REG - Lansdowne Oil & Gas - Annual Results and Notice of AGM
30/06/2023 15:00
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RNS Number : 6050E Lansdowne Oil & Gas plc 30 June 2023
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).
30 June 2023
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Audited Results for the year ended 31 December 2022
2022 Annual Report & Accounts and Notice of Annual General Meeting
Lansdowne Oil & Gas ("Lansdowne" or "the Company") is pleased to announce
its audited results, for the year ended 31 December 2022. Lansdowne is an
upstream oil and gas company, focused on exploration and appraisal activities
in the North Celtic Sea Basin, off the south coast of Ireland.
Lansdowne is also pleased to announce that the Company's 2022 Annual Report
& Accounts have been posted to shareholders along with the notice of the
Annual General Meeting ("AGM") to be held at 12.00 noon on 9 August 2023 at
the offices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A
4ES.
Copies of the 2022 Annual Report & Accounts and Notice of AGM will shortly
be available to download from the Company's website,
www.lansdowneoilandgas.com (http://www.lansdowneoilandgas.com)
Jeffrey Auld, Non-Executive Chairman of Lansdowne, commented:
Lansdowne exited 2022 having spent the year pursuing the award of a Lease
Undertaking for the Barryroe oil and gas field.
Having discovered hydrocarbons on the Barryroe Licence in 2012 the Company has
continued to move towards development of the discovery. The Company and its
partner duly submitted an application for a Lease Undertaking in April 2021.
In 2019, eight years since Lansdowne acquired the Standard Exploration Licence
1/11 (the licence upon which the Barryroe field was discovered), the
Department of the Environment, Climate and Communications ("DECC") introduced
new Financial Capability Guidelines. These Financial Capabilities Guidelines
are much more onerous than those in place when Lansdowne acquired the licence
and discovered the Barryroe field and are considerably different from those in
extractive industries elsewhere.
Without evidence that Lansdowne and its joint-venture partner has approval
to proceed with the drilling of an appraisal well on Barryroe, in the form of
the Lease Undertaking, it is extremely difficult to raise the full capital
required to drill the well. The Barryroe joint venture partners have
repeatedly attempted to correspond with DECC since the submission of the Lease
Undertaking Application in April 2021. Responses from DECC have taken many
months and repeated requests for meetings have been denied.
In October 2022 DECC provided a report of financial capability to the Barryroe
joint-venture partners indicating that the arrangements put forward did not
meet the financial capability requirements and providing an opportunity for
the Barryroe partners to provide additional information. Both partners
sought to respond to the concerns outlined under the new and revised financial
capability guidelines in November 2022.
At year end 2022 this application continued to remain under consideration by
DECC.
Barryroe Offshore, as operator of the Joint Venture commenced planning for
drilling in 2024, in the expectation that a Lease Undertaking would be granted
and went out to the market enquiring about rig availability in early May 2023.
However, on 19 May 2023, Barryroe Offshore Energy received a letter from the
Irish DECC advising that Eamon Ryan, Minister for the DECC (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.
Outlook
As reported by the Sustainable Energy Authority of Ireland, in 2022:
"Oil (48.2%) and Gas (31.1%) remain the largest sources of Ireland's energy,
together accounting for just under four-fifths of our national energy
requirement. In 2022, 86.4% of Ireland's energy was derived from fossil fuels,
almost unchanged from their 2021 energy share of 86.1%.
Ireland's dependence on energy imports continued to increase in 2022. We
imported 83.4% of our energy requirement, up from 80.5% in 2021, and 69.0% in
2018. Ireland's import dependency is relatively high (the EU average was 57.5%
in 2020), because we import all our oil and coal products, and an increasing
proportion of our gas, as production from the Corrib gas-field declines. In
2022, 73.9% of Ireland's gas was imported, up from 71.3% in 2021, and 38.6% in
2018."
Ireland will continue to require oil and gas in its energy mix for decades to
come.
It has been commented on many times that indigenous production of oil and gas
delivers greatly lower carbon emissions than imported hydrocarbons.
As has been demonstrated on many occasions, Barryroe contains significant
quantities of oil and gas with the potential to deliver much needed energy
security for Ireland, lower carbon emissions compared to imports and great
value for all stakeholders.
