REG - Predator O&G Hldgs - Financial Results Year Ended 31 December 2024
16/04/2025 07:00
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RNS Number : 1789F Predator Oil & Gas Holdings PLC 16 April 2025
FOR IMMEDIATE RELEASE
16 April 2025
Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD / Sector: Oil
& Gas
LEI 213800L7QXFURBFLDS54
Predator Oil & Gas Holdings Plc
("Predator" or the "Company" and together with its subsidiaries the "Group")
Financial Statements for the Year Ended 31 December 2024
Predator Oil & Gas Holdings Plc (PRD), the Jersey-based Oil and Gas
Company with near-term hydrocarbon operations and production activities
focussed on Morocco and Trinidad, is pleased to announce its audited financial
statements for the year ended 31 December 2024, extracts of which are set out
below.
The Company's Annual Report is available to shareholders to download from the
Company's website at www.predatoroilandgas.com
(http://www.predatoroilandgas.com/) . In line with ESG best practice no
hard copies of the Annual Report will be printed.
In addition, a copy of the 2024 Annual Report will be uploaded to the National
Storage Mechanism and will be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
The financial information set out below does not constitute the Company's
statutory accounts for the year ending 31 December 2024.
Highlights of Financial Results for 2024
· Loss from operations of GBP 2,062,390 (GBP 4,238,363 re-stated for
the period to 31 December 2023). The decrease in operating loss is primarily
due to decreased drilling activity in Morocco (which was focussed on
preparations for the drilling of MOU-5).
· Administrative corporate expenses of GBP 1,652,862 (GBP 1,639,501
re-stated for the period to 31 December 2023).
· Corporate administrative expenses have been prudently managed despite
inflationary pressures during 2024 and despite an increase in corporate
activities related to the acquisition of 51% of the issued share capital of
Caribbean Rex Limited.
· Executive directors' fees have decreased to GBP 578,292 (GBP604,506
for the period to 31 December 2023). Included are technical services
consulting fees charged by the executive directors for providing technical
support and reports that would otherwise be out-sourced to third parties at
market rates.
· Decreased cash balance at period end of 2024 GBP 3,813,371 (GBP
6,484,034 re-stated for the period to 31 December 2023).
· Additional, restricted cash of USD1,500,000 (USD 1,500,000 for the
period ended 31 December 2023).
· The Company has no debt.
· Placed 45,221,203 new ordinary shares of no par value in the Company
to raise GBP2,304,474 (before expenses).
· No broker warrants or share options were exercised.
· 7,500,000, 7,855,486, 2,000,000, 2,650,000 share options at an
exercise price of £0.10, £0.08, £0.08125 and £0.055 lapsed.
· 3,000,000 and 3,000,000 share options have been issued exercisable at
£0.125 and £0.105 respectively.
· 2,400,000, 10,000,000 and 40,0000 broker warrants have been issued
exercisable at £0.05, £0.055 and £0.08 respectively.
· 1,491,889 new ordinary shares were issued at a price of £0.0925 in
lieu of advisor fees totalling £138,000.
· Following the admission of the above shares the issued share capital
increased to 611,874,754 by the end of the period to 31 December 2024
(565,161,662) for the period ended 31 December 2023).
Highlights of key Operational Activities in 2024
· Two intervals in the MOU-1 and MOU-3 wells were selected for a first
phase of rigless testing to assess formation damage caused by heavy drilling
muds used whilst drilling and for potential gas flow.
Results using the available smaller perforating guns available in Morocco
confirmed lack of penetration through the formation damage.
· Two intervals in the MOU-3 well were identified for a trial Sandjet
rigless testing programme using a high pressure water jet to test its
potential to penetrate the formation damage.
Sandjet proved successful in perforating both intervals through the formation
damage leading to an initial pressure build-up at surface.
Flow from the two separately tested reservoirs could not be achieved due to
insufficient build-up of pressure and possible failure of the reservoirs to
clean up.
· Desk-top studies were initiated to better understand the interaction
of the reservoir mineralogy, which was different to the reservoir sands of the
gas-producing Rharb Basin, with the drilling mud used in well operations.
