REG - Pennpetro Energy PLC - HY Results for six months ended 30 September 2024
05/12/2025 07:10
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RNS Number : 4366K Pennpetro Energy PLC 05 December 2025
Trading Symbols
LSE: PPP
RNS:
5 December 2025
Pennpetro Energy Plc
("Pennpetro", "PPP", or "the Company")
Unaudited Consolidated Interim Results for the six months ended 30 September
2024
Pennpetro Energy plc (LSE: PPP), the company focused on developing strategic
traditional and transition energy projects, is pleased to announce its
financial results for the six months ended 30 September 2024 (the "Period").
Richard Spinks, Interim Chair and Chief Executive Officer, commented:
The period from 1 April to 30 September 2024 was one of profound transition
for Pennpetro Energy plc, marked by both limited operational achievement and
considerable challenges.
In April, the Company reported continued production and sales from the Peach
Creek (Austin Chalk) Oil Field in Gonzales County, Texas, affirming some
potential value of the Texan assets.
As the summer progressed, the Company reached agreement in July that
Houston-based J&J Drilling International LLC had been engaged by
Globalvision International U. LDA ("Globalvision") to commence drilling on our
Gonzales County wells. This operational momentum coincided with a strategic
realignment of our business model.
On 17 July 2024, Pennpetro announced the signing of Heads of Terms with
Globalvision. This agreement, once finalized, will see Globalvision acquire
all shares in our Texas subsidiary, Nobel USA Inc, in exchange for a
life-of-asset revenue stream currently estimated to last around 30 years, the
announcement read.
This transformational transaction effectively shifted Pennpetro from a direct
operator to a royalty and profit-sharing entity, reducing operational risk
while retaining a significant upside in future production.
However, shortly after this announcement, on 1 August 2024, Pennpetro shares
were suspended from trading on the London Stock Exchange due to the Company's
failure to publish the audited annual financial report by the 31 July
deadline. Not for the first time, and this led to the failure to close on the
proposed transaction with Globalvision.
Financial Highlights
In the six months ended 30 September 2024, the Company made an operating loss
of US $733,697 (30 September 2023: US $1,191,601) and a basic and diluted
loss per share of US $0.71 (30 September 2023: US $(1.22)).
Overview of Operations
Post Period Events
Since the suspension, your Board and management, various formats, today being
the third iteration, have worked tirelessly to resolve the issues that led to
this situation. We have collaborated closely with our auditors, legal
advisors, and regulatory authorities to strengthen our financial controls, due
diligence procedures, communication and reporting processes, ensuring that
Pennpetro emerges from this period with a more robust governance framework.
We have also moved to secure the Company's financial footing, agreeing a
Convertible Loan Note with Canadian RMD Group to strengthen working capital
through this transition, allowing the Company to settle outstanding trade
creditors' invoices going back a year, and often longer.
In November 2025, we convened an Annual General Meeting, at which shareholders
approved the 2023/24 accounts-an important milestone on our path to restoring
full compliance and seeking reinstatement of trading in our shares. The
requirement to publish the 2024/25 audited accounts, which are well on the way
to completion, following, again, delays in accessing information needed to
complete them from the United States.
Publishing these final set of overdue, audited accounts, as required
previously will bring PPP up to date with filings and clear the way from the
accounting perspective at least to apply for readmission to trading on the
London Stock Exchange.
We are aware that our shareholders have been long-suffering, enduring not only
the recent suspension but also historic frustration and disappointment,
however there is more that needs to be done before Pennpetro is ready to apply
to resume trading on the London Stock Exchange.
This is not a reflection on the current board of the Company, on the contrary,
it is only through the efforts over the past twelve months of all involved in
overcoming daily challenges at the Company that it continues to survive.
The board will apply for readmission to trading only once all outstanding
Compliance and Governance issues, of which there were many, and today remain
few, are completely resolved.
For example, the Company will need to demonstrate, to achieve a signed off
audit for 2024/25, that it has the financial resources to go forward as a
Going Concern. This in my view will not be possible until all of the
outstanding, historical problems which have impeded the return and issue of
shares in the Company to each and every entity or individual who has a right
to receive them is handled, once and for all.
Resolving the issue of historically pledged shares remains an urgent priority;
I want to reiterate unequivocally that any pledged shares will be returned to
their rightful recipients, in line with a fully confirmed Pledge Agreement
between the recipient and Pennpetro.
