REG - Lansdowne Oil & Gas - Interims for the six months ended 30 June 2025
27/10/2025 07:00
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RNS Number : 8535E Lansdowne Oil & Gas plc 27 October 2025
27 October 2025
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Interim Results for the six months ended 30 June 2025
Lansdowne Oil & Gas ("Lansdowne" or "the Company") is pleased to announce
its unaudited results, for the six months ended 30 June 2025.
First half Highlights
Operational
Ireland
· Energy Charter Treaty Barryroe Oil and Gas Field (SEL 1/11)
o The Company continued to engage with other parties, that are qualifying
investors under the terms of the Energy Charter Treaty, to advance a claim for
compensation for Ireland's refusal to award a Lease Undertaking for the
Barryroe Oil and Gas field.
o Working through contracted legal advisers a great deal of information has
been provided to a potential third-party litigation funder that has expressed
interest in funding the claim.
o A conclusion to this process is expected in the very near future.
o There can, however, be no guarantee of a positive outcome.
· Helvick Oil Field Lease Undertaking
o The extension to this Lease Undertaking remains under consideration by
DECC.
Reverse Take Over
· Work advanced throughout the first half of the year to complete the
necessary documentation for a Reverse Take Over of the targeted company.
Financial highlights
· Cash balances at 30 June 2025 of £0.013million (31 December 2024:
£0.011 million).
· Loss for the period after tax of £ 0.337 million (2024: loss £0.138
million).
· Loss per share of 0.02pence (2024: loss 0.01 pence).
· In January 2025 and March 2025, the Company announced the completion
of a further Convertible Loan Agreement with existing shareholders, for
£45,000 and £50,000 respectively, on the same terms as those issued in
September 2024.
· These terms are unsecured, carry 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 is 0.1 pence or a 20% discount to the share issue price at
the time of the reverse takeover.
Post Balance Sheet Events
· In July 2025 the Company announced the completion of further
Convertible Loan Agreement for £50,000 on the same terms as those issued in
September 2024, January 2025 and March 2025.
· The Company's shares continued to be suspended on AIM, awaiting the
completion of the planned reverse takeover.
Chairman's Statement
The first half of 2025 proved to be very busy, with work continuing to
progress the Company's ECT Claim for the loss of the Barryroe asset and to
progress the planned reverse takeover.
Both work streams have continued into the second half of the year. It had been
hoped to reach a conclusion of both of these workstreams in the third quarter,
but this has slipped into the fourth quarter.
Trading in the Company's shares remains suspended on AIM awaiting a successful
conclusion to the planned Reverse Take Over.
Jeffrey Auld
Chairman
For further information please contact:
Lansdowne Oil & Gas plc
Steve Boldy
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Richard Hail
Tavira Securities 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.
In May 2023 the application for a Lease Undertaking for the Barryroe oil and
gas 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 07.30am on 21 March 2024
("Suspension").
For more information on Lansdowne, please refer to www.lansdowneoilandgas.com
(http://www.lansdowneoilandgas.com) .
Lansdowne Oil and Gas plc
Condensed Consolidated Income Statement and Statement of Comprehensive Income
Six month ended 30 June 2025
Unaudited Unaudited Audited
6 months 6 months Year
ended
ended
ended
30 June '25
30 June '24
31 Dec. '24
£000s £000s £000s
Administration expenses (322) (138) (294)
______ ______ _______
Operating loss (322) (138) (294)
Finance costs (25) - (52)
Other gains 10 - 10
______ ______ _______
Loss before tax (337) (138) (336)
Income tax credit - - -
______ ______ ______
Loss for the financial period (337) (138) (336)
Other Comprehensive Income - - -
Total comprehensive loss for the financial period (337) (138) (336)
===== ===== ======
Loss per share (pence)
(0.02p) (0.01p) (0.02p)
Basic and diluted
===== ===== ======
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Financial Position
As at 30 June 2025
Unaudited Unaudited Audited
30 June '25 30 June '24 31 Dec. '24
£000s £000s £000s
Assets
Non-Current Assets
Intangible assets - - -
_______ _______ _______
- - -
_______ _______ _______
Current Assets
Cash and cash equivalents 13 72 11
_______ _______ _______
13 72 11
_______ _______ _______
Total Assets 13 72 11
======= ======= =======
Equity & Liabilities
Shareholders' Equity
Share capital 9,175 9,175 9,175
Share premium 31,899 31,899 31,899
Currency translation reserve - - -
Convertible loan reserve 103 - 45
Warrants reserve 115 115 115
Accumulated deficit (42,845) (42,310) (42,508)
_______ _______ _______
Total Equity (1,553) (1,121) (1,274)
Non-Current Liabilities
Derivative financial liability 55 - 27
Current Liabilities
Trade and other payables 401 160 173
Shareholder loan 1,110 1,033 1,085