The objective of these studies are to determine the range of options available
to safely increase drawdown pressure to potentially clean up the reservoirs to
promote flow to surface.
· Whilst awaiting the results of the desk top studies near-term focus
moved to how to safely perforate and potentially flow gas from the shallow,
moderately over-pressured "A" Sand in MOU-3, where reservoir mineralogy is not
an issue, and which represents the earliest opportunity to implement a pilot
CNG development in a success case of even modest gas flow rates.
Independent third-party desk top studies by the services providers are
directed at finding the optimum solution for perforating effectively through
two strings of casing in the shallow hole with equipment that is available
within a reasonable time framework.
· Gas samples collected whilst drilling MOU-3 confirmed the presence of
biogenic gas. One sample analysis in the deeper Moulouya fan interval
recorded helium.
· Planning for drilling MOU-5 was well advanced by the end of 2024.
Preparations were modified to include the ability to measure for potential
helium concentrations whilst drilling.
· In Trinidad, the acquisition of the remaining 16.2% interest in the
Cory Moruga Exploration and Production Licence was completed.
· Acquisition of a 51% controlling shareholding in Caribbean Rex
Resources (Trinidad) Limited was progressed and subsequently completed in
early 2025.
The Bonasse field is being acquired through this transaction together with oil
storage tanks.
Production was restored and the first well workovers completed in early 2025.
An oil offtake agreement has been executed, to allow for sales revenues to be
generated, and a Production and Services Agreement has also been executed with
a local services company to retain initially 30% of sales revenues without any
exposure to field operating costs.
· Jacobin-1 in the Cory Moruga exploration and Production Licence was
added to the proposed programme of Snowcap-1 and Snowcap-2ST1 well workovers.
A Memorandum of Understanding was entered into for the application of a new
wax mitigation treatment technology never tested in Trinidad before.
· Options for a sales offtake agreement for potential Cory Moruga
production are being assessed together with developing oil storage capacity at
Cory Moruga.
· Additional potential acquisitions of producing onshore Trinidad
fields are being reviewed and evaluated and some opportunities may be
progressed to completion in 2025.
· In Ireland the regulatory financial and technical criteria necessary
to support the award of the Corrib South successor authorisation were
satisfied. It remains the Company's firm intention only to accept the
successor authorisation as part of a back-to-back farm-in transaction already
proposed by a Corrib gas field stakeholder.
ESG
· In 2024 the Company spent 4,127,683 Dirhams in Morocco on local
services in relation to its 2024 rigless testing and MOU-5 drilling
preparations.
Beneficiaries included civil engineering contractors; field support activities
including provision and mobilisation of cabins; provision of Guercif warehouse
staff (renting of warehouse in Guercif city); provision of water and waste
disposal; fuel supplies; transport and drivers; local hotel accommodation for
rig and well services crews; heavy lifting equipment; internet services and
provision of office equipment; and accounting and customs administration
services. This was a significant boost for the local economy around the city
of Guercif.
In Trinidad the Company provided sponsorship to a local soccer team and
contributed to providing Christmas hampers to the most vulnerable local
communities.
Local security and labour for the Bonasse field is sourced locally.
Highlights of Directorate Changes
· Dr. Stephen Boldy was appointed non-executive Chairman following the
resignation of Lonny Baumgardner.
Post Period End:
· The Company announced that civil engineering work had commenced at
the MOU-5 drilling location.
· The Company announced the completion of the acquisition of 51% of
Caribbean Rex Resources (Trinidad) Limited and the Bonasse field.
· The Company announced the Placing of 50 million ordinary shares with
Eva Pacific Pty of no par value at a price of £0.04 per share to raise £2
million before expenses. 10 million warrants exercisable at £0.06 per share
were also granted.
· The Company announced that it had entered into a transaction to
acquire the Challenger Energy Group's business, producing assets and
operations in Trinidad and Tobago for an initial deposit of US$250,000
satisfied by the issue of 4,411,641 Predator shares. Consent for the
acquisition is required to be given by Heritage Petroleum Trinidad Limited by
30 April 2025.
· The Company awarded 45 million unallocated share options, exercisable
at £0.055 per share subject to certain operational milestones being met.
