.8
million in 2023. Net finance expense for the year was £52,000 (2023:
£54,000). Cash balances of £0.01 million (2023: £0.02 million) were held at
the end of the financial year.
The spend incurred on the Barryroe licence area for the year totalled NIL
(2023: £59,770 ).
Total net liability as at the year end attributable to the ordinary
shareholders of the Group was £(1.27) million as at 31 December 2024
(£(1.11) million as at 31 December 2023).
In December 2023, the Company placed 40,000,000 new ordinary shares of 0.1
pence each, to raise £40,000 before costs; and a second tranche of
160,000,000 new ordinary shares of 0.1 pence each to raise £160,000,
conditional on the passing of resolutions at a General Meeting of the
Company's shareholders held on 29 December 2023.These resolutions were duly
passed. The issuance and trading of the shares took place on 2 January 2024.
In association with the Placing, 10,000,000 warrants were granted to the
broker Tavira Financial Limited, with an exercise price of 0.1p per ordinary
share. The Broker Warrants will be exercisable up until the third anniversary
of admission of the Conditional Placing Shares to trading on AIM.
Also in December 2023, the Company entered into an agreement with LC Capital
Master Fund to extend the repayment date of its outstanding loan which was due
for repayment on 31 December 2023 to 30 June 2024.Following this, a further
extension was approved after June 2024, and discussions regarding the loan
repayment terms are still ongoing with company management and a renewed
agreement has not been signed as of the date of signing the accounts. The
amount of the Loan on 31 December 2024 was £1,084,849 (2023 : £1,033,189).
Further, as part of LC Capital's agreement to the Loan Extension, the Company
has agreed to certain amendments to the LC Warrant Instrument.
The foregoing arrangements provide that:
- the exercise period for all of the warrants granted under the LC Warrant
Instrument (including the LC Warrants) has been extended to now expire on 30
June 2024 , in line with the Loan Extension; and
- as a result of the Maturity Date being extended, the provisions of the LC
Warrant Instrument, which provided for the warrants granted under the LC
Warrant Instrument being adjusted in the event of the Company completing any
equity fundraising(s) prior to 31 December 2023 will apply in respect of any
Equity Fundraising completed prior to 30 June 2024.
In September 2024, Lansdowne announced that it had entered into a Convertible
Loan Agreement for £95,000 (the "Loan"), arranged by Tavira Financial
Limited, the Company's joint broker, with Directors of the Company and a
number of existing shareholders. £10,000 of this total has yet to be
finalised, although the Company still expects to receive it in due course.
The Loan is unsecured, carries no interest, and shall be converted into new
ordinary shares of 0.01 pence each in the Company ("New Ordinary Shares") at
the time of completing a reverse takeover and subject to shareholder approval
for the extension of share issuance authorities. The conversion price will be
the lower of 0.1 pence (being the share price at the time of suspension on 21
March 2024) or a 20% discount to the issue price at the time of any share
issuance alongside a future reverse takeover. As at the date of signing these
accounts, the reverse takeover is expected to complete in the third quarter of
2025.
In February 2025, the Company announced the completion of a further
Convertible Loan Agreement with existing shareholders for £45,000, on the
same terms.
This loan is structured similarly to the Convertible Loan Notes issued in
September 2024. The Loan is unsecured, carries no interest, and shall be
converted into New Ordinary Shares at the time of completing a reverse
takeover, subject to shareholder approval for the extension of share issuance
authorities. The conversion price remains the lower of 0.1 pence or a 20%
discount to the share issue price at the time of the reverse takeover. As
above, at the date of signing these accounts, the reverse takeover is expected
to take place in the third quarter of 2025.
On 30 July 2025, the Company announced the issuance of a further £100,000 of
Convertible Loan Notes, made under the same terms as the previous issues in
September 2024 and February 2025.
Lansdowne used the funds to provide working capital while discussions continue
with potential funders for Lansdowne's Energy Charter Treaty (ECT) claim
against Ireland, and work progresses toward a potential reverse takeover.
Trading in the Company's shares on AIM remains suspended while progress
continues on the potential reverse takeover.
Outlook for the Group
The Company is continuing to progress the reverse takeover, with the intention
to complete this in the third quarter of 2025.
Regarding the ECT claim, a substantial amount of information has been provided
to a potential third-party litigation funder, which has indicated interest in
funding the claim. This is also expected to come to fruition in the third
quarter. However, there can be no guarantee that such funding will be secured.
On behalf of the CEO and myself, I wish to express our sincere appreciation to
the shareholders for their continued support.
On behalf of the board
Mr J D Auld Chairman
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
This Strategic Report has been prepared to inform shareholders and help them
to assess how the Directors have performed their duty to promote the success
of Lansdowne Oil & Gas plc ("the Company") and its subsidiaries (together
"the Group").
Principal activities
The Group was founded as an upstream oil and gas entity, focused on
exploration and appraisal opportunities offshore Ireland. The Group targeted
shallow water (less than 100 metres)areas of the Irish shelf as these provided
lower cost drilling opportunities, which combined with the favourable fiscal
terms, had the potential to deliver high value oil and gas reserves.
Following the loss of the Barryroe Asset, the Group work has concentrated on
seeking compensation through the Energy Charter Treaty.
Work has also advanced to acquire a new asset by way of a Reverse Take Over,
in order to seek re-admission to trading on AIM.
Review of the business
Details of the Group's activities during the year and its position at the end
of the year are given in the Chairman's Statement.
The Group and Company Statements of Financial Position as at 31 December 2024
and 31 December 2023 are shown on pages 20 and 21 respectively. Group net
liabilities at 31 December 2024 were £ (1.27) million (2023: £(1.11)
million). At 31 December 2023, the Group held £0.01 million (2023: £0.02
million) as cash or short-term deposits.
The Group had intangible assets totalling £ NIL (2023: NIL) at the reporting
date. These assets related to the Group's exploration licences in the Celtic
Sea and their associated work programmes. The intangible assets held through a
subsidiary were fully impaired in 2023 by the management in light of events in
relation to refusal of the lease undertaking by the Irish Department of the
Environment, Climate and Communications ("DECC").
During the year, the Group had one full-time Executive Director, with
administration and accounting support provided by PJT & Co under a service
agreement. These costs, together with the costs associated with the Company's
listed status and general overheads, accounted for the administrative expenses
of £ 0.3 million (2023: £16.8 million). The Total operating expenses of
£16.8 million in 2023 included a full impairment charge of £16.4 million
related to the capitalisation of the Barryroe intangible assets.
A loss after tax of £0.3 million (2023: £16.3 million) was recorded in the
year and the basic and diluted loss per share for the year was 0.02p (2023:
1.53p).
Principal risks and uncertainties
The principal risk facing the Group is the potential failure to secure
compensation through legal proceedings for its investment in the Barryroe oil
and gas project.
The value of compensation being sought is linked to the pricing of both oil
and gas.
The Brent Oil Price averaged around c.$80/bbl in 2023 and since then has
mostly remained above $70/bbl, where it lies today.
The Irish gas price is linked to the UK gas price as the majority of Ireland's
gas supply flows through the interconnector from the UK. UK prices rose
rapidly as a result of the war in Ukraine and in 2023 averaged above
100p/therm. Prices remain high and are currently c. 90p/therm.
Previous Independent Competent Persons Reports have demonstrated that the
Barryroe project delivers robust returns at these current oil and gas price
levels, which will support Lansdowne's claim for compensation.
As a participant in the upstream oil & gas industry, the Group is exposed
to a wide range of risks in the conduct of its operations.
These risks include:
Financial risks:
• Ability to raise finance to pursue litigation
• Cost inflation
• Oil and gas price movements
• Adverse taxation legislative changes
• Third party counterparty credit risk
• Adverse foreign exchange movements
• Changes in government policy
Operational risks:
• Loss of key employees
• Delay and cost overrun on projects, including weather
related delay
• HSE incidents
• Poor reservoir performance
• Exploration and appraisal well failures
Strategic and external risks:
• Failure of third party services
• Deterioration of capital markets, inhibiting efficient
equity and/or debt raising for developments
• Commercial misalignment with co-venturers
• Material fall in oil or gas prices
Market risks:
The key risk facing the Group is failure to be granted compensation for the
loss of the Barryroe asset, which is being persued under the Terms of the
Energy Charter Treaty.
The Group is exposed to a variety of risks, including the effects of changes
in interest rates and foreign currency exchange rates. These are discussed in
Note 21. In the normal course of business, the Group also faces certain other
non-financial or nonquantifiable risks. To the extent that the Group's oil and
gas assets can be successfully developed, the Group's assets, revenues and
cash flows may become dominated by Dollar or Euro-based oil and gas
operations. Accordingly, the Sterling/Dollar and Sterling/ Euro exchange rates
are important to the Sterling prices of the Shares traded on the AIM market of
the London Stock Exchange.
The tables below sets forth, for the periods and dates indicated, the exchange
rate for the Dollar against Sterling and for the Euro against Sterling.
Dollar/Sterling Exchange Rates (Dollar per Pound Sterling)
At end of year Average Rate High Low
2023 1.25 1.24 1.29 1.2
2024 1.27 1.27 1.32 1.17
Euro/Sterling Exchange Rates (Euro per Pound Sterling)
At end of year Average Rate High Low
2023 1.15 1.15 1.17 1.12
2024 1.20 1.19 1.26 1.16
* The average rates are calculated based on the last business day of each full
month during the relevant year.
Details of how the Group manages interest rate and foreign currency exchange
risks are set out in Note 21.