_______ _______ _______
Total Liabilities 1,566 1,193 1,285
_______ _______ _______
Total Equity and Liabilities 13 72 11
======= ======= =======
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Cash flows
Six months ended 30 June 2025
Unaudited Unaudited Audited
6 months
6 months
Year
ended
ended
ended
30 June '25
30 June '24
31 Dec. '24
£000s £000s £000s
Cash flows from operating activities
Loss for the period (337) (138) (336)
Adjustments for:
Interest payable and similar charges 25 - 52
Gain from Derivative liability (10) - (10)
Decrease in trade and other receivables - - 5
Increase in trade and other payables 228 59 68
Other charge 1 - -
_______ _______ _______
Net cash used in operating activities (93) (79) (221)
Cash flows from investing activities
_______ _______ _______
Net cash from investing activities - - -
Cash flows from financing activities
Proceeds from the issue of share capital - 139 139
Cost of raising shares - (13) (13)
Issue of convertible loans 95 - 82
_______ _______ _______
Net cash from financing activities 95 126 208
----------- ----------- -----------
2 47 (13)
Net increase/(decrease) in cash and cash equivalents
11 25 24
Cash and cash equivalents at start of period
_______ _______ _______
Cash and cash equivalents at end of period 13 72 11
======= ======= =======
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Changes in Equity
Six months ended 30 June 2025
Share Capital Share Premium Convertible loan reserve Warrants Reserve Retained Losses Total
£000s £000s £000s £000s £000s £000s
Unaudited
At 1 January 2024 (restated) 9,159 31,787 - 115 (42,172) (1,111)
Loss for the period - - - - (138) (138)
_____ _______ _______ _______ _______ _______
Total comprehensive loss for the period - - - (138) (138)
-
Issue of new shares - gross consideration 16 144 - - 160
-
Cost of share issues - (32) - - - (32)
--------- --------- --------- ---------- ---------- ----------
At 30 June 2024 9,175 31,899 - 115 (42,310) (1,121)
_____ _______ _______ _______ _______ _______
9,159 31,787 - (42,172) (1,111)
Audited
At 1 January 2024 115
Loss for the period - - - - (336) (336)
_____ _______ _______ _______ _______ _______
Total comprehensive loss for the period - (336) (336)
- - -
Issue of new shares - gross consideration 16 144 - - 160
-
Issue of convertible loan - - 45 - 45
-
Cost of share issues - (32) - - - (32)
_____ _______ _______ _______ _______ _______
At 31 December 2024 9,175 31,899 45 115 (42,508) (1,274)
_____ _______ _______ _______ _______ _______
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Changes in Equity (continued)
Six months ended 30 June 2025
Unaudited
At 1 January 2025 9,175 31,899 45 115 (42,508) (1,274)
Loss for the period - - - - (337) (337)
_____ _______ _______ _______ _______ _______
Total comprehensive loss for the period - - - (337) (337)
-
Issue of convertible loan - - 58 - - 58
_____ _______ _______ _______ _______ _______
At 30 June 2025 9,175 31,899 103 115 (42,845) (1,553)
_____ _______ _______ _______ _______ _______
Lansdowne Oil & Gas plc
Notes to the Interim Condensed Financial Statements
Six months ended 30 June 2025
1. Basis of Presentation
Accounting Policies
The interim financial information for the six months ended 30 June 2025 has
been prepared on the basis of the accounting policies which were adopted in
the 2024 Annual Report and Accounts and IAS 34, "Interim Financial Reporting".
The interim financial information does not comprise statutory accounts within
the meaning of section 434 of the Companies Act 2006. The results for the six
months to 30 June 2025 and the interim financial information should be
read in conjunction with the annual financial statements for the year ended 31
December 2024, which have been prepared in accordance with International
Accounting Standards (UK IASs). Those 2024 financial statements have been
delivered to the Registrar of Companies and include an auditor's report which
was unqualified and did not contain a statement under Section 498 of the
Companies Act 2006. It did, however, include a material uncertainty related to
going concern.
2. Going concern
The Directors have prepared the interim financial information on the going
concern basis which assumes that the Group and Company and its subsidiaries
will continue in operational existence for the foreseeable future.
As outlined in the 2024 Annual Report, following the refusal of the Irish
Minister for the Department of the Environment, Climate and Communications to
award a Lease Undertaking for the Barryroe oil and gas field, the £16.4
million intangible asset value was written off.
Lansdowne, however, is continuing to pursue compensation for loss via the
Energy Charter Treaty.
In the most recent Competent Persons Report (CPR) produced by RPS in 2022 on
the Barryroe oil and gas field Phase 1 development, and solely based upon the
Basal Wealden Oil reservoir, P50 gross recoverable oil volumes of 81.2 million
barrels were estimated (16.24 million barrels net to Lansdowne), from a Best
Estimate of 278 million barrels of oil in place (STOIIP).