· The Company announced an operational update including the execution
of a Bonasse field oil offtake agreement; a Bonasse field Production and
Services Agreement; plans to perforate the shallow "A" Sand in MOU-3; and
plans to prepare a farmout package for 3D seismic and a well to further
evaluate the structure tested by MOU-5 with focus on the helium potential
identified in MOU-5 and gas potential over the structure north of the MOU-5
well location.
Paul Griffiths, Executive Chairman of Predator Oil & Gas Holdings
Plc commented:
"The extensive MOU-1 and MOU-3 rigless testing programme has made progress in
identifying the extent of the reservoir formation damage and the range of
potential options required to achieve reservoir clean up to facilitate
potential gas flow. We remain confident that the selected option and/or
options can eventually be successful.
Prioritising the shallow "A" Sand for rigless testing is driven by the need to
demonstrate gas flow and accelerate monetisation through a simpler CNG pilot
development option.
MOU-5 demonstrated the presence of our primary target and gave us the
encouragement required to develop the helium exploration play and to focus on
a large core area north of MOU-5 where reservoir development is predicted.
There is no doubt that the MOU-5 structure offers considerable potential, but
unlocking this potential requires a large 3D seismic programme which the
Company only wishes to fund through a farmout process given our immediate
portfolio priorities to monetise our gas and oil assets in Morocco and
Trinidad in 2025.
The Company continues to maintain adequate cash liquidity to fund all our work
programmes over the next 12 months due largely to accessing funds in the
equity market when the opportunity was presented to us and a very significant
and material operational saving on the MOU-5 drilling costs through effective
operational oversight.
2025 is already proving to be a year of great challenges due to the turmoil
created in the financial and equity markets by uncontrollable political
events. This has led to reduced availability of finance; volatile commodity
prices; weakened investor sentiment and caused a dash to liquidate assets for
cash. Frustratingly this has led to a write-down across the oil and gas sector
in general in the public market valuation of companies irrespective of the
value of oil and gas resources in the ground.
We are confident that market conditions will ameliorate during 2025. However
we have taken steps to ensure that we prioritise revenue generation from our
producing and near-production assets; maintain the ability to sell specific
assets if attractive to do so; and, where prudent, acquire additional
cash-generating assets.
Improving our cash liquidity through two Placings completed at an opportune
time before the market was impacted by the above circumstances ensures that
we are fully-funded to complete our programme to monetise over the next 12
months from a position of strength.
We continue to manage costs by moving towards the implementation of Production
and Field Services costs to remove the burden of operating costs and
administrative personnel and some capital costs whilst retaining adequate cash
flow from a material percentage of sales revenues."
For further information visit www.predatoroilandgas.com
(http://www.predatoroilandgas.com/)
Follow the Company on X @PredatorOilGas.
This announcement contains inside information for the purposes of Article 7 of
the Regulation (EU) No 596/2014 on market abuse.
Enquiries:
Predator Oil & Gas Holdings Plc Tel: +44 (0) 1534 834 600
Paul Griffiths Chief Executive Officer Info@predatoroilandgas.com (about%3Ablank)
Novum Securities Limited Tel: +44 (0)207 399 9425
David Coffman / Jon Belliss
Oak Securities Tel: +44 (0)203 973 3678
Jerry Jerry.keen@oak-securities.com (mailto:Jerry.keen@oak-securities.com)
Keen
Flagstaff Strategic and Investor Communications Tel: +44 (0)207 129 1474
Tim Thompson predator@flagstaffcomms.com (about%3Ablank)
Mark Edwards
Fergus Mellon
Notes to Editors:
Predator is an oil & gas company with a diversified portfolio of assets
including unique and highly prospective onshore Moroccan gas exposure and
production, appraisal and exploration projects onshore Trinidad.
Morocco offers a potentially faster route to commercialisation of shallow
biogenic gas through a CNG development. The MOU-3 well is currently the focus
of rigless well testing activities. The next step will be to perforate the
shallowest sand seen in this well that has yet to be evaluated. Moroccan gas
prices are high, and the fiscal terms are some of the best in the world.