As at 31 December 2024, the Group has no ongoing exploration or development
activities, and all previously capitalised intangible assets were fully
impaired as at 30 June 2023. Accordingly, exposure to risks associated with
hydrocarbon commodity price volatility is currently minimal. Nevertheless, the
Group remains exposed to a number of residual strategic and financial risks.
The Group operates within a highly competitive sector, where larger and
better-capitalised companies are often better positioned to secure new
opportunities. The ability to reinitiate or expand operations in the future
may be adversely affected by regulatory developments, including changes in
environmental and climate-related legislation, which could increase compliance
costs or render certain activities economically unviable. Furthermore,
macroeconomic conditions, including potential economic downturns and rising
interest rates, may limit the availability of investment capital and increase
the cost of financing.
There is no guarantee that the Group will be successful in obtaining required
financing going forward.
The risks set out are not exhaustive and additional risks and uncertainties
may arise or become material in the future. Any of the risks, as well as other
risks and uncertainties discussed in this document, could have a material
adverse effect on our business.
Key performance indicators
The Group is not yet producing oil and gas and so has no income. Consequently,
the Group is not expected to report profits until it disposes of or is able to
profitably develop or otherwise turn to account its exploration projects. The
Board monitors the activities and performance of the Group on a regular basis
and uses both financial and non-financial indicators to assess the Group's
performance.
Following the loss of the company's principal asset, its 20% interest in
Barryroe Field, the key performance indicator is to be awarded compensation
for this loss, as is being pursued through arbitration under Energy Charter
Treaty. Other information and explanations
Oil and Gas Interests
The Group has interests in the following Licence in Irish waters:
License Interest Operator
Helvick Lease Undertaking 9% Barryroe Offshore Energy PLC
Barryroe exploration licence
The Group no longer holds interest in the Barryroe exploration licence due to
the refusal of the lease undertaking.
On 19 May 2023, Barryroe Offshore Energy received a letter from the Irish
Department of the Environment, Climate and Communications ("DECC") advising
that Eamon Ryan, Minister for the Environment, Climate and Communications (the
"Minister") was unwilling to grant the Lease Undertaking, as sought, on
grounds of financial capability. DECC also confirmed in the letter that the
application was satisfactory from a technical perspective.
As at 31 December 2023, the Group fully impaired the intangible assets and
released the related decommissioning provision associated with the Barryroe
exploration licence.
Notes
Irish Licensing regime:
Licensing Option
Gives the holder an exclusive right to apply for an Exploration Licence:
(a) for a defined period
(b) in return for undertaking an agreed work programme
Exploration Licence
A "Standard" licence covers an agreed work programme in water less than
200metres deep. The work programme usually includes an exploration well. The
licence period is six years.
Lease Undertaking
Gives the holder an exclusive right to apply for an Petroleum Lease:
(a) for a defined period
(b) in return for undertaking an agreed work programme
Section 172 Statement
The board of directors is collectively responsible for the Company's strategy
and confirms that during 2024 and subsequently, it has acted in accordance
with section 172 (1) of the 2006 Companies Act, which requires the board to
promote the long-term success of the Company for the benefit of shareholders.
Some of the key decisions taken by the directors during the year under review
included:
· Continuing to work with legal advisers to pursue compensation from Ireland
for the refusal to award a Lease Undertaking for the Barryroe Field, as
catered for under the Energy Charter Treaty.
· Corresponding with the Irish authorities to give notice of the
ECTArbitration process.
· The purpose of this process is to seek fair value for our shareholders for
the loss of the Barryroe asset.
· A number of potential targets for a reverse takeover were reviewed. A
suitable target was selected. The reverse takeover proposal is designed to
introduce a new asset into the Company and enhance shareholder value.
The Company has continued to maintain and strengthen positive relationships
with its joint venture partners, suppliers, and service providers, all of whom
remain committed to continuing the business relationship.
At all times the Company has worked to minimise any impact of its activities
upon the environment and over the years has spent considerable time and effort
working with the communities impacted by its operations off the south coast of
Ireland.
The Company prides itself on its high standards of business conduct and
continued to uphold these standards throughout 2024, with no adverse media
coverage or significant complaints from shareholders, customers, or suppliers.
Given the small nature of the Company's team, with one employee and two other
Directors, any issues arising between members are dealt with quickly and
fairly.
Dr S A R Boldy
Director
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their annual report and financial statements for the
year ended 31 December 2024.
The corporate governance statement set out on pages 11 to 13 forms part of
this report.
Results and dividends
The results for the year are set out on page 20.
No dividends were declared or paid for the year ended 31 December 2024 (2023:
£NIL). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature
of the financial statements were as follows:
Mr J D Auld
Dr S A R Boldy
Mr J D H McKeown
Directors
In accordance with the Company's Articles of Association, Directors retire
and, being eligible, offer themselves for re-election. Stephen Boldy has a
service contract with an unexpired notice period of one year. Details of the
remuneration of the Directors and the interests of the Directors in the share
capital and share options of the Company are disclosed in the Remuneration
Report included on pages 14 to 15.
Details of executive director and company secretary
Dr Stephen Boldy (Chief Executive Officer), aged 69, joined Ramco Energy plc
in March 2003, becoming CEO of Lansdowne in April 2006. From 1980 to 1984, Dr
Boldy worked as a petroleum geologist for the Petroleum Affairs Division of
the Department of Energy in Dublin and then spent almost 19 years with Amerada
Hess Corporation, where his appointments included UK Exploration Manager and
International Exploration Manager. Dr Boldy has extensive experience of
working Irish offshore basins and the basins west of Britain and earned his
PhD in geology from Trinity College Dublin.
Details of non executive directors
Jeffrey Auld*† (Non-Executive Chaiman), aged 59, has more than 35 years of
financial and commercial experience in upstream oil and gas development and
production. He is currently the President and CEO of Serinus Energy Limited, a
private oil and gas company. His career has involved periods working for
exploration and production companies - Premier Oil, PetroKazakhstan and
Equator Exploration; as well as periods spent in financial institutions -
Goldman Sachs, Canaccord Genuity and Macquarie. He was appointed as a
Non-Executive Director of Lansdowne Oil & Gas plc in September 2013 and
took over as Chairman in 2021.
Daniel McKeown*† (Non-Executive Director), aged 43, graduated with a BA
Economics & Political Science from the University of Dublin, Trinity
College and a Diplôme de Grande Ecole (Commerce), Msc. in Management Science
and Diplom-Kaufmann from ESCP Europe, Paris. He has more than 20 years of
financial, commercial and operational experience in upstream oil and gas,
corporate financing and principal investing. Daniel is a Senior Partner at
Jordan Associates, having worked for Goldman Sachs, Perella Weinberg, Egerton
Energy and Azinam Ltd. He was appointed as a Non-Executive Director of
Lansdowne Oil & Gas plc in September 2021.
* A member of the Audit Committee
† A member of the Remuneration Committee
Political donations
No political donations or expenditure were incurred during 2024.
Financial instruments
Risk exposures and financial risk management policies and objectives are
discussed in note 21 to the financial statements.
Research and development
The company was not involved in any research and development work in 2024.
Employee involvement
The company has only one employee, who is also the Chief Executive Officer and
is thus fully engaged in all of the Company's activities.
Post reporting date events
The Directors are not aware of any event or circumstance which has not been
dealt with in note 30 to the financial statements.
Future developments
The Group's future outlook is described in the Chairman's Statement on pages 1
to 2
The Group's main prospect is in the appraisal stage and does not contain any
proven reserves.
The Group continues to raise funds through placings to finance legal costs
associated with arbitration claims following the refusal of the lease
undertaking for the Barryroe field. The Company is also progressing towards
completing a reverse takeover and securing admission to AIM.
Auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the
appointment of PKF Littlejohn LLP as auditor of the Group is to be proposed at
the forthcoming Annual General Meeting.
Corporate governance
The Company's statement on corporate governance can be found in the corporate
governance report of these financial statements on pages 11 to 13 . The
corporate governance report forms part of this director's report and is
incorporated into it by cross-reference.
Streamlined energy and carbon reporting ("SECR")
The Company operates within the oil and gas appraisal and exploration sector
in the Celtic Sea region. During the reporting period, the Company did not
operate any physical plant or undertake activities that would result in
significant direct environmental emissions.
Energy consumption for the year remained well below the 40,000 kWh threshold,
and the Company's operations were limited to office-based activities and
preliminary exploration assessments. As such, Scope 1 and Scope 2 greenhouse
gas emissions are considered to be minimal, and Scope 3 emissions, where
applicable, are similarly negligible.
Given the limited scale and nature of its operations, the environmental impact
of the Company's activities is expected to be minimal and significantly under
the thresholds requiring formal carbon reporting or alignment with specific
disclosure frameworks.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors must prepare the group and
company financial statements in accordance with UK adopted International
accounting Standards and
· select suitable accounting policies and then apply them consistently;
· state whether applicable UK-adopted international accounting standards have
been followed, subject to any material departures disclosed and explained in
the financial statements;
· make judgements and accounting estimates that are reasonable and prudent;
and
· prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group and company will continue in business.
The directors are also responsible for safeguarding the assets of the group
and company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the group's and company's transactions and
disclose with reasonable accuracy at any time the financial position of the
group and company and enable them to ensure that the financial statements and
the Directors' Remuneration Report comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the
company's website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions.
Statement of disclosure to auditor
The directors consider that the annual report and accounts, taken as a whole,
is fair, balanced and understandable and provides the information necessary
for shareholders to access the group and company's position and performance,
business model and strategy.