An economic evaluation based upon the above 2C resources case, delivered an
NPV10% for Lansdowne's 20% share of $104 million (£77 million) under a Brent
Oil Price assumption of $68 - $70/barrel.
The Company has joined with other qualifying investors in the Barryroe project
to pursue compensation and work continued on the ECT claim throughout the
first half of the year.
A great deal of information has been provided to a potential third party
litigation funder, that has expressed interest in funding the claim and a
final decision is expected in the near future.
Whilst the Company remains confident of the merits of the claim, there can be
no guarantee of a favourable outcome to the litigation funding.
Through the first half of the year a great deal of work was also carried out
on progressing a Reverse Take Over (RTO) to acquire a new asset and all
documents are now at an advanced stage.
A fund-raising is planned to accompany the Reverse Take Over and the process
of re-admission of the Company's shares to trading on AIM. This is now
expected to occur in the fourth quarter of 2025.
The ability of the Group and Company to continue as a going concern, relies
upon successful future equity fund-raising and continued support from the
holder of the Company's Loan Note.
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 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.
3. Loss per share
The loss for the period was wholly from continuing operations.
Unaudited Unaudited Audited
6 months
6 months
Year
ended
ended
ended
30 June '25
30 June '24
31 Dec. '24
£000s £000s £000s
Loss per share arising from continuing operations attributable to the equity
holders of the Company
- basic and diluted (in pence) (0.02) (0.01) (0.02)
The calculations were based on the following information:
Loss attributable to equity holders of the Company (337) (138) (336)
Weighted average number of ordinary shares
In issue - basic and diluted 1,393,618,337 1,393,618,337 1,393,179,981
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 dilutive potential ordinary shares - share
options. As a loss was recorded for all periods reported, the issue of new
shares would have been anti-dilutive.
4. Convertible Loan Notes
In January 2025 and March 2025, the Company announced the completion of a
further Convertible Loan Agreement with existing shareholders, for £45,000
and £50,000 respectively. These Convertible Loan Notes were arranged by
Tavira Financial Limited, the Company's joint broker, with Directors of the
Company and a number of existing shareholders.
The Loans are unsecured, carry no interest, have no maturity date and shall be
converted into new ordinary shares of 0.01 pence each in the Company ("New
Ordinary Shares") at 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. As at the date of publication of these interim accounts, the
takeover is expected to take place around December 2025.
The net proceeds received £95,000 (after deductible transaction costs of
£Nil) from the issue of the convertible loan notes and as per IAS 32 have
been split between the equity host element and derivative liability component.
Derivative Financial Liability
Given that the conversion price is defined as the lower of 0.1p per share or a
20% discount to the Reverse Takeover (RTO) issue price, the conversion feature
fails the 'fixed-for-fixed' condition under IAS 32.16b(ii). This is because
the number of shares to be delivered will vary depending on the RTO issue
price and whether it falls below 0.1p at the time the conversion is triggered.
On this basis, the conversion feature is a derivative financial liability
(DFL).
Initial recognition and measurement
At the initial recognition, the DFL is measured at fair value. The fair value
of the DFL at the date of issuance of the convertible loans has been
determined using a Monte Carlo simulation model, which considered multiple
variables, including:
· Expected share price volatility
· Risk-free interest rate
· Expected life of the instrument
· Conversion probabilities and potential share price performance
· Subsequent measurement
Subsequent to initial recognition, the DFL is remeasured at fair value at each
conversion event and at each reporting date, with any changes in fair value
recognised immediately in profit or loss.
As at 30 June 2025, the fair value of the DFL was as follows:
Group and Company £'000
At 1 January 2024 -
CLNs issued during the year 37
Fair value through income statement (10)
At 31 December 2024 27
CLNs issued during the period 38
Fair value through income statement (10)
At 30 June 2025 55
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.
Group and Company £'000
At 1 January 2024 -
CLNs issued during the year 48
Allocated transaction costs (3)
At 31 December 2024 45
CLNs issued during the period 58
Allocated transaction costs -
At 30 June 2025 103
5. Post Balance Sheet Events
In July 2025 the Company announced the completion of further Convertible Loan
Agreement for £50,000 on the same terms as those issued in September 2024,
January 2025 and March 2025.
6. Shareholder loan
The shareholder loan of £1.110 million (31 December 2024: £1.085 million)
relates to a senior secured loan note issued in 2015 to LC Capital Master Fund
Limited at a coupon rate of 5%.
7. Copies of the Interim Report
Copies of the interim results can be obtained from the from the Company's
website www.lansdowneoilandgas.com (http://www.lansdowneoilandgas.com) .
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