Trinidad offers the security of a mature onshore oil province that has been
producing hydrocarbons for over 50 years. Predator is assembling a portfolio
of onshore producing fields with opportunities for production enhancement and
additional infill development and appraisal drilling. Significant legacy tax
losses, economies of scale and the application of new low-cost technologies
are factors that can improve profit margins per barrel of oil produced.
Predator has an experienced management team with particular knowledge of the
Moroccan and Trinidad sub- surface and operations.
Predator Oil & Gas Holdings plc is listed on the Equity Shares
(transition) category of the Official List of the London Stock
Exchange's main market for listed securities (symbol: PRD).
For further information, visit www.predatoroilandgas.com
(https://www.predatoroilandgas.com/)
The accompanying accounting policies and notes on pages 92 to 122 form an
integral part of these financial statements.
All items in the above statement derive from continuing operations.
* Please refer to note 27.
The accompanying accounting policies and notes on pages 92 to 122 form an
integral part of these financial
statements.
The Company has adopted the exemption under Companies (Jersey) Law 1991
Article 105 (11) not to prepare separate accounts. The Group reported a loss
after taxation for the year of £2.1 million (2023: £4.2 million loss). The
financial statements on pages 88 to 122 were approved and authorised for issue
by the Board of Directors on 15 April 2025 and were signed on its behalf
by:
* Please refer to note 27.
Paul Griffiths
Director
The accompanying accounting policies and notes on pages 92 to 122 form an
integral part of these financial statements.
An Adjustment to the prior year intangible asset and retained deficit is it
explained in note 27.
The accompanying accounting policies and notes on pages 92 to 122 form an
integral part of these financial statements.
Significant non-cash transactions
The significant non-cash transactions during the year are detailed in notes 20
and 21.
Statement of accounting policies
For the year ended 31 December 2024
General information
Predator Oil & Gas Holdings Plc ("the Company") and its subsidiaries
(together "the Group") are engaged principally in the operation of an oil and
gas development business in the Republic of Trinidad and Tobago and an
exploration and appraisal portfolio in Ireland and Morocco. The Company's
ordinary shares are on the Official List of the UK Listing Authority in the
standard listing section of the London Stock Exchange.
Predator Oil & Gas Holdings plc was incorporated in 2017 as a public
limited company under Companies (Jersey) Law 1991 with registered number
125419. It is domiciled and registered at IFC5, 3rd Floor, Castle Street, St
Helier, Jersey, JE2 3BY.
Basis for preparation and going concern assessment
The principal accounting policies adopted in the preparation of the financial
information are set out below. The policies have been consistently applied
throughout the current year and prior year, unless otherwise stated. These
financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs and IFRIC interpretations) as adopted by
the European Union and with those parts of the Companies (Jersey) Law, 1991
applicable to companies preparing their accounts under IFRS. The Company has
adopted the exemption under Companies (Jersey) Law 1991 Article 105 (11) not
to prepare separate accounts.
The consolidated financial statements incorporate the results of Predator Oil
& Gas Holdings Plc and its subsidiary undertakings as at 31 December 2024.
The financial statements are prepared under the historical cost convention on
a going concern basis. The financial statements of the subsidiaries are
prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-group balances, transactions, income and
expenses and profits and losses resulting from intra-group transactions that
are recognised in assets, are eliminated in full. Subsidiaries are fully
consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such
control ceases.