Each of the directors, whose names and functions are listed in the Directors'
Report section of the annual report, confirms that, to the best of their
knowledge:
· The group and company financial statements, which have been prepared in
accordance with UK-adopted international accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit of the
group; and
· The Directors' report includes a fair review of the development and
performance of the business and the position of the group and company,
together with description of the principal risks and uncertainties that it
faces.
In the case of each director in office at the date the Directors' report is
approved:
· so far as the director is aware, there is no relevant audit information of
which the group's and company's auditors are unaware; and
· They have taken all the steps that they ought to have taken as a director
in order to make themselves aware of any relevant audit information and to
establish that the group and the company's auditors are aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Going concern
The Directors have considered the various matters and have concluded that a
material uncertainty exists that may cast significant doubt on the ability of
the Group and Company to continue as a going concern. These uncertainties
relate to the ability to secure compensation for the loss of the Barryroe
asset through the ECT process and the ability to complete the planned Reverse
Take Over and associated fund-raising.
Nevertheless, after making enquiries and considering the uncertainties, the
Directors consider that it is appropriate to adopt a going concern assumption
in preparing these financial statements for the reasons outlined in note 1.3
to the financial statements.
Substantial shareholders
The Directors have been notified of the following interests in 3 per cent or
more of the Company's issued share capital at 31 December 2024 and 28 July
2025:
31-Dec-24 28-Jul-25
No. of Shares % of Capital No. of Shares % of Capital
Lampe Conway & Co./ LC Capital Master Fund Limited 171,241,938 12.29% 171,241,938 12.29%
Spreadex 145,856,227 10.47% 145,856,227 10.47%
Brandon Hill Capital 100,671,158 7.22% 100,671,158 7.22%
Cantor Fitzgerald Europe 65,090,894 4.67% 65,090,894 4.67%
Brian McMaster 56,000,000 4.02% 56,000,000 4.02%
Oliver Stansfield 55,000,000 3.95% 55,000,000 3.95%
Mr Mark Ward 49,894,794 3.58% 49,894,794 3.58%
The Directors are not aware of any other holding of 3% or more of the share
capital of the Company.
On behalf of the board
Mr J D Auld
Director
Dr S A R Boldy
Director
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction:
The directors recognise the importance of sound corporate governance. The
Company has adopted the QCA Code, which the directors consider appropriate for
a company of its size and nature. The QCA takes key elements of good
governance and allows companies to apply them in a manner which is appropriate
for the differing needs of small companies. The "Comply or Explain" maxim
allows companies to inform shareholders where policies differ from the norm
and why. The details of the Company's policies in this respect are set out in
its AIM Notice
50 Statement, which
can be downloaded from the
Company's website at
www.lansdowneoilandgas.com/company/corporate-governance/.
Directors
At 31 December 2024, the Board comprised of one Non-Executive Chairman, one
Executive Director and one Non-Executive Director. Biographies of the
Directors are presented on pages 7 to 10. Jeffrey Auld is the senior Non-
Executive Director and Chairman.
Board Meeting Attendance Record 2024 2024 Eligible Attended 2023 2023 Eligible Attended
S A R Boldy 06 06 17 17
J Auld 06 06 17 17
D McKeown 06 06 17 17
The Board is responsible for setting overall Group strategy, policy,
monitoring Group performance and authorising significant transactions.
The Board meets not less than four times a year and has adopted a schedule of
matters reserved for its decision. All Directors have full and timely access
to information and may take independent professional advice at the Group's
expense.
The Board has two standing committees with terms of reference as follows:
Audit Committee
The Audit Committee comprises Jeffrey Auld (Chairman) and Daniel McKeown. It
determines the terms of engagement of the Group's auditors and, in
consultation with the auditors, the scope of the audit. The Audit Committee
receives and reviews reports from management and the Group's auditors relating
to the interim and annual financial statements and the accounting and internal
control systems in the Group. The Audit Committee has unrestricted access to,
and oversees, the relationship with the Group's auditors, PKF Littlejohn LLP
("PKF"). The Audit Committee meets at least twice a year and meets with the
Group's auditors at least once a year. Other directors may attend by
invitation.
The Audit Committee approved the reappointment of PKF Littlejohn LLP ("PKF")
as the Group's external auditor.
The independent auditors are engaged to express an opinion on the financial
statements. They review and test the systems of internal financial control and
data contained in the financial statements to the extent necessary to express
their audit opinion. They discuss with management the reporting of operational
results and the financial position of the Group and present their findings to
the Audit Committee.
The Audit Committee reviews the independence and objectivity of the
independent auditors. The Committee reviews the nature and amount of non-audit
work undertaken by PKF each year to satisfy itself that there is no effect on
their independence. Details of this year's fees are given in note 6 to the
accounts. The Committee is satisfied that PKF is independent.
The Group does not have an internal audit function but the need for such a
function is reviewed at least annually. It is the current view of the Board
that an internal audit function is not required given the size and nature of
the operations of the Group.
Remuneration Committee
The Remuneration Committee comprises Jeffrey Auld (Chairman), Daniel McKeown.
It reviews the scale and structure of the Executive Directors' remuneration
and the terms of their service or employment contracts, including share option
schemes and other bonus arrangements. The remuneration and terms and
conditions of the Non-Executive Directors are set by the entire Board. No
Director or manager of the Group may participate in any meeting at which
discussion or any decision regarding their own remuneration takes place. The
Remuneration Committee also administers any share option schemes or other
employee incentive schemes adopted by the Company from time to time.
The Remuneration Report is presented on pages 14 to 15 and contains a
statement of remuneration policy and details of the remuneration of each
Director.
Risk management and internal control
The Board has established an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group. Management identify risks,
the likelihood of those risks occurring, the impact if they do occur and the
actions being taken to manage and mitigate those risks to an acceptable level.
This process is reviewed by the Board annually and accords with guidance on
internal control. It has been in place throughout the year under review and up
to the date of this report.
The Board of Directors has overall responsibility for maintaining a sound
system of internal financial control to safeguard shareholders' investment and
the Group's assets. Such a system can provide reasonable but not absolute
assurance that assets are safeguarded, transactions are authorised and
correctly recorded, and that material errors and irregularities are either
prevented or would be detected within a timely period. The system, which has
been in place throughout the year and up to the date of this report, comprises
the following main elements, all of which are reviewed by the Board:
• An organisation structure with clearly defined lines
of responsibility and delegation of authority.
• Appointment of employees of the necessary calibre to
fulfil their allotted responsibilities.
• Established procedures for budgeting and capital
expenditure.
• Monthly reporting of actual performance compared to
budget, reviewed by the Board quarterly.
• Rolling monthly forecasts for the financial year.
• The Group reports to shareholders on a half-yearly
basis to ensure timely reporting of financial results.
Investor relations
Communications with investors are given high priority. The Group keeps its
institutional shareholders up to date with its business and objectives, and
obtains their views on the Group, by means of periodic presentations.
Additionally, the Group is ready to respond appropriately to particular issues
or questions that may be raised by investors. All shareholders are sent the
Annual Report and financial statements, the Interim Report and can also elect
to receive all press releases, many choosing to receive this information by
e-mail.
The Group has a website, www.lansdowneoilandgas.com, which is regularly
updated and contains a wide range of information about the Group including the
previous Annual Reports and press releases. The Board views the AGM as an
opportunity to communicate with private investors and encourages them to
attend. The Board aims to ensure that the Chairmen of the Audit and
Remuneration Committees are available to answer questions. Shareholders are
invited to ask questions and are given the opportunity to meet the Directors
informally following the meeting. The Company complies with best practice in
ensuring that the Notice of the AGM is dispatched to shareholders at least 21
days ahead of the meeting.
On behalf of the board
Dr S A R Boldy
Director
REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The following report details how the Company's remuneration committee
determines Directors' remuneration packages through the application of the
Company's remuneration policy.
Remuneration Committee
The members of the Remuneration Committee (the Committee) are Jeffrey Auld
(Chairman) and Daniel McKeown, who are Non-Executive Directors of the Company.
The Committee, which meets at least twice each year, is responsible to the
Board for determining the terms and conditions of employment of the Executive
Directors and their remuneration packages (including pension rights and any
compensation payments) and oversees the operation of the Company's Employee
Share Option Scheme.
The Committee has access to external independent professional advice, at the
Company's expense, as the Committee sees fit. None of the Committee members
has any personal financial interest in the matters to be decided by the
Committee or any conflicts arising from cross-directorships or day-to-day
involvement in the running of the Group.
Remuneration Policy
The Group operates in the international oil and gas industry and aims to
attract, reward, motivate and retain top executives in a manner appropriate to
that industry and with the objective of long term accumulation of value for
shareholders. The remuneration packages currently being offered are intended
to be competitive and comprise a mix of performance related and
non-performance related remuneration designed to incentivise Directors. The
packages are in line with industry norms.
Directors' Service Contracts
Stephen A R Boldy has a service contract with the Company with a rolling
notice period of one year.
The remuneration of Non-Executive Directors is determined by the Board after
consideration of appropriate external comparisons and the responsibilities and
time involvement of individual Directors. No Director is involved in deciding
his own remuneration.
Directors' Remuneration Package
The executive Directors' remuneration package, which is reviewed annually,
consist of annual salary, performance related bonuses, health and other
benefits, pension contributions and share options.
Stephen A R Boldy is entitled to an annual bonus equal to 2 per cent of the
audited consolidated after tax profits of the Company and its subsidiaries
subject to a cap equal to his annual salary during the relevant financial
year. He is also entitled to bonus payments on the entering into of binding
agreements with third parties in respect of any farm-out arrangements relating
to the Group's assets, with a requirement to utilise any such bonus payments
to subscribe for Ordinary Shares of the Company.