Lansdowne has invested c. $20 million in the Barryroe project to date and 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 under a Brent Oil Price assumption of
US$68 per barrel in 2027, rising to $70/barrel (bbl) in 2028 and 2029 and
inflated at 2% per annum thereafter. As stated before, 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. ("NSAI").
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 billion cubic feet (BCF) Gas Initially in
Place (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.
The decision by the Minister not to grant the Lease Undertaking is
disappointing not only for the Company, but also other stakeholders, including
Ireland, which continues to import significant amounts of oil & gas,
something the development of Barryroe could help to address.
Given the lack of progress on the Lease Undertaking, Lansdowne had already
commenced discussions with external legal advisors on the potential to pursue
legal proceedings to protect its investment in Barryroe, prior to receipt of
the letter from DECC.
The Company has now advanced the engagement with external legal counsel and
has continued to pursue the steps required to move towards arbitration to
protect its investment in the Barryroe Project. The Company believes there is
clear evidence of the DECC and the Minister failing to act in a fair and
equitable manner with the Barryroe Partners consistent with its obligations
under Irish law and also international law. Given Lansdowne is a UK domiciled
Company it will be pursuing its claim in international arbitration pursuant to
the investment protection regime established under the Energy Charter Treaty
to which both Ireland and the United Kingdom are signatories.
Lansdowne's legal advisors, Ashurst LLP, have initiated arbitration
proceedings under the Energy Charter Treaty by submitting a letter giving
notice pursuant to Article 26 (2) (c) of the ECT requiring Ireland to
participate in discussions with a view to settling the dispute.
Funding for this legal action is expected to be provided by litigation
funders, with no additional financial requirement from the Company. The
Company has been approached by litigation funding firms and initial
discussions are already underway, with positive feedback thus far. The Company
intends to wait to see the Irish Government's response within the statutory
3-month timeframe, which is already underway, before subsequently looking to
formalise litigation funding.
Further updates will be made with respect to the funding and legal process as
appropriate, along with more information on the claims sought by Lansdowne in
this matter.
In parallel the Company is also undertaking further cost-cutting measures at
the plc level given the status of the Barryroe licence. The Company believes
these initiatives will reduce its annual costs consistent with the activity
levels required to pursue the ECT arbitration. As at 30 June 2023 the Company
had cash of £15,000, however based on conversations with its existing
shareholders, the Company believes it will be able to secure further equity
funding as required. However, there is no guarantee that the Company will be
able to secure such funding.
Our partner, and Operator of the Barryroe Joint Venture, Barryroe Offshore
Energy plc. ("BEY"), announced on 19 June 2023 that its shares would be
suspended from trading and that it would arrange an Extraordinary General
Meeting in July 2023 to seek shareholder approval to appoint a Liquidator to
the Company through a Creditors Voluntary Liquidation. In the meantime,
discussions will continue with BEY's major shareholders to secure renewed
funding.
Unlike Lansdowne, BEY being an Irish company, does not have investor
protection under the Energy Charter Treaty ("ECT") and so would only have
recourse to compensation through the Irish Courts, rather than through the
International Arbitration open to Lansdowne.
Your company continues to seek to create value for shareholders, whilst facing
a number of headwinds. We had hoped to achieve this through the appraisal and
development of the Barryroe oil and gas field to the benefit of all
stakeholders, but now must turn to the litigation pathway to seek
compensation.
Operational highlights
· Barryroe Oil Field (SEL 1/11)
o New reservoir and development studies to assess potential of first Phase
development of Barryroe, centred around the 48/24-10z area were completed
o New CPR completed by RPS over Phase 1 development area estimated 2C
Resources of 81.2 million barrels recoverable, 16.4 million barrels net to
Lansdowne
o In October 2022 correspondence was received from the Department of the
Environment, Climate and Communications ("DECC") that an independent report
had concluded that on the basis of financial information provided to date, the
parties to the Barryroe Joint Venture Partnership had not yet demonstrated
compliance with the Financial Capability Assessment for Offshore Oil & Gas
Exploration and Appraisal Application Guidance (the "Financial Capability
Assessment").
o In November 2022, Lansdowne and it partner, Barryroe Offshore Energy,
submitted additional materials to DECC confirming financial capability to
deliver the work programme
o On 19 May 2023 a letter was received from DECC advising that Eamon Ryan,
the Minister for DECCwould not grant a Lease Undertaking for Barryroe, on
grounds of financial capability.
o Lansdowne has commenced arbitration proceedings as allowed for under the
Energy Charter Treaty.