Any 'downstream' discussions, disputes or arguments are not the business of
Pennpetro Energy Plc. A lot of time has passed since this situation was
created and much has likely changed for those recipients who have been denied
the issuance of shares rightly owed to them. It is not the responsibility of
the Company or its directors to arbitrate beyond the contracted obligations
between the Company and the Pledgor.
This is central to re-establishing trust and transparency at the Company,
without which we cannot expect to be treated as an honest and good faith
partner for our shareholders, investors and the market as a whole. We are
working in every way to ensure this happens.
We hope to see an end to the endless sniping at the Company by a small group
of highly vocal individuals using social media and communication applications
to coordinate hateful and libelous narratives to be spread as truth as widely
as possible, for reasons known only to them. The Company is recording all such
instances and will consider a Norwich Pharmac Order process against each, and
every individual or organisation involved in this activity against the company
and its personnel.
We are encouraged to read that, finally, this week the London Stock Exchange
recognized this libelous behaviour as damaging to listed companies and the
London financial markets and will too take action to protect both.
Outlook
Looking ahead, Pennpetro is carrying out due diligence on a number of
strategic opportunities including in the United States and Canada. This is to
supplement the already announced initial Ukrainian license. This potentially
will provide geographical diversification and risk-management to the Company's
operations going forward.
We will be holding a General Meeting on 23 December 2025, at which
shareholders will be asked to mandate the Board and management to resolve the
pledged shares issue, among other share related obligations, which once
resolved should see PPP coming back to trading stronger and better than
before.
Shareholders should know that it is of critical importance to the future of
this Company that they vote to provide the headroom needed if Pennpetro Energy
Plc is to move forward.
The Board and I are grateful for the patience and support shown by our
stakeholders throughout this period of uncertainty. We remain focused on
returning Pennpetro Energy to trading, restoring value, and building a
stronger foundation for long-term growth, with shareholder support and market
confidence.
For further information please visit the Company's website
www.pennpetroenergy.co.uk (http://www.pennpetroenergy.co.uk) or follow us on
twitter @pennpetro or contact:
Pennpetro Energy PLC: c/o Camarco
Richard Spinks +44 (0) 20 3757 4980
Capital Plus Partners Limited - Broker
Jon Critchley +44 (0) 20 7432 0501
Camarco - Financial PR
+44 (0) 20 3757 4980
Andrew Turner | Fergus Young ppp@camarco.co.uk
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months to 30 September 2024 Unaudited 6 months to 30 September 2023 Unaudited
$'000 $'000
Continuing operations
Revenue 30 -
Cost of sales (56) -
Gross Loss (26) -
Administration expenses (551) (1,147)
Operating Loss (577) (1,147)
Other net gains/(losses) - -
Loss Before Interest and Income Tax (577) (1,147)
Net finance costs (157) (45)
Corporation tax expense - -
Loss for the period (734) (1,192)
Loss attributable to:
- owners of the Group (734) (1,192)
Loss for the period (734) (1,192)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Currency translation differences (95) (102)
Total comprehensive income (829) (1,294)
Attributable to:
- owners of the Group (829) (1,294)
Total comprehensive income (829) (1,294)
loss per share (cents) from continuing operations attributable to owners of (0.71) (1.22)
the Parent - Basic and diluted
CONDENSED CONSOLIDATED BALANCE SHEET
Notes As at As at As at
30 September 2024 31 March 2024 Audited 30 September 2023
Unaudited $'000 Unaudited
$'000 $'000
Non-Current Assets
Property, plant and equipment - - 1,485
Intangible assets 4 - - 4,234
- - 5,719
Current Assets
Trade and other receivables 297 308 314
Short term investments - - 360
Cash and cash equivalents 357 6 3
654 314 677
Total Assets 654 314 6,396
Non-Current Liabilities
Borrowings - - 4,478
Current Liabilities
Trade and other payables 2,320 2,129 801
Borrowings 4,505 4,346 -
Total current Liabilities 6,825 6,475 801
Total Liabilities 6,825 6,475 5,279
Net (Liabilities / Assets) (6,171) (6,161) 1,117
Equity Attributable to owners of the Company
Share Capital 1,419 1,278 1,242
Share Premium 9,121 8,443 8,090
Convertible reserve 4,173 4,173 4,173
Reorganisation reserve (6,578) (6,578) (6,578)
Foreign exchange translation reserve (342) (247) 97
Retained losses (13,964) (13,230) (5,907)
Total equity attributable to owners of the Company (6,171) (6,161) 1,117
Total Equity (6,171) (6,161) 1,117