Directors' Detailed Emoluments
Salary and Fees Performance related bonus Benefits Pension Contributions 2024 Total 2023 Total
Executive Directors £'000 £'000 £'000 £'000 £'000 £'000
S A R Boldy 64 - - - 64 62
Non-Executive Directors
D McKeown 21 - - - 21 18
J Auld 16 - - - 16 25
as at 31 Dec 2024 101 - - - 101
as at 31 Dec 2023 105 - - - 105
Interests in Shares
The beneficial interests of the Directors who held office at 31 December 2024
in the ordinary shares of the Company are as follows:
At 31 Dec 2024 At 31 Dec 2023
S A R Boldy 6,400,660 6,400,660
J Auld 3,828,619 3,828,619
Total 10,229,279 10,229,279
On behalf of the board
Mr J D Auld
Director
Dr S A R Boldy
Director
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LANSDOWNE OIL & GAS PLC
Opinion
We have audited the financial statements of Lansdowne Oil & Gas Plc (the
'parent company') for the year ended 31 December 2024 which comprise the
Consolidated Income Statement, the Consolidated and Company Statement of
Financial Position, the Consolidated and Company Statement of Changes in
Equity, the Consolidated and 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.
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 December 2024 and of
group's loss for the year then ended;
• the consolidated financial statements have been properly prepared in
accordance with UK-adopted international accounting standards; and
• 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 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 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 1.3 in the financial statements, which indicates
that the Group incurred a net loss of £336k during the year ended 31 December
2024, and as of that date, the Group was in a net liability position of
£1.274 million. As stated in note 1.3, following the refusal of the Irish
Minister at the Department of the Environment, Climate and Communications to
award a Lease Undertaking for the Barryoe oil and gas field, the Company is
pursuing compensation via the Energy Charter Treaty. Discussions between the
Company's legal advisors and third-party litigation funders have been ongoing
but there can be no guarantee that an agreement will be reached. The Company
has been working since the second half of 2024 on a Reverse Take Over to
acquire a new asset that has the potential to create additional value. A
fund-raising is planned to accompany the completion of the Reverse Take Over.
The ability of the Group and Company to continue as a going concern, therefore
relies upon successful future equity fund-raising and continued support from
the holder of the Company's loan note. As stated in note 29, several
convertible loan notes were issued to various individuals post year end 31
December 2024 with the intention of funding the Group's operations for the
forthcoming 12 months. These events and conditions indicate that a material
uncertainty exists that may cast significant doubt on the Group'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 company's ability to continue to adopt the going concern
basis of accounting included the following audit procedures:
• reviewing cashflow forecasts and budgets provided by management covering a
period up to December 2026 as well as challenging the accompanying key
assumptions;
• evaluating management's plans for future actions in relation to its going
concern assessment and determining whether the management's plans are feasible
in the circumstances;
• reviewing sensitised cash flow forecasts provided by the management which
depict the management's plans for expenditures in the event of no additional
fund raising being completed during the forecast period;
• reviewing post year-end spend and ascertaining the latest financial
position; and
• considering the adequacy of the disclosures and accounting policies in the
financial statements.
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
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures. Group
materiality was set at £6,000 based on 2% of total expenses (2023: Group
materiality set at £22,000 based on 5% of adjusted loss). Group performance
materiality was set at 50% of overall materiality (2023: 60% of overall
materiality). Performance materiality of the parent company was set at £2,850
(2023: £12,130). Performance materiality of the parent company was capped at
95% (2023: 93%) of group performance materiality to ensure adequate audit
evidence was obtained over the parent company financial statements in relation
to the Group.
The Group remains in the pre-production phase for oil and gas, with no income
generated and continuous losses incurred. Following the historical recognition
of impairment losses on intangible assets related to Barryroe exploration
costs, gross assets or net assets benchmarks are deemed inappropriate. Given
the ongoing losses, we believe that total expenses is the most relevant
benchmark for assessing materiality.
We agreed with the audit committee that we would report all audit differences
identified during our audit in excess of £300 (2023: £1,100) as well as
those that we believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of
material misstatement in the financial statements. We also addressed the risk
of management override of internal controls, including evaluating whether
there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud. Our audit is risk based and is 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. An audit of the financial information of the
Group's material components which, for the year ended 31 December 2024, were
located in the United Kingdom and Ireland. Following our materiality and risk
assessments, we concluded that one component was significant enough to warrant
a full scope audit of their financial information. Instead, analytical
procedures were performed at the Group level for two components.
Key audit matters
Except for the matter described in the material uncertainty related to going
concern section, we have determined that there are no key audit matters to
communicate in our report.
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 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,
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 year 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 company and its
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, or returns adequate for
our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records
and returns; or • certain disclosures of directors' remuneration specified
by law are not made; or
• we have not received all the information and explanations we require for
our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the 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 financial statements, the directors are responsible for
assessing the 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 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,
as well as the application of cumulative audit knowledge 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 the Companies Act 2006,
UK adopted international accounting standards, AIM regulations, General Data
Protection Regulations.
• We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group and the
parent company with those laws and regulations. These procedures included, but
were not limited to specific enquiries of management, reviewing board minutes,
reviewing Regulatory News Service (RNS) announcements and any legal or
regulatory compliance correspondence.
• We also identified 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,
whether key accounting estimates and judgements could include management bias.
We addressed these risks by challenging the assumptions and judgements made by
management when auditing significant accounting estimates. Critical judgements
in the financial statements included the key assumptions within the going
concern assessment.
• As with 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 and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business, as well as discussions with management where
relevant.
• In our audit procedures, we have considered matters with non-compliance
with laws and regulations, including fraud at group and component levels. We
have performed audit procedures on all material components within the group.
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. This description forms part of our
auditor's report.
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.
Wendy Liang (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus Canary Wharf London E14 4HD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2024 2023 2023
Notes £'000 £'000 £'000 £'000
Employee benefits expense 8 101 105
Impairment charge 13 - 16,396
Other operating expenses 193 300
Total operating expenses (294) (16,801)
Operating loss (294) (16,801)
Finance costs 9 (52) (54)
Other gains and losses 10 10 512
Loss before taxation (336) (16,343)
Income tax expense 11 - -
Loss and total comprehensive expense
for the year (336) (16,343)
Loss per
share
12
Pence per share
Basic/Diluted loss per ordinary (1.53p)
share
(0.02p)
Loss for the financial year is all attributable to the owners of the parent
company.
Total comprehensive expense for the year is all attributable to the owners of
the parent company.
(Company registration number 05662495, England and Wales)
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
2024 2023
as restated
ASSETS Notes £'000 £'000
Current assets
Trade and other receivables 16 - 5
Cash and cash equivalents 11 24
11 29
Total Assets 11 29
EQUITY
Called up Share capital 25 9,175 9,159
Share premium account (as restated) 26 31,899 31,787
Warrants Reserve 28 115 115
Convertible Loan Reserve 27 45 -
Retained earnings (42,508) (42,172)
Total Equity (1,274) (1,111)
LIABILITIES
Non-Current liabilities
Derivative Financial Liability 29 27 -
Current liabilities
Trade and other payables 22 173 107
Borrowings 18 1,085 1,033
(1,258) (1,140)
Total Liabilities 1,285 1,140
Total equity and Liabilities 11 29
The financial statements were approved by the board of directors and
authorised for issue and are signed on its behalf by:
Mr J D Auld
Director
Dr S A R Boldy
Director
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
2024 2023
as restated
ASSETS Notes £'000 £'000
Current assets
Trade and other receivables 16 - 5
Cash and cash equivalents 11 24
11 29
Total Assets 11 29
EQUITY
Called up Share capital 25 9,175 9,159
Share premium account (as restated) 26 31,899 31,787
Warrants Reserve 28 115 115
Convertible Loan Reserve 27 45 -
Retained earnings (42,508) (42,172)
Total Equity (1,274) (1,111)
LIABILITIES
Non-Current liabilities
Derivative Financial Liability 29 27 -
Current liabilities
Trade and other payables 22 173 107
Borrowings 18 1,085 1,033
(1,258) (1,140)
Total Liabilities 1,285 1,140
Total equity and Liabilities 11 29
As permitted by s408 Companies Act 2006, the company has not presented its own
income statement and related notes. The company's loss for the year was
£335,752 (2023 - £518,747 loss)
The financial statements were approved by the board of directors and
authorised for issue and are signed on its behalf by:
Mr J D Auld
Director
Dr S A R Boldy
Director
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Notes £'000 £'000 £'000 £'000
Cash flows from operating activities
Loss for the year before taxation Adjustments for:
(336) (16,343)
Finance costs 52 54
Amortisation and impairment of intangible assets - 16,396
Gain on reversal of decommissioning liability - (512)
Gain on derivative liability
Movements in working capital: (10) -
Decrease in trade and other receivables 5 15
Increase/(Decrease) in trade and other payables (68) (22)