Financial highlights
· Cash balances at 31 December 2022 of £0.01 million (2021: £0.20
million).
· Operating expenses for the year were £0.2 million (2021: £0.1
million).
· Loss for the year after tax of £0.4 million (2021: loss £0.1
million).
· Diluted loss per share of 0.04 pence (2020: loss 0.02 pence).
· The LC Capital Master Fund loan, due for repayment on 31 December
2022, was extended to 31 December 2023.
· In March 2022, the Company placed 60,000,000 new ordinary shares with
new and existing investors at a placing price of 0.5 pence per share, raising
£300,000 before costs.
· Associated with the fund raise, 1,821,826 warrants were granted to LC
Capital Targeted Opportunities Fund, LP in accordance with the provisions of
LCCTOC's warrant instrument.
· LC now holds 27,821,826 warrants over ordinary shares and the strike
price for these warrants has been amended to 0.5 pence per share from 0.525
pence per share pursuant to the LC warrant instrument.
For further information please contact:
Lansdowne Oil & Gas plc +353 1 963 1760
Steve Boldy
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Richard Hail
Tavira Financial Limited +44 (0) 20 3192 1739
Joint Broker
Oliver Stansfield
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is a North Celtic Sea focused, oil and gas
exploration and appraisal company quoted on the AIM market and head quartered
in Dublin.
For more information on Lansdowne, please refer to www.lansdowneoilandgas.com
(http://www.lansdowneoilandgas.com) .
Results for the year ended 31 December 2022
Chairman's Statement
Introduction
Lansdowne exited 2022 having spent the year pursuing the award of a Lease
Undertaking for the Barryroe oil and gas field.
Having discovered hydrocarbons on the Barryroe Licence in 2012 the Company has
continued to move towards development of the discovery. The Company and its
partner duly submitted an application for a Lease Undertaking in April 2021.
In 2019, eight years since Lansdowne acquired the Standard Exploration Licence
1/11 (the licence upon which the Barryroe field was discovered), the
Department of the Environment, Climate and Communications ("DECC") introduced
new Financial Capability Guidelines. These Financial Capabilities Guidelines
are much more onerous than those in place when Lansdowne acquired the licence
and discovered the Barryroe field and are considerably different from those in
extractive industries elsewhere.
Without evidence that Lansdowne and its joint-venture partner has approval
to proceed with the drilling of an appraisal well on Barryroe, in the form of
the Lease Undertaking, it is extremely difficult to raise the full capital
required to drill the well. The Barryroe joint venture partners have
repeatedly attempted to correspond with DECC since the submission of the Lease
Undertaking Application in April 2021. Responses from DECC have taken many
months and repeated requests for meetings have been denied.
In October 2022 DECC provided a report of financial capability to the Barryroe
joint-venture partners indicating that the arrangements put forward did not
meet the financial capability requirements and providing an opportunity for
the Barryroe partners to provide additional information. Both partners
sought to respond to the concerns outlined under the new and revised financial
capability guidelines in November 2022.
At year end 2022 this application continued to remain under consideration by
DECC.
Barryroe Offshore, as operator of the Joint Venture commenced planning for
drilling in 2024, in the expectation that a Lease Undertaking would be granted
and went out to the market enquiring about rig availability in early May 2023.
However, on 19 May 2023, Barryroe Offshore Energy received a letter from the
Irish DECC advising that Eamon Ryan, Minister for the DECC (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.
Financial Results
The Group recorded an after tax loss of £0.4 million for the year ended 31
December 2022 compared to a loss of £0.1 million for the year ended 31
December 2021.
Group operating expenses for the year were £0.2 million, compared to £0.1
million in 2021. Net finance expense for the year was £146,000 (2021:
£49,000). Cash balances of £0.01 million (2021: £0.2 million) were held at
the end of the financial year.
The spend incurred on the Barryroe Licence area for the year totalled
£211,000 (2021: £435,000). Total equity attributable to the ordinary
shareholders of the Group was £14.8 million as at 31 December 2022 (£14.7
million as at 31 December 2021).
In March 2022, the Company placed 60,000,000 new ordinary shares with new and
existing investors at a placing price of 0.5 pence per share, raising
£300,000 before costs.