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Share capital Share premium Convertible reserve Reorganisation reserve Foreign exchange translation reserve Retained losses Total equity
$'000 $'000 $'000 $'000 $'000 $'000 $'000
As at 1 April 2023 1,079 6,611 4,173 (6,578) 199 (4,306) 1,178
Comprehensive income
(Loss) for the period - - - - - (1,192) (1,192)
Other comprehensive income
Currency translation differences - - - - (102) (409) (511)
Total comprehensive income - - - - (102) (1,601) (1,703)
Issue of ordinary shares 193 1,849 - - - - (2,042)
Share based payments (30) (370) - - - - (400)
Total transactions with owners 163 1,479 - - - - 1,642
As at 30 September 2023 1,242 8,090 4,173 (6,578) 97 (5,907) 1,117
Share capital Share premium Foreign exchange translation reserve Retained losses Total equity
$'000 $'000 Reorganisation reserve $'000 $'000 $'000
Convertible reserve $'000
$'000
As at 1 April 2024 1,278 8,443 4,173 (6,578) (247) (13,230) (6,161)
Comprehensive income
(Loss) for the period - - - - - (734) (734)
Other comprehensive income
Currency translation differences - - - - (95) - (95)
Total comprehensive income - - - - (95) (734) (829)
Issue of ordinary shares 141 678 - - - - 819
Total transactions with owners 141 678 - - - - 819
As at 30 September 2024 1,419 9,121 4,173 (6,578) (342) (13,964) (6,171)
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
30 September 2024 Unaudited 30 September 2023 Unaudited
$'000 $'000
Note
Cash flows from operating activities
Loss before taxation (734) (1,192)
Adjustments for:
Exchange difference (95) (107)
Finance costs 157 -
Decrease in trade and other receivables 12 1
Increase in trade and other payables 350 166
Net cash used in operations (310) (1,132)
Cash flows from investing activities
Disposal of short term investments - (442)
Net cash used in investing activities - (442)
Cash flows from financing activities
Proceeds from issue of ordinary shares 846 1,643
Cost of issue of ordinary shares (27) -
Share based payment charge - (22)
Finance costs (157) (45)
Net cash from financing activities 662 1,576
Increase in cash and cash equivalents 352 2
Cash and cash equivalents at beginning of period 6 47
Exchange differences on cash (1) (46)
Cash and cash equivalents at end of period 357 3
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. General Information
The principal activity of Pennpetro Energy Plc ('the Company') and its
subsidiaries (together 'the Group') is an oil and gas developer with assets in
Texas, United States. The Company's US-based subsidiaries own a portfolio of
leasehold petroleum mineral interests centred on the City of Gonzales, in
southeast Texas, comprising the undeveloped central portion of the Gonzales
Oil Field. The Company's shares are listed on the standard market of the
London Stock Exchange. The Company is incorporated and domiciled in England
and Wales.
The address of the Company's registered office is 27-28 Eastcastle Street,
London, W1W 8DH.
2. Basis of Preparation
The consolidated interim financial statements have been prepared in accordance
with the recognition and measurement requirements of UK-adopted International
Accounting Standards ("UK-adopted IAS"). As permitted, the Company has chosen
not to adopt IAS 34 "Interim Financial Statements" in preparing these interim
financial statements. The consolidated interim financial statements should be
read in conjunction with the annual financial statements for the year ended 31
March 2024, which have been prepared in accordance with UK-adopted IAS.
The consolidated interim financial statements set out above do not constitute
statutory accounts. They have been prepared on a going concern basis in
accordance with the recognition and measurement criteria of UK-adopted IAS.
Statutory financial statements for the year ended 31 March 2024 were approved
by the Board of Directors on 24 September 2025.
The consolidated interim financial statements are presented in United States
dollars as the Company believes it to be the most appropriate and meaningful
currency for investors. The functional currency of the Company is pounds
sterling, and the functional currency of the US based subsidiaries is US
dollars.
Going concern
The Directors have prepared cashflow forecasts as part of their assessment of
the going concern position of the Company and Group. The Board of Directors
have considered these forecasts and have a reasonable expectation that the
Company and Group has adequate resources to continue in operational existence
through to 31 March 2027 as projected.
Whilst the Directors are confident in the Company's ability to raise
additional funds as required, from existing and/or new investors, the current
conditions do indicate the existence of a material uncertainty that may cast
significant doubt regarding the applicability of the going concern assumption.