Net cash outflow from operating activities (221) (412)
Investing activities
Capitalisation of intangible assets - (60)
Net cash used in investing activities - (60)
Financing activities
Proceeds from issue of shares 139 540
Share issue costs (13) (59)
Issue of convertible loans 82 -
Net cash generated from financing activities 208 481
Net increase/(decrease) in cash and cash
equivalents (13) 9
Cash and cash equivalents at beginning of year 24 15
Cash and cash equivalents at end of year 11 24
Non-cash Issue of Shares:
During the year, the Company issued £21,000 of share capital in exchange for
professional services received. This represents a non-cash transaction and has
therefore been excluded from the Cash Flow Statement above, as it did not
involve any inflow or outflow of cash.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Notes £'000 £'000 £'000 £'000
Cash flows from operating activities
Loss for the year before taxation Adjustments for:
(336) (519)
Finance costs 52 54
Gain on derivative liability
Movements in working capital: (10) -
Decrease in trade and other receivables 5 14
Increase/(Decrease) in trade and other payables (68) (21)
Net cash outflow from operating activities (221) (472)
Financing activities
Proceeds from issue of shares 139 540
Share issue costs (13) (59)
Issue of convertible loans 82 -
Net cash generated from financing activities 208 481
Net increase/(decrease) in cash and cash
equivalents (13) 9
Cash and cash equivalents at beginning of year 24 15
Cash and cash equivalents at end of year 11 24
Non-cash Issue of Shares:
During the year, the Company issued £21,000 of share capital in exchange for
professional services received. This represents a non-cash transaction and has
therefore been excluded from the Cash Flow Statement above, as it did not
involve any inflow or outflow of cas
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital Share premium account Convertible Loan Reserve Warrants Reserve Retained Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 8,859 31,606 - 115 (25,830) (14,750)
Loss and total comprehensive expense - - - - (16,343) (16,343)
Transactions with owners:
Issue of share capital (Note 25) 300 240 - - - 540
Cost of share issue - (51) - - - (51)
Prior year adjustment - Share issue costs - (8) - - - (8)
Balance at 31 December 2023 (as restated) 9,159 31,787 - 115 (42,173) (1,112)
Loss and total comprehensive expense - - - - (336) (336)
Transactions with owners:
Issue of share capital (Note 25) 16 144 - - - 160
Issue of convertible loan (Note 29) - - - 45 - 45
Cost of share issue (Note 26) (32) - - - (32)
Balance at 31 December 2024: 9,175 31,899 45 115 (42,509) (1,275)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital Share premium account Convertible Loan Reserve Warrants Reserve Retained Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 8,859 31,606 - 115 (41,653) (1,073)
Loss and total comprehensive expense - - - - (519) (519)
Transactions with owners:
Issue of share capital (Note 25) 300 240 - - - 540
Cost of share issue - (51) - - - (51)
Prior year adjustment - Share issue costs - (8) - - - (8)
Balance at 31 December 2023 (as restated) 9,159 31,787 - 115 (42,172) (1,111)
Loss and total comprehensive expense - - - - (336) (336)
Transactions with owners:
Issue of share capital (Note 25) 16 144 - - - 160
Issue of convertible loan (Note 29) - - - 45 - 45
Cost of share issue (Note 26) (32) - - - (32)
Balance at 31 December 2024: 9,175 31,899 45 115 (42,508) (1,274)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1 Accounting policies
Company information
Lansdowne Oil and Gas Plc is a public limited company incorporated,domiciled
and registered in England and Wales. The registered office is C/O Pinsent
Masons Llp, 30 Crown Place, London, EC2A 4ES. The company's principal
activities and nature of its operations are disclosed in the directors'
report.
The group consists of Lansdowne Oil and Gas Plc and all of its subsidiaries.
The Company's shares are quoted on the AIM Market of the London Stock
Exchange.
1.1 Accounting convention
The financial statements have been prepared in accordance with UK
International Accounting Standards (UK IASs) and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS, except as
otherwise stated. A summary of the more important accounting policies, which
have been applied consistently, are set out below.
The financial statements are prepared in sterling, which is the functional
currency of the group. Monetary amounts in these financial statements are
rounded to the nearest thousands.
The financial statements have been prepared under the historical cost
convention, except as otherwise stated. The principal accounting policies
adopted are set out below.
1.2 Basis of consolidation
The consolidated financial statements include the results of Lansdowne Oil
& Gas plc and its subsidiary undertakings, made up to 31 December each
year. No separate income statement is presented for the parent company, as
permitted by Section 408 of the Companies Act 2006.
The subsidiaries are those companies controlled, directly or indirectly, by
Lansdowne Oil & Gas plc. The Group controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity.
This control is normally evidenced when Lansdowne Oil & Gas plc owns,
either directly or indirectly, more than 50 per cent of the voting rights or
potential voting rights of a company's share capital. Companies acquired
during the year are consolidated from the date on which control is transferred
to the Group, and subsidiaries to be divested are included up to the date on
which control passes from the Group. Inter-company balances, transactions and
resulting unrealised income are eliminated in full.
Joint arrangements
The Group participates in a number of joint arrangements where control of the
arrangement is shared with one or more other parties. A joint arrangement is
classified as a joint operation or as a joint venture, depending on the rights
and obligations of the parties to the arrangement.
The classification can have a material impact on the consolidated financial
statements. The Group's share of assets, liabilities, revenue, expenses and
cash flows of joint operations are included in the consolidated financial
statements on a line-by-line basis, whereas the Group's investment and share
of results of joint ventures are shown within single line items in the
consolidated statement of financial position and consolidated income statement
respectively.
1.3 Going concern
The Directors have carried out a detailed assessment of the Group's current
and prospective activities, its relationship with the holder of its loan note,
and have prepared cash flow projections for the period up to 31 December 2026.
The following represent the key assumptions underpinning the cash flow
projections. The Company is pursuing two value creating opportunities:
Barryroe Oil and Gas field - Compensation claim
As has been explained, following the refusal of the Irish Minister at the
Department of the Environment, Climate and Communications to award a Lease
Undertaking for the Barryroe oil and gas field, Lansdowne is pursuing
compensation via the Energy Charter Treaty.
The results of the Competent Person Report carried out by RPS ("RPS CPR")
announced in February 2022, addressing simply the first phase of a Barryroe
development and solely the Basal Wealden Oil reservoir, concluded that the P50
volumes were estimated at 81.2 million barrels of oil recoverable gross (16.24
million barrels net to Lansdowne) from a Best Estimate of 278 million barrels
of oil in place (STOIIP).
An economic evaluation, documented in the RPS CPR, covering the Phase 1
development and in the 2C oil resources case, delivers an NPV10% for
Lansdowne's 20% share of $104 million (£77.6 million at current exchange
rate) under a Brent Oil Price assumption of US$68 per barrel in 2027, rising
to $70/bbl in 2028 and 2029 and inflated at 2% per annum thereafter. The price
of Brent Oil stands currently at c. $65/bbl, broadly in line with that
modelled.
The RPS CPR has only addressed the oil in the Basal Wealden A Sand, which
allows it to be correlated to the earlier work carried out by Netherland
Sewell and Associates Inc.
Gas was proven in the Basal Wealden C Sand reservoir in the 48/24-10z well
that overlays the oil reservoir and this has previously been estimated to hold
a potential gas resource of c 400 BCF GIIP. Lansdowne believes this
significant gas resource could make a vitally important contribution to
Ireland's energy mix as it transitions to a zero net carbon economy and it is
anticipated that any future phased development programme will include
consideration of this important gas resource.
Given the above, the quantum of the Company's claim is well in excess of $100
million (£75 million).
The Company has appointed legal advisers to proceed with this claim, and it is
likely that the matter will be brought before an international court of
arbitration.
The Directors believe that the outcome of the legal proceedings is likely to
be favourable, based on legal advice received and the merits of the Company's
claim.
The Company's legal advisers are in dialogue with potential third-party
litigation funders, who are being sought to provide the bulk of the necessary
legal costs. These discussions are at an advanced stage, but there can be no
guarantee that an agreement will be reached.
Reverse Take Over
One of the critical path items for progressing the Reverse Take Over is for
the Company to complete the audit of its 2023 and 2024 Annual Accounts.
The 2023 Accounts were signed off on 11 June 2025 and the 2024 Accounts are
presented here.
All the other documents to compete the Reverse Take Over are at an advanced
stage.
A fund-raising is planned to accompany the completion of the Reverse Take Over
and the process of re-admission of the Company's shares to trading on AIM and
this is expected to take place in the third quarter of 2025.
The ability of the Group and the Company to continue as a going concern,
therefore relies upon successful future equity fund-raising and continued
support from the holder of the Company's loan note.
Additional funds of £180,000 have been raised in late 2024 and in 2025
through Convertible Loan Notes to support the company whilst pursuing the
above opportunities and the Company's broker, Tavira Securities, is in the
process of putting in place additional Convertible Loan Notes.
The Directors have considered the matters set out above and have concluded
that a material uncertainty exists that may cast doubt on the ability of the
Group and Company to continue as a going concern.
Nevertheless, after making enquiries and considering the uncertainties
described above, The Directors consider it appropriate to prepare the
financial statements on a going concern basis. These financial statements do
not include any adjustment that would result from the going concern basis of
preparation being inappropriate.
1.4 Intangible assets other than goodwill
Oil and gas intangible exploration/appraisal assets and property, plant &
equipment - development/ producing assets
All expenditure relating to oil and gas activities is capitalised in
accordance with the "successful efforts" method of accounting, as described in
IFRS 6. The Group's policy for oil and gas assets is also compliant with IFRS
6 "Exploration for and Evaluation of Mineral Resources". Under this standard,
the Group's exploration and appraisal activities are capitalised as intangible
assets and its development and production activities are capitalised within
"Property, plant and equipment".
All costs incurred prior to the acquisition of licences are expensed
immediately to the income statement.