Associated with the fund raise, 1,821,826 warrants were granted to LC Capital
Targeted Opportunities Fund, LP in accordance with the provisions of LCCTOC's
warrant instrument, the terms of which were announced previously on 31
December 2021. LC now holds 27,821,826 warrants over ordinary shares and the
strike price for these warrants has been amended to 0.5 pence per share from
0.525 pence per share pursuant to the LC warrant instrument.
The Company on 30 December 2022 announced that it had entered into an
agreement with LC Capital Master Fund ("LCCMF") to extend the payment date of
its outstanding loan of £1.08 million (the "Loan") which was due for
repayment on 31 December 2022. The repayment date on the loan has been
extended to 31 December 2023.
Post year end, in January 2023, the Company placed 60,000,000 new ordinary
shares of 0.1 pence each in the Company ("ordinary shares") with new and
existing investors at a placing price of 0.5 pence per share, raising
£300,000 before costs.
In association with the Placing, 3,000,000 Broker Warrants were granted to the
broker Tavira Financial Limited, with an exercise price of 0.5p per ordinary
share. The Broker Warrants are exercisable up until the third anniversary of
Admission.
In connection with the Placing, 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 new ordinary 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. In
the event all of the Investor Warrants are exercised before their expiry, the
Company would receive a further £0.60 million in cash.
Separately, 1,788,000 warrants have been granted to LC Capital Targeted
Opportunities Fund, LP ("LC") in accordance with the provisions of LC's
warrant instrument, the terms of which have been previously announced on 31
December 2021. LC now holds 29,609,826 warrants over ordinary shares at a
strike price of 0.5 pence per share. In addition, in the event that the
Investor Warrants and Broker Warrants are exercised in full prior to the
maturity date of the LC warrants, LC will be granted up to an additional
1,877,400 warrants over ordinary shares in accordance with the provisions of
LC's warrant instrument.
Outlook
As reported by the Sustainable Energy Authority of Ireland, in 2022:
"Oil (48.2%) and Gas (31.1%) remain the largest sources of Ireland's energy,
together accounting for just under four-fifths of our national energy
requirement. In 2022, 86.4% of Ireland's energy was derived from fossil fuels,
almost unchanged from their 2021 energy share of 86.1%.
Ireland's dependence on energy imports continued to increase in 2022. We
imported 83.4% of our energy requirement, up from 80.5% in 2021, and 69.0% in
2018. Ireland's import dependency is relatively high (the EU average was 57.5%
in 2020), because we import all our oil and coal products, and an increasing
proportion of our gas, as production from the Corrib gas-field declines. In
2022, 73.9% of Ireland's gas was imported, up from 71.3% in 2021, and 38.6% in
2018.
Ireland will continue to require oil and gas in its energy mix for decades to
come.
It has been commented on many times that indigenous production of oil and gas
delivers greatly lower carbon emissions than imported hydrocarbons.
As has been demonstrated on many occasions, Barryroe contains significant
quantities of oil and gas with the potential to deliver much needed energy
security for Ireland, lower carbon emissions compared to imports and great
value for all stakeholders.
Lansdowne has invested c. $20 million in the Barryroe project to date and 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 under a Brent Oil Price assumption of
US$68 per barrel in 2027, rising to $70/barrel (bbl) in 2028 and 2029 and
inflated at 2% per annum thereafter. As stated before, 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. ("NSAI").
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 billion cubic feet (BCF) Gas Initially in
Place (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.
The decision by the Minister not to grant the Lease Undertaking is
disappointing not only for the Company, but also other stakeholders, including
Ireland, which continues to import significant amounts of oil & gas,
something the development of Barryroe could help to address.
Given the lack of progress on the Lease Undertaking, Lansdowne had already
commenced discussions with external legal advisors on the potential to pursue
legal proceedings to protect its investment in Barryroe, prior to receipt of
the letter from DECC.
The Company has now advanced the engagement with external legal counsel and
has continued to pursue the steps required to move towards arbitration to
protect its investment in the Barryroe Project. The Company believes there is
clear evidence of the DECC and the Minister failing to act in a fair and
equitable manner with the Barryroe Partners consistent with its obligations
under Irish law and also international law. Given Lansdowne is a UK domiciled
Company it will be pursuing its claim in international arbitration pursuant to
the investment protection regime established under the Energy Charter Treaty
to which both Ireland and the United Kingdom are signatories.