These interim financial statements do not include adjustments that would arise
in the event of the Group and Company not being able to continue as a going
concern.
The factors that were extant at 31 March 2024 are still relevant to this
report and as such reference should be made to the going concern note and
disclosures in the 2024 Annual Report.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Group's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's 2024 Annual Report and Financial Statements. The key
financial risks are market risk, commodity and currency risk, credit risk, and
liquidity risk.
Critical accounting estimates and judgements
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, income and expenses, and disclosure of contingent assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 4 of the Group's 2024 Annual Report and
Financial Statements. Actual amounts may differ from these estimates. The
nature and amounts of such estimates have not changed significantly during the
interim period and no new critical estimates have arisen in the period.
3. Accounting Policies
The same accounting policies, presentation and methods of computation have
been followed in these condensed interim financial statements as were applied
in the preparation of the Group's annual financial statements for the year
ended 31 March 2024 except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted as a
result of changes in the Group.
3.1 Changes in accounting policy and disclosures
The UK Endorsement Board has issued standards and interpretations effective
for the first time for the financial period beginning 1 April 2024 for
entities applying UK adopted International Accounting Standards. The Directors
consider their adoption has not had any significant impact on the disclosures
or on the amounts reported in these interim financial statements.
The Directors have considered IFRS and amendments that are in issue but not
yet in effect for the accounting period. They have assessed that none of these
are expected to have a significant impact on the amounts reported in future
periods or to disclosures, other than IAS 1 (amended) which has been adopted
in these interim financial statements.
The amendments clarify that the classification of a liability is based on the
rights that exist at the reporting date and introduce enhanced disclosure
requirements where non-current classification depends on compliance with
covenants tested after the reporting date. Adoption of these amendments did
not result in any changes to the classification of the Group's borrowings in
these interim financial statements.
4. Intangible assets
Cost and Net Book Value $'000
Balance as at 1 April 2023 4,234
Additions -
Balance as at 30 September 2023 4,234
Balance as at 1 October 2023 4,234
Impairment (4,234)
Balance as at 31 March 2024 -
Balance as at 1 April 2024 -
As at 30 September 2024 -
In the Group's annual financial statements for the year ended 31 March 2024,
the Group recognised an impairment charge on the intangible assets following
the identification of impairment indicators. The directors have reassessed
impairment indicators as at the interim reporting date and have concluded that
there has been no change in circumstances that would require an update to the
prior valuation, or result in any reversal of impairment in these interim
financial statements.
5. Loss per share
The calculation of loss per share is based on a retained loss of $733,697 for
the six months ended 30 September 2024 (six months ended 30 September 2023:
$1,191,601) and the weighted average number of shares in issue in the period
ended 30 September 2024 of 103,277,231 (six months ended 30 September 2023:
97,361,726).
6. Events after the reporting period
On 5 November, the Company raised £120,000 gross proceeds from the issue of
1,000,000 new ordinary shares at a price of 12 pence per share.
On 17 December 2024, Thomas Evans resigned from his position as CEO with
immediate effect. The position was temporarily filled by Stephen Lunn until
Robert Menzel was appointed CEO on 21 January 2025.
On 31 December 2024, the Petroquest loan note reached maturity date. On 20
August 2025, Petroquest Energy Limited issued a Corporate Undertaking within
which the majority of the Petroquest loan note would be written off and its
security over assets held in Nobel Petroleum LLC be released. The balance of
the loan will be converted into a 50% stake in Pennpetro USA Corp. This
process has not yet been finalised as of the date of approval of these interim
financial statements.
On 18 August 2025, MSP Corporate Services Limited were appointed company
secretary.
On 24 September 2025, the Company entered into an unsecured convertible loan
note agreement with RMD Holdings Ltd to provide the Company with £250,000 for
working capital requirements. Interest shall be payable at 6% per annum and
will accrue daily.
On 16 October 2025, Mavriky Kalugin was appointed as a director of the
Company.
On 29 October 2025, Richard Spinks was appointed as CEO of the Company on
which date Robert Menzel stepped down from his role as CEO and was appointed
non-executive director.
On 7 November 2025, Stephen Lunn resigned from his position as Chairman with
immediate effect. The position is now temporarily filled by Richard Spinks.
7. Approval of interim financial statements
The condensed interim financial statements were approved by the Board of
Directors on 5 December 2025.
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