Licence acquisition costs, geological and geophysical costs and the direct
costs of exploration and appraisal are initially capitalised as intangible
assets, pending determination of the existence of commercial reserves in the
licence area. Such costs are classified as intangible assets based on the
nature of the underlying asset, which does not yet have any proven physical
substance. Exploration and appraisal costs are held, un-depleted, until such a
time as the exploration phase on the licence area is complete or commercial
reserves have been discovered. If commercial reserves are determined to exist
and the technical feasibility of extraction demonstrated, then the related
capitalised exploration/appraisal costs are first subjected to an impairment
test (see below) and the resulting carrying value is transferred to the
development and producing assets category within property, plant and
equipment. If no commercial reserves exist, then that particular
exploration/appraisal effort was "unsuccessful" and the costs are written off
to the income statement in the period in which the evaluation is made. The
success or failure of each exploration/appraisal effort is judged on a field
by field basis.
All costs incurred after the technical feasibility and commercial viability of
producing hydrocarbons has been demonstrated are capitalised within
development/producing assets on a field by field basis. Development
expenditure comprises all costs incurred in bringing a field to commercial
production, including financing costs. Subsequent expenditure is capitalised
only where it either enhances the economic benefits of the
development/producing asset or replaces part of the existing
development/producing asset.
Net proceeds from any disposal of an exploration asset are initially credited
against the previously capitalised costs. Any surplus proceeds are credited to
the income statement. Net proceeds from any disposal of exploration assets are
credited against the previously capitalised cost. A gain or loss on disposal
of an exploration asset is recognised in the income statement to the extent
that the net proceeds exceed or are less than the appropriate portion of the
net capitalised costs of the asset.
Upon commencement of production, capitalised costs will be amortised on a unit
of production basis which is calculated to write off the expected cost of each
asset over its life in line with the depletion of proved and probable
reserves.
Assets that are subject to amortisation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's net realisable value less costs to sell and value
in use. For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash flows. These
cash-generating units ("CGUs") are aligned to the business unit and
sub-business unit structure the Group uses to manage its business. Cash flows
are discounted in determining the value in use.
1.5 Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the
power to govern the financial and operating policies of the entity so as to
obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in
which the group holds a long-term interest and has significant influence. The
group considers that it has significant influence where it has the power to
participate in the financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares control under
a contractual arrangement are classified as jointly controlled entities.
Shares in Group undertakings are held at cost less impairment provisions.
Impairments occur where the recoverable value of the investment is less than
its carrying value. The recoverable value of the investment is the higher of
its fair value less costs to sell and value in use. Value in use is based on
the discounted future net cash flows of the investee.
1.6 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
1.7 Financial Instruments
Non-derivative financial instruments comprise trade and other receivables,
cash and cash equivalents, loans and borrowings, and trade and other payables.
Interest- bearing borrowings are recognised initially at fair value less
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost using the effective
interest method.
1.8 Financial assets
Financial assets are recognised in the group's statement of financial position
when the group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for
indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
1.9 Financial liabilities
The group recognises financial debt when the group becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group's
obligations are discharged, cancelled, or they expire.
1.10 Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds
received, net of direct issue costs,allocated between share capital and share
premium. Dividends payable on equity instruments are recognised as liabilities
once they are no longer payable at the discretion of the company.
Convertible Loan Note
Initial Recognition
The convertible loan note is initially recognised by separating it into the
host contract and the embedded derivative. The embedded derivative is measured
at fair value at initial recognition. The value of the host contract is
determined as the difference between the proceeds received (net of transaction
costs directly attributable to the issuance of the instrument) and the fair
value of the embedded derivative.
Subsequent Measurement
• Equity Component (Host Contract):
After initial recognition, the equity component of the convertible loan is
measured at the residual amount of the transaction price less the fair value
of the conversion feature. The host contract is not remeasured at subsequent
reporting dates.
• Embedded Derivative Liability:
The embedded derivative is measured at fair value using a Monte Carlo-based
option pricing model. Changes in fair value are recognised immediately in
profit or loss, and the derivative is remeasured at each reporting date.
Conversion
• Equity Component (Host Contract):
Upon conversion, the carrying amount of the equity component is transferred to
share capital and share premium, as applicable.
• Embedded Derivative Liability:
The fair value of the embedded derivative at the date of conversion is
transferred to equity, assuming the shares are issued. Any difference between
the carrying amount of the derivative and the fair value of the shares issued
(number of shares × share price at the conversion date) is recognised in
profit or loss.
1.11 Taxation
Current Tax
Current tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities, based on tax rates and
laws that are enacted or substantively enacted by the reporting date.
Deferred tax
Deferred tax is recognised on all temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
financial statements, with the following exceptions:
· In respect of taxable temporary differences associated with investments in
subsidiaries, where the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will
· Deferred tax assets are recognised only to the extent that it is probable
that taxable profit will be available against which the deductible temporary
differences, carried forward tax credits or tax losses can be utilised.
Deferred tax assets and liabilities are measured on an undiscounted basis at
the tax rates that are expected to apply when the related asset is realised or
liability is settled, based on tax rates or laws enacted or substantively
enacted at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date.
Deferred tax assets and liabilities are offset only if certain criteria are
met.
Income tax is charged or credited to other comprehensive income if it relates
to items that are charged or credited to other comprehensive income.
Similarly, income tax is charged or credited directly to equity if it relates
to items that are credited or charged directly to equity. Otherwise income tax
is recognised in the income statement.
1.12 Provisions
Provision is made for the cost of decommissioning oil and gas wells and other
oil field facilities. The cost of decommissioning is determined through
discounting the amounts expected to be payable to their present value at the
date the provision is recorded and this calculation is re-assessed at each
reporting date. This amount is included within development and production
assets by licence area and the liability is included in provisions. The cost
will be depleted over the life of the licence area on a unit of production
basis and charged to the Income Statement. The unwinding of the discount is
reflected as a finance cost in the income statement over the expected
remaining life of the well.
1.13 Foreign Currency
The Group's consolidated financial statements are presented in Sterling, which
is also the Company's functional currency. The assessment of functional
currency has been based on the currency of the economic environment in which
the Group operates and in which its costs arise. These financial statements
have been presented in Sterling.
Monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the rate of exchange ruling at the
reporting date. Transactions in foreign currencies are recorded at the rate
ruling at the date of the transaction. All exchange gains and losses are taken
to the income statement.
1.14 Warrants
The Group classifies instruments issued as financial liabilities or equity
instruments in accordance with the substance of the contractual terms of the
instruments. The warrants issued (as outlined in note 28) are derivative in
nature and are classified as equity.
1.15 Operating segments
The Chief Executive monitors the operating results of its operating segment
for the purposes of making decisions and performance assessment. Segment
performance is evaluated based on operating profit or loss and is reviewed
consistently with operating profit or loss in the consolidated financial
statements. Because the Group does not engage yet in business activities from
which it may earn revenue, and as all its developmental activities are
currently located in one geographical area, no reportable segment has been
identified nor disclosed in these financial statements.
1.16 Finance income and expenses
Interest income and interest payable is recognised in the income statement as
it accrues, using the effective interest method. Finance expenses comprise
interest on leased assets, unwinding of any discount on provisions, fair value
movement of warrants, and foreign exchange movements in the retranslation of
non-sterling denominated liabilities.
2 Adoption of new and revised standards and changes in accounting
policies
The financial statements have been prepared in accordance with UK adopted
International Financial Reporting Standards (IFRSs) and their interpretations
issued by the International Accounting Standards Board ("IASB").
The IFRSs applied by the company in the preparation of these financial
statements are those that were effective on or before 31 December 2024.
The following standards, amendments and interpretations which became effective
from 1 January 2024 are of relevance to the company:
· Classification of Liabilities as Current or Non-Current (Amendments to IAS
1)
Standards, amendments and interpretations to existing standards that are not
yet effective and have not been adopted early by the company:
· Lack of Exchangeability - Amendments to IAS 21(The Effects of Changes in
Foreign Exchange Rates)
The effective date for all the above being 1 January 2025.
In the year ended 31 December 2024, the Group and Company did not early adopt
any new or amended standards and do not plan to early adopt any of the
standards issued but not yet effective.
There would not have been a material impact on the financial statements if
these standards had been applied in the current year.
3 Critical accounting estimates and judgements
In the application of the company's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.
Critical judgements
Going concern (policy (1.3) above)
Addition to critical accounting estimates and judgments note 3
Judgement Applied in Classification of Derivative as Equity or Liability
The Group issues convertible loans (CLNs) with embedded derivative features,
which necessitates significant judgement in determining the classification of
the derivative as either equity or a financial liability. This judgement
considers the contractual terms of the conversion option, assessing whether
the derivative meets the criteria for classification as equity. Where
classified as a derivative financial liability (DFL), it is held at fair value
through profit or loss (FVTPL), whereas derivatives classified as equity are
not remeasured after initial recognition.
Estimation Applied in Valuation of Derivative Financial Liability
For CLNs classified as containing a DFL held at FVTPL, the Group uses a Monte
Carlo simulation model to estimate the fair value of the DFL on initial
recognition, at each reporting date, and upon conversion events. This approach
is deemed appropriate due to the simulation's ability to model a range of
possible outcomes, capturing the inherent variability in conversion terms and
share price volatility. Key inputs in the Monte Carlo model include the
Company's share price, share price volatility, the risk-free interest rate,
and assumptions regarding the timing and probability of conversion.
Changes in any of these assumptions may significantly impact the fair value of
the derivative liability, potentially resulting in profit or loss variations.
Management regularly reassesses these inputs, utilising historical data and
market-based assumptions to ensure that the fair value estimation reflects the
economic substance of the convertible instrument.