Lansdowne's legal advisors, Ashurst LLP, have initiated arbitration
proceedings under the Energy Charter Treaty by submitting a letter giving
notice pursuant to Article 26 (2) (c) of the ECT requiring Ireland to
participate in discussions with a view to settling the dispute.
Further updates will be made with respect to the legal process as appropriate,
along with more information on the claims sought by Lansdowne in this
matter.
Our partner, and Operator of the Barryroe Joint Venture, Barryroe Offshore
Energy plc. ("BEY"), announced on 19 June 2023 that its shares would be
suspended from trading and that it would arrange an Extraordinary General
Meeting in July 2023 to seek shareholder approval to appoint a Liquidator to
the Company through a Creditors Voluntary Liquidation. In the meantime,
discussions will continue with BEY's major shareholders to secure renewed
funding.
Unlike Lansdowne, BEY being an Irish company, does not have investor
protection under the Energy Charter Treaty ("ECT") and so would only have
recourse to compensation through the Irish Courts, rather than through the
International Arbitration open to Lansdowne.
Your company continues to seek to create value for shareholders, whilst facing
a number of headwinds. We had hoped to achieve this through the appraisal and
development of the Barryroe oil and gas field to the benefit of all
stakeholders, but now must turn to the litigation pathway to seek
compensation.
Jeffrey Auld
Chairman
30 June 2023
Lansdowne Oil & Gas plc
Consolidated Income Statement
For the year ended 31 December 2022
2022 2021
Notes £'000 £'000
Administrative expenses (218) (82)
Operating loss (218) (82)
Finance costs 16 (146) (49)
Loss for the year before tax (364) (131)
Income tax 17 - -
Loss for the year (364) (131)
Loss per share (pence):
Basic loss per ordinary share 3 (0.04p) (0.02p)
Diluted loss per ordinary share 3 (0.04p) (0.02p)
The results for the year all arise on continuing operations.
Lansdowne Oil & Gas plc
Consolidated Statement of Financial Position
As at 31 December 2022
2022 2021
Assets Notes £'000 £'000
Non-Current Assets
Intangible assets 4 16,336 16,125
Current Assets
Trade and other receivables 6 19 21
Cash and cash equivalents 15 199
34 220
Total Assets 16,370 16,345
Equity and Liabilities
Shareholders' Equity
Share capital 12 11,990 11,930
Share premium 12 28,475 28,284
Currency translation reserve 59 59
Share-based payment reserve 15 - 316
Warrants reserve 9 115 -
Accumulated deficit (25,889) (25,936)
Total Equity 14,750 14,653
Non-Current Liabilities
Provisions 10 512 388
512 388
Current Liabilities
Shareholder loan 8 979 1,027
Trade and other payables 7 129 277
Total Liabilities 1,620 1,692
Total Equity and Liabilities 16,370 16,345
Lansdowne Oil & Gas plc
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
2022 2021
Notes £'000 £'000
Cash flows from operating activities
Loss for the year (364) (131)
Adjustments for:
Interest payable and similar charges 146 48
Decrease/(increase) in trade and other receivables 2 (4)
(Decrease)/increase in trade and other payables (23) 86
Net cash used in operating activities (239) (1)
Cash flows from investing activities
Acquisition of intangible exploration assets 4 (211) (435)
Net cash used in investing activities (211) (435)
Cash flows from financing activities
Proceeds from the issue of share capital 300 -
Cost of raising shares (34) -
Net cash from financing activities 266 -
Net (decrease) in cash and cash equivalents (184) (436)
Cash and cash equivalents at 1 January 199 635
Cash and cash equivalents at 31 December 15 199
Lansdowne Oil & Gas plc
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Share Based Payment Reserve Currency Translation Reserve
Share Capital £'000 Share Premium £'000 £'000 £'000 Warrants Accumulated Deficit Total Equity £'000
Reserve £'000
£'000
Balance at 1 January 2021 11,930 28,284 923 59 - (26,412) 14,784
Loss for the financial year - - - - - (131) (131)
Total comprehensive loss for the year - - - - - (131) (131)
Lapse of share options - - (607) - - 607 -
Balance at 31 December 2021 11,930 28,284 316 59 - (25,936) 14,653
Balance at 1 January 2022 11,930 28,284 316 59 - (25,936) 14,653
Loss for the financial year - - - - - (364) (364)
Comprehensive loss for the year - - - - - (364) (364)
Issue of new shares - gross consideration (note 12) 60 240 - - - - 300
Issue of shares - warrants (Note 9)
- (15) - - 15 - -
Issue of warrants to holder of loan notes (Note 9)
- - - - 100 95 195
Cost of share issues - (34) - - - - (34)
Lapse of share options - - (316) - - 316 -
Balance at 31 December 2022 11,990 28,475 - 59 115 (25,889) 14,750
Lansdowne Oil & Gas plc
Notes to the Financial Information
For the year ended 31 December 2022
1. Basis of presentation
The consolidated financial statements are presented in Sterling, the Company's
functional currency, and all values are rounded to the nearest thousand
(£'000) except where otherwise indicated.