Key sources of estimation uncertainty
Deferred tax asset
Deferred tax assets have not been recognised because it is not probable that
future taxable profits will be available against which the Group can use the
benefits therefrom.
Further details of the assumptions used can be found in this statement of
accounting policies and in the notes to these financial statements
4 Revenue
The Group has one reportable operating and geographic segment, which is the
exploration for oil and gas reserves in Ireland. All operations are classified
as continuing and currently no revenue is generated from the operating
segment.
5 Operating Loss
2024 2023
£'000 £'000
Operating loss for the year is stated after charging/(crediting):
Exchange Losses - 2
Legal and professional fees 132 224
Accountancy 23 68
Timewriting Charge - (56)
6 Auditor's remuneration
2024 2023
£'000 £'000
Fees payable to the group's auditor and associates:
For audit services 25 25
Audit of the financial statements of the group and company
7 Employees - Group and Company
The average monthly number of persons (including directors) employed by the
group during the year was:
2024 2023
Number Number
Employees 1
1
Their aggregate remuneration comprised:
2024 2023
£'000 £'000
Wages and salaries
Social Security Costs
Total 66 62
8 Directors' remuneration
2024 2023
£'000 £'000
Remuneration for qualifying services 101
105
9 Finance costs
2024 2023
£'000 £'000
Interest on bank overdrafts and loans 52
54
10 Other gains
2024 2023
£'000 £'000
Gain on derivative liability (Note 29) 10
512
Gain on reversal of decommissioning liability 10
512
During 2023, Following the full impairment of the carrying value of intangible
assets related to the Barryroe lease undertaking (Note 29), the associated
decommissioning provision was deemed unsubstantiated and reversed to the
comprehensive income statement.
11 Income tax expense
The charge for the year can be reconciled to the loss per the income statement
as follows:
2024 2023
£'000 £'000
Loss before taxation 336 (16,343)
Expected tax credit based on groupwise effective corporation tax rate of (84) (3,841)
25.00% (2023: 23.50%)
Effect of expenses not deductible in determining taxable profit
Income not taxable
3
Unutilised tax losses carried forward
3,841
Taxation charge for the year
-
81 (119)
119
-
-
An unutilised tax loss of £1.81 million (parent entity) is being carried
forward to subsequent tax year, arising from add back of non- trade
relationship and management expense entries.
Deferred tax assets have not been recognised because it is uncertain that
future taxable profits will be available against which the Group can use the
benefits therefrom.
12 Loss per share
2024 2023
Number Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share Effect 1,393,179,981 1,067,207,378
of dilutive potential ordinary shares (note - will not apply for losses):
Weighted average number of ordinary shares for diluted earnings per share 1,393,179,981 1,067,207,378
2024 2024
£'000 £'000
Loss
Continuing operations
Loss for the period from continued operations (336) (16,343)
2024 2023
Pence per share Pence per share
Basic earnings per share (0.02) (1.53)
Diluted earnings per share (0.02) (1.53)
The calculation of the weighted average number of ordinary shares excludes
Deferred Shares and Deferred A Shares, as these classes of shares do not carry
voting or dividend rights.
13 Intangible assets
Exploration/appraisal assets
Cost £'000
At 1 January 2023 16,336
Additions 60
At 31 December 2023 16,396
Additions -
At 31 December 2024 16,396
Amortisation and Impairment
Impairment loss 16,396
At 31 December 2023 16,396
At 31 December 2024 16,396
Carrying Amount
At 31 December 2024 -
At 31 December 2023 -
14 Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking Registered office Principal activities Class of shares held % Held Direct
Lansdowne Celtic Sea Limited England Oil and gas exploration Ordinary 100.00
Milesian Oil & Gas Limited Ireland Oil and gas exploration Ordinary 100.00
15 Joint operation
Details of the group's joint ventures at 31 December 2024 are as follows:
Name of undertaking Principal activities % Interest
Helvick Lease Undertaking Hydrocarbon exploration 9
16 Trade and other receivables - Group
2024 2023
Amounts falling due within one year £'000 £'000
VAT recoverable - 4
Prepayments - 1
- 5
17 Trade and other receivables - Company
2024 2023
Amounts falling due within one year: £'000 £'000
VAT recoverable - 4
Prepayments - 1
- 5
18 Borrowings - Group
2024 2023
£'000 £'000
Borrowings held at amortised cost:
Loans from related parties 1,085 1,033
2024 2023
£'000 £'000
Loans from related parties above:
LC Capital loan balance at the beginning of the period 1,033 979
Loan interests 52 54
LC Capital loan balance at the end of the period 1,085 1,033
A senior secured loan note was issued in 2015 to LC Capital Master Fund Ltd
("LC"), a related party as outlined in Note 31. The loan is secured against
assets held by Milesian Oil & Gas Limited, a subsidiary of the parent
company operating in Ireland (Note 14). Currently, the coupon rate is 5% per
annum. In December
2023, LC Capital Master Fund Ltd has agreed to extend the term of the loan to
30 June 2024. Following this, a further extension was approved after June
2024, and discussions regarding the loan repayment terms are still ongoing
with company management and a renewed agreement has not been signed as of the
date of signing the accounts.
19 Borrowings - Group
2024 2023
£'000 £'000
Borrowings held at amortised cost:
Loans from related parties 1,085 1,033
Borrowings of £1.03 million is related to the Shareholder loan granted by LC
capital Master Fund Ltd (Note 18).
20 Capital commitments
The Group has no unprovided contractual commitments
for capital expenditure (2023: Nil)
21 Financial risk management
The Group's operations expose it to a variety of financial risks: market risk
(including the effects of changes in foreign currency exchange rates, interest
rates and commodity prices), credit risk and liquidity risk. The Board
approves the use of financial products to manage the Group's exposure to
fluctuations in foreign currency exchange rates and interest rates.
a) Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks. The
Group's policy is to deposit cash with banks with an 'A' rating or better
where possible. 100 per cent of cash held on deposit at 31 December 2024 was
held with such banks.
Other than fully written down impairment of NIL (2023: £ 59,770 ) recognised
in respect of receivables from its subsidiaries, the Company has no credit
risk associated with its other receivables. See note 31.
There are no financial assets which are past due but not impaired at the end
of the reporting period.
The maximum credit risk exposure relating to financial assets is represented
by carrying values as at the reporting date.
The group does not hold any collateral or other credit enhancements to cover
this credit risk.
b) Liquidity risk management
The Board regularly reviews rolling cash flow forecasts for the Group and
Company.
Financial and costs obligations related to the Group and Company's licences
will be financed by either reducing its equity interest through new
participants farming in, by the raising of new capital, through shareholder
loans, or a combination of all three.
In December 2023, an extension was granted for the repayment of the LC Capital
loan (Note 18), with a new due date of 30 June 2024. Following this, a further
extension was approved after June 2024, and discussions regarding the loan
repayment terms are still ongoing with company management and a renewed
agreement has not been signed as of the date of signing the accounts.
Based on current forecasts, the Group and Company will need to raise further
capital to meet its future obligations. This is reliant upon the assumptions
outlined in the Statement of Accounting Policies.
There is no difference between the carrying value and the contractually
undiscounted cash flows for financial liabilities. At 31 December 2024, all
trade and other payables and shareholder loans were due within one year.
c) Market risk management
Foreign exchange risk
Although the Group reports in Sterling, certain transactions are conducted in
Euro. Given the low level of business conducted in Euro during the year,
foreign exchange rate fluctuations had an immaterial effect on the result for
the year.
Interest rate risk
The Group's interest rate risk arises from cash deposits and interest bearing
liabilities.
Given the low level of average cash balances held by the Group during the
year, a 10 per cent increase or decrease in average interest rates would have
had an immaterial effect on the loss for the year and impact to interest
bearing liabilities.
d) Capital risk management
The group is not subject to any externally imposed capital requirements. The
Group defines capital as equity plus shareholder loans.
The Group's objective when managing capital is to safeguard its ability to
continue as a going concern in order to provide returns for the shareholders
and to maintain an optimal capital structure to reduce the cost of capital.
The Group regularly reviews its capital structure on the basis of its expected
capital requirements in order to achieve the defined strategic objectives and
manages its capital accordingly.
The Group is committed to fully complying with the terms of the loan agreement
with LC Capital Master Fund Limited, in order to maintain good cash liquidity
a strong relationship with the shareholder.
The Group's and Company's financial instruments comprise cash, other
receivables and trade payables and shareholder loans due within one year and
therefore, management believes that the carrying values of those financial
instruments approximate fair value.
e) Fair value of non-derivative financial assets and financial
liabilities
The Group's and Company's financial instruments comprise cash, other
receivables and trade payables and shareholder loans due within one year and
therefore, management believes that the carrying values of those financial
instruments approximate fair value.
22 Trade and other payables - Groups
Current Non-current
2024 2023 2024 2023
as restated as restated
Amounts falling due within one year: £'000 £'000 £'000 £'000
Trade payables 71 44 - -
Accruals 74 55 - -
Social security and other taxation Derivative financial liability 28 8 - -
- - 27 -
173 107
27 -
23 Trade and other payables - Company
Current Non-current
2024 2023 2024 2023
as restated as restated
Amounts falling due within one year: £'000 £'000 £'000 £'000
Trade payables 71 44 - -
Accruals 74 55 - -
Social security and other taxation Derivative financial liability 28 8 - -
- - 27 -
173 107
27 -
24 Provisions
Consequent to the correspondence received from DECC on 19 May 2023, the Group
no longer expects to be required to fund the abandonment costs of the Barryroe
well . This provision was released in June 2023 (Note 13).
25 Share capital
2024 2023 2024 2023
Authorised share capital Number Number £'000 £'000
Ordinary Shares of 0.01p each 1,393,618,337 1,233,618,337 139 123
Deferred Shares of 4.9p each 161,741,795 161,741,795 7,925 7,925
Deferred A Shares of 0.09p each 1,233,618,337 1,233,618,337 1,111 1,111
2,788,978,469 2,628,978,469 9,175 9,159
Issued and fully paid
Ordinary Shares of 0.01p each 1,393,618,337 1,233,618,337 139 123
Deferred Shares of 4.9p each 161,741,795 161,741,795 7,925 7,925
Deferred A Shares of 0.09p each 1,233,618,337 1,233,618,337 1,111 1,111
2,788,978,469 2,628,978,469 9,175 9,159
Reconciliation of movements of ordinary shares during the year:
Number
At 1 January 2024 1,233,618,337
Issue of fully paid shares 160,000,000
At 31 December 2024 1,393,618,337
In December 2023, the Company also placed a second tranche of 160,000,000 new
ordinary shares of 0.1 pence each to raise £160,000, conditional on the
passing of resolutions at a General Meeting of the Company's shareholders held
on 29 December 2023. These resolutions were duly passed. The issuance and
trading of the shares took place on 2 January 2024.
Both Deferred Shares (Sub-divided in 2016) and Deferred 'A' Shares
(Sub-divided in 2023) have little economic value as they do not carry any
rights to vote or dividend rights, although both Deferred Shares and the New
Deferred 'A' Shares will rank pari passu with the New Ordinary Shares on a
return of capital or on a winding up of the Company.
26 Share premium account
2024 2023
as restated
£'000 £'000
At the beginning of the year (as restated) 31,787 31,606
Issue of new shares 144 240
Cost of share issue (32) (59)
At the end of the year 31,899 31,787
27 Convertible loan reserve
2024 2023
£'000 £'000
At the beginning of the year Arising in the year (Note 29) - 45 -
-
At the end of the year 45 -
28 Warrants reserve
The opening fair value of £115,000 relate to equity portion of the LC Capital
Loan compound financial instrument valued at inception in December 2021 after
issue of 26 million LC warrant instrument by the company.
During the year, the Company issued no additional warrants to shareholders.
Warrants issued in the prior period were catagorised into either ' LC
warrants', 'Investor warrants' or 'Broker warrants'
The warrants were classified and accounted for as equity.
The table below provides the summary of warrant movements and fair value
during the year:
Group and Company Number of Fair Value
Warrants £'000
At 1 January 2024 117,529,826 115
LC warrants - lapse of warrants (Table A) (41,529,826) -
Investor warrants - issue of warrants (Table B) - -
Broker warrants - issue of warrants (Table C) - -
At 31 December 2024 76,000,000 115
The total charge to the statement of comprehensive income for the year ended
31 December 2024 was £NIL (2023: NIL).
LC Warrants - Table A
Date of Warrants Warrants Warrants Exercise Expiry Fair Value
Grant Balance b/f Issue/lapse Balance c/f Price Date £'000
as at 1 Jan 2024 41,529,826 0.001p 30/06/2024 Note
30/06/2024 41,529,826 (41,529,826) -
-
- (a)
as at 31 Dec 2024 (41,529,826) -
(a) In December 2023, as part of LC Capital's agreement to the Loan Extension,
the Company has agreed to certain amendments to the LC Warrant Instrument.
The foregoing arrangements provide that:
• the exercise period for all of the warrants granted under the LC Warrant
Instrument (including the LC Warrants) has been extended to now expire on 30
June 2024 , in line with the Loan Extension; and
• as a result of the Maturity Date being extended, the provisions of the LC
Warrant Instrument, which provided for the warrants granted under the LC
Warrant Instrument being adjusted in the event of the Company completing any
equity fundraising(s) prior to 31 December 2023 will apply in respect of any
Equity Fundraising completed prior to 30 June 2024.
Investor Warrants - Table B
Date of Warrants Warrants Warrants Exercise Expiry Fair Value
Grant Balance b/f Issue Balance c/f Price Date £'000
as at 1 Jan 2024 60,000,000 0.001p 01/02/2025 Note
as at 31 Dec 2024 60,000,000 - (b)
(a) In connection with the Placing in January 2023, the Company also granted
a total of 60,000,000 warrants ("Investor Warrants") to placees participating
in the Placing, on a one Investor Warrant per Placing Share basis, to
subscribe for new ordinary shares in the Company at a price of 1.0 pence per
share. The Investor Warrants will be exercisable until the second anniversary
of Admission.
Broker Warrants - Table C
Date of Warrants Warrants Warrants Exercise Expiry Fair Value
Grant Balance b/f Issue Balance c/f Price Date £'000
as at 1 Jan 2024 16,000,000 0.001p 29/12/2026 Note
as at 31 Dec 2024 16,000,000 - (c)
(b) In 2023, 16,000,000 warrants were granted to the broker Tavira Financial
Limited, with an exercise price of 0.1p per ordinary share. The Broker
Warrants will be exercisable up until the third anniversary of admission of
the Conditional Placing Shares to trading on AIM.
Fair value calculation of warrants
The warrant transactions above in regard to 'LC warrants', 'Broker warrants'
and 'Investors warrants' do not fall within the scope of IFRS 2, specifically
within section 2.2.3.A, where such transaction would be in exchange for goods
and services. The warrants are only held by shareholder as an incentive to
invest in the company in the future. The accounting treatment is such case do
not require the use of Black Scholes model to calculate the fair value as at
grant date. As a result the fair value of warrant transactions above from (a)
to (c) remains NIL as at 31 December 2024.
29 Convertible loan notes
As at 31 December 2024, the fair value of the DFL was as follows:
Group and Company £'000
At 1 January 2024 -
Initial 37
recognition
Fair value through income 10
statement
At 31 December 27
2024
Equity Host Contract
The principal (host contract) was issued with the intention for it to be
converted into equity upon completion of the RTO. Until that point, both
parties intend for the CLNs to remain outstanding indefinitely. The parties do
not intend for the principal to be repaid in cash, and therefore the principal
is an equity host contract.
Initial recognition and measurement
The value of the host contract is determined as the difference between the
proceeds received (net of transaction costs directly attributable to the
issuance of the instrument) and the fair value of the embedded derivative.
The equity component is not remeasured and remains within equity unless the
instrument is modified or converted.
As at 31 December 2024, the fair value of the equity host contract was as
follows:
Group and Company £'000
At 1 January 2024 -
Initial 48
recognition
Allocated transaction (3)
costs
At 31 December 45
2024
30 Events after the reporting date
In February 2025 the Company announced the issuing of a further £45,000 of
Convertible Loan Notes, arranged by Tavira Financial Limited, the Company's
joint broker, to a number of existing shareholders.
The Loan terms are the same as those previously entered into and announced on
20 September 2024. The Loan is unsecured, carries no interest and shall be
converted into new ordinary shares of 0.01 pence each in the Company ("New
Ordinary Shares") at the time of completing a reverse takeover and subject to
shareholder approval for the extension of share issuance authorities. The
conversion price will be the lower of 0.1 pence (being the share price at the
time of suspension on 21 March 2024), or a 20% discount price to the issue
price at the time of any issuance of shares alongside a future reverse
takeover. At the date of signing of these accounts, the reverse takeover is
expected to take place in the third quarter of 2025.
On 30 July 2025, the Company announced the issued of a further £100,000 of
Convertible Loan Notes, made under the same terms as the previous issues in
September 2024 and February 2025.
Lansdowne used the funds to provide working capital whilst discussions
continue with potential funders for Lansdowne's Energy Charter Treaty claim
against Ireland and work progresses toward a potential reverse takeover.
Trading in the Company's shares on AIM remained suspended. Regarding the ECT
claim, a large amount of information has been provided to a potential
third-party litigation funder that has indicated interest in funding the
claim. Again, this is expected to come to fruition in the third quarter 2025.
There can however, be no guarantee that such funding will be forthcoming.
On 24 July 2025, a financial commitment of approximately £15,000 (USD
$20,000) was made to a U.S.-based law firm to progress legal agreements with a
prospective third-party litigation funder. The associated costs are being
shared among the claimants, with the Company's portion amounting to the above
commitment. While there is no certainty of a successful conclusion, the
Company is encouraged by this development.
31 Related party transactions
Remuneration of key management personnel
2024 2023
£'000 £'000
Short-term employee benefits (Salaries) 101 105
Other transactions with related parties
Transactions with LC Capital Master Fund Ltd
The Company has a loan agreement with LC Capital Master Fund Limited, a major
shareholder. Warrants were granted to LC Capital Targeted Opportunities Fund.
Details of the loan agreement are given in Note 18.
Amounts due by subsidiaries
At 31 December 2024, amounts owed to the Company by its subsidiaries totalled
£22 million (2023: £22 million). These amounts have been provided in full in
the Company's financial statements as there is no immediate prospect of
repayment. Amounts due to the Company are unsecured, non-interest bearing and
have no fixed repayment terms.
32 Prior period adjustment
During the preparation of the 2024 statutory accounts, the Group management
undertook a reconciliation of the share issue costs brought forward from prior
year.
The reconciliation identified that the share premium in 2023 was overstated by
£8k and trade creditors understated by the same amount as a result of the
late receipt of invoices.
Management resolved to correct the opening share premium account against the
prior year's share premium balance. This adjustment ensures that both the
share premium and trade creditor balances are appropriately stated in the
Company and Group accounts.
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