The Directors have prepared the financial statements on the going concern
basis which assumes that the Group and Company will continue in operational
existence for at least twelve months from the date of the approval of these
financial statements as described below.
The Directors have carried out a detailed assessment of the Group's current
and prospective activity, its relationship with the holder of its loan note,
and have prepared cash flow projections for the period to 30 June 2024. The
following represent the key assumptions underpinning the cash flow
projections:
Regulatory considerations
Lansdowne exited 2022 having spent the year pursuing the award of a Lease
Undertaking for the Barryroe oil and gas field.
In October 2022, DECC provided a report of financial capability to the
Barryroe joint-venture partners. Both partners sought to respond to the
concerns outlined under the new and revised financial capability guidelines in
November 2022.
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.
Funding options
In February 2021 the Irish Minister at the Department of the Environment,
Climate and Communications, Eamonn Ryan announced that the Government would
introduce legislation to end the award of any new licences for both oil and
gas exploration. This has since been passed into law.
It was again confirmed that the legislation will not affect existing
authorisations (such as SEL1/11 - Barryroe), whereby existing licences can
progress to production.
Should this change, the Company stated previously that it would pursue
strenuously claims for compensation.
Now that the Minister has refused to award a Lease Undertaking for Barryroe,
pursuing compensation through legal proceedings is that path that is being
followed.
It is anticipated that the Company's loan note holder will extend the maturity
of its loan notes which currently mature on 31 December 2023 should this be
requested in line with previous experience. In addition, the Company will seek
new funds to pursue legal proceedings for compensation for Barryroe, either
from a further equity placing, via shareholder loans, or accessing other
potential forms of less dilutive funding available to the Company that
includes, but is not limited to, combinations of the following:
(i) a convertible instrument or
(ii) external litigation funders or
(iii) financial support from either a strategic partner or
(iv) debt funding
This legal action will only be pursued on the condition that sufficient
additional funds are raised to finance this undertaking.
Based on the cash flow projections prepared by the Directors, planned future
fund-raisings will be adequate to ensure that the Group and Company will be
able to discharge all liabilities as they fall due.
The Directors believe that the Company will be able to secure further debt or
equity funding as may be required. However, there is no guarantee that the
Company will be able to secure such funding.
The Directors have considered the various matters set out above and have
concluded that a material uncertainty exists that may cast significant doubt
on the ability of the Group and Company to continue as going concern and that
the Group and Company may therefore be unable to realise their assets and
discharge their liabilities in the normal course of business. Nevertheless,
after making enquiries and considering the uncertainties described above, the
Directors are of the view that the Group and Company will have sufficient cash
resources available to meet their liabilities and continue in operational
existence for at least 12 months from the date of approval of these financial
statements.
On that basis, 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.
2. Segmental Reporting
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.
3. Loss per ordinary share
2022 2021
£'000 £'000
The loss for the year was wholly from continuing operations
Loss for the year attributable to equity holders (364) (131)
Weighted average number of ordinary shares in issue - basic and diluted 919,974,501 873,618,337
Loss per share arising from continuing operations attributable to the equity
holders of the Company - basic and diluted (in pence)
0.04 0.02
For diluted earnings per share, the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all dilutive potential ordinary
shares. The Group has one class of potential ordinary shares being share
options. As a loss was recorded for both 2022 and 2021, potentially issuable
shares would have been anti-dilutive. The number of potentially issuable
shares at 31 December 2022 is 30,821,826 (2021: 27,445,970).
4. Intangible assets
Group Exploration/
Appraisal assets
£'000
Cost
At 1 January 2021 15,690
Additions 435
At 31 December 2021 16,125
At 1 January 2022 16,125
Additions 211
At 31 December 2022 16,336
Oil and gas project expenditures, all of which relate to Barryroe, including
geological, geophysical and seismic costs, are accumulated as intangible
assets prior to the determination of commercial reserves. The directors have
assessed the current ongoing activities and future planned activities and are
satisfied that the carrying value is appropriate.
Under IFRS 6 the following considerations have been reviewed
1) Whether the period for exploration has expired or is near expiry and
is not expected to be renewed: Licence SEL 1/11 expired in July 2021 and, as
allowed for under the terms of the Licence, an application for a follow on
authorization, a Lease Undertaking, was submitted in April 2021 and was
expected to be awarded.
2) Whether significant expenditures on further E&E activities are
not budgeted or planned: The work program submitted with the application
consisted of an appraisal well with an expected costs of $40 million gross $8
million net to Lansdowne.
3) Whether the entity has decided to discontinue E&E activities due
to lack of exploration success: Barryroe is an oil and gas discovery and the
entity planned to continue activities, with the expectation that development
of the field would follow on from a successful appraisal well.
4) Whether the entity has sufficient data indicating that the book cost
is unlikely to be recovered from a successful development or from a sale: The
most recent independent CPR completed in 2022 indicated a value of $104
million for a Phase 1 development of the Barryroe Field for Lansdowne's 20%
share, greatly in excess of the current book value of c. $20 million.
Following the drilling of the 48/24-10z well a Competent Persons Report (CPR)
was produced by Netherland Sewell and Associates Inc (NSAI). This concluded
that the Basal Wealden oil bearing A Sand had 2C resources of 266 million
barrels of oil and 187 billion cubic feet of associated gas.
A CPR carried out previously by RPS on the Middle Wealden oil bearing sands
concluded that these contained 2C resources of 45 million barrels and 21
billion cubic feet of gas.
The total combined audited gross on block 2C recoverable resources at Barryroe
therefore amount to 346 million barrels of oil equivalent, comprising 311
million barrels of oil and 207 billion cubic feet of gas.
A further CPR was carried out by RPS to assess the potential oil recoverable
from a first phase of development of the central area of Barryroe. This work
concluded in February 2022. The total estimated 2C resources for a Phase 1
development of the Basal Wealden oil bearing A Sand, amounted to 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 in the 2C oil resources case, delivers an NPV10% for Lansdowne's
20% share of $104 million (£82.5 million at £1 = $1.26) 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 Brent Oil Price is currently $75/bbl and the forward curve remains above
$62/bbl through to the end of 2030.
Importantly, no CPR has assessed the volumes and value of the gas contained in
the Basal Wealden C Sand that was tested with strong flow rates in the
48/24-10z well. Previous work by Providence indicated this reservoir could
contain c. 400 billion cubic feet of gas.
As at the period end the Board considers that no impairment of the assets is
required for a variety of reasons explored below. Subsequent to the period
end the Board believed that the Lease Undertaking would be provided. The
Board went as far as committing expense to the provision of a capital
guarantee that was designed to meet the financial capabilities test. The
Board also considered that given the extremely high energy prices of late
2022, the continuing war in Ukraine impacting oil and gas supplies to Europe
and the greatly increased focus on energy security, that the lease undertaking
would be granted. Well into the second quarter of 2023 the Board felt this
expectation to be reasonable.
In October 2022 DECC provided a report of financial capability to the Barryroe
joint-venture partners indicating that the arrangements put forward did not
meet the financial capability requirements and providing an opportunity for
the Barryroe partners to provide additional information. Both partners
sought to respond to the concerns outlined under the new and revised financial
capability guidelines in November 2022.
Barryroe Offshore Energy (previously Providence Resources) put forward a €40
million convertible loan from its largest shareholder, Vevan. This amount was
sufficient to cover the entire costs of the minimum work programme commitment
put forward in the Barryroe Lease Undertaking Application.
Lansdowne put in place a letter of support to provide a loan of more than
enough to cover its share of the work programme (estimated at $8 million).
In dialogue with DECC it was also established that €1.25 million had already
been expended by the Barryroe partners on various items included in the work
programme for preparatory works prior to drilling.
At year end, this application continued to remain under consideration by the
DECC but a decision was finally made as detailed in the Post Balance Sheet
event in Note 6.
Also, as outlined in the Post Balance Sheet event in Note 6, the Intangible
asset of £16.3 million and related decommissioning provision were written off
post year end in May 2023.
5. Share capital
2022 2021
Authorised
933,618,337 ordinary shares at 0.1 pence each 933,618,337 873,618,337
Issued, called up and fully paid: Number of Ordinary Shares Share Share Premium
Capital £'000 Total
£'000 £'000
At 1 January 2021 873,618,337 11,930 28,284 40,214
At 31 December 2021 873,618,337 11,930 28,284 40,214
At 1(st) January 2022 873,618,337 11,930 28,284 40,214
Issued in year 60,000,000 60 240 300
Share issue costs - - (34) (34)
Share warrant issue costs - - (15) (15)
At 31 December 2022 933,618,337 11,990 28,475 40,465
In March 2022, the Company placed 60,000,000 new ordinary shares with new and
existing investors at a placing price of 0.5 pence per placing share, raising
£300,000 before costs. Warrants were also awarded as part of this placing and
details of these are outlined in note 9.
6. Post Balance Sheet events
Share Placing:
In January 2023, the Company placed 60,000,000 new ordinary shares with new
and existing investors at a placing price of 0.5 pence per placing share,
raising £300,000 before costs.
In association with the Placing, 3,000,000 warrants (Broker Warrants) have
been granted to Tavira Financial Limited, with an exercise price of £0.5p per
ordinary share. The Broker Warrants are exercisable up until the third
anniversary of Admission 1 February 2026.
In connection with the Placing, the Company will also grant a total of
60,000,000 warrants (Investor Warrants) to places 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 1 February 2025. In the event all of the Investor Warrants are
exercisable before their expiry, the Company would receive a further £0.6
million in cash.
Separately, 1,788,000 warrants have been granted to LC Capital Targeted
Opportunities Fund, LP(LC) in accordance with the provisions of LC's warrant
instrument, the terms of which have been previously announced on 31 December
2021. LC holds 29,609,826 warrants over ordinary shares at a strike price of
0.5 pence per share. In addition, in the event that the Investor Warrants and
Broker Warrants are exercised in full prior to the maturity date of the LC
warrants, LC will be granted up to an additional 1,877,400 warrants over
ordinary shares in accordance with the provisions of LC's warrant instrument.
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.
The decision by the Minister not to grant the Lease Undertaking is
disappointing not only for the Company, but also other stakeholders, including
Ireland, which continues to import significant amounts of oil & gas,
something the development of Barryroe could help to address.
Given the lack of progress on the Lease Undertaking, Lansdowne had already
commenced discussions with external legal advisors on the potential to pursue
legal proceedings to protect its investment in Barryroe, prior to receipt of
the letter from DECC.
The Company has now advanced the engagement with external legal counsel and
has continued to pursue the steps required to move towards arbitration to
protect its investment in the Barryroe Project. These discussions are already
well advanced, and the Company believes there is clear evidence of the DECC
and the Minister failing to act in a fair and equitable manner with the
Barryroe Partners consistent with its obligations under Irish law and also
international law. Given Lansdowne is a UK domiciled Company it expects to
pursue its claim in international arbitration pursuant to the investment
protection regime established under the Energy Charter Treaty to which both
the Ireland and the United Kingdom are signatories.
Lansdowne's legal advisors, Ashurst LLP, have initiated arbitration
proceedings under the Energy Charter Treaty by submitting a letter giving
notice pursuant to Article 26 (2) (c) of the ECT requiring Ireland to
participate in discussions with a view to settling the dispute.
Further updates will be made with respect to the legal process as appropriate,
along with more information on the claims sought by Lansdowne in this matter.
In light of the above, the Directors have determined that this is a non
adjusting event as at 31 December 2022 under the provisions of IAS 10 Event
After the Reporting Period. However, the Intangible asset of £16.3 million
and related decommissioning provision were written off post year end in May
2023.
7. Accounts
Copies of the annual accounts for the year ended 31 December 2022 will be sent
to shareholder shortly and will be available from the Group's office at
Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18 Ireland and
the Group's website www.lansdowneoilandgas.com.
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