The preparation of financial statements requires an assessment on the validity
of the going concern assumption. At 31 December 2024 the Group held £3.8mil
in unrestricted cash. In addition US$1.5 million was held as restricted
cash. The unrestricted cash is sufficient to support a going concern. At
the date of these financial statements the Directors do not expect that the
Group will require further funding for the Group's corporate overheads, the
Irish licence interest, the Trinidad licence and the Moroccan licence. The
existing Trinidad licences are expected to become self-funding when production
commences in the course of 2025. Pursuant to a placing in November 2024 total
capital of £2.0mil before expenses, was raised. In 2025 a quantum of these
funds will be applied to testing of MOU-3 and to drilling MOU-5 in Morocco and
to a minimum programme of three well workovers in Trinidad to bring two wells
into production and to enhance production from a third well. Two production
forecasts for 2025 are presented. A Base Case and a conservative Upside Case,
where production is enhanced by applying a new to Trinidad patented chemical
wax treatment for waxy oil that has been applied in Saudi Arabia by Aramco and
shown to increase production by up to 3 fold. The cash flow forecasts for
Trinidad production are robust and use available tax losses to increase the
net-back per barrel of oil. Cash flows are sufficient to cover any Going
Concern Working Capital Forecast requirements from April 2025 onwards
following the drilling of MOU-5. The Group also has announced an intention
to pursue various incremental activities in Trinidad and Morocco. Any such
activities in Morocco are likely to be funded through a farm down of some
project equity interest. The Group intends to expand its footprint in Trinidad
with the acquisition of additional producing field(s) in 2025. Acquisition
will be for shares and not for a cash consideration. Costs in maintaining the
operations in the fields will be funded from existing cash flows for the
fields targeted for acquisition. There may be significant cost savings for the
Group by apportioning operating costs and administrative costs over a larger
portfolio of producing assets. Further exploration activity may be required in
Morocco pursuant to the outcome of the MOU-5 well, but this would not be
implemented during the next 12 months unless a farm down of project equity
occurred. In Ireland, if awarded, the Corrib South licence will not require
funding in 2025 due to a provisional
commitment reached with a farm-in partner. Progressing these discretionary
activities will be dependent on a combination of potentially further equity
and/or debt fund raises and in the case of Trinidad will be supported by the
proceeds of oil production following the aforesaid workovers. Directors
are confident that the Group will be able to meet requirements over the course
of foreseeable future.
Change in Accounting Policies
At the date of approval of these financial statements, certain new standards,
amendments and interpretations have been published by the International
Accounting Standards Board but are not as yet effective and have not been
adopted early by the Group. All relevant standards, amendments and
interpretations will be adopted in the Group's accounting policies in the
first period beginning on or after the effective date of the relevant
pronouncement.
At the date of authorisation of these financial statements, a number of
Standards and Interpretations were in issue but were not yet effective. The
Directors do not anticipate that the adoption of these standards and
interpretations, or any of the amendments made to existing standards as a
result of the annual improvements cycle, will have a material effect on the
financial statements in the year of initial application.
Standards and amendments to existing standards effective 1 January 2024
- Amendment to IAS 1 - Classifications of Liabilities as Current or
Non-current
- Amendment to IFRS 16 - Lease Liability in a Sale and Leaseback
- Amendment to IAS 1 - Non-current Liabilities with Covenants
- Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements
- Amendments to IAS 12 - International Tax Reform - Pillar Two Module Rules
New Standards, amendments and interpretations effective after 1 January 2024
and have not been early adopted
The Group does not believe that the standards not yet effective, will have a
material impact on the consolidated financial statements.
Areas of estimates and judgement
The preparation of the group financial statements in conformity with
International Financial Reporting Standards as adopted by the European Union
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Although these estimates are based
on management's best knowledge of current events and actions, actual results
may ultimately differ from those estimates.
a) Going concern
The Group's cash flow projections indicate that the Group should have
sufficient resources to continue as a going concern. As at 31 December 2024
the Group had cash of £3.8 million, no debt and minimal licence commitments
for the ensuing year. As a result, the Group's overheads will not require
funding for a minimum of 12 months from the date of this review. In addition,
the Group is fully funded for all firm operational commitments for 2025.
Heretofore the Group has not generated revenues from operations. Going forward
the Group will depend upon on raising equity, debt finance and licence and or
joint venture partnerships to finance the Group's projects to maturity and
revenue generation.
The Board have reviewed a range of potential cash flow forecasts for the
period to 30 April 2026, including reasonable possible downside scenarios.
This has included the following assumptions:
Trinidad - Cory Moruga licence
For Predator Oil & Gas Trinidad Ltd., where production revenues from its
wholly Trinidad owned subsidiary, T-Rex Resources (Trinidad) Limited (TRex')
and 51%-owned subsidiary, Caribbean Rex Resources (Trinidad) Limited ("CREX")
are forecast to be generated in the Q2 2025 following a program of well
workovers. The workovers will be funded partly out of existing cash resources
but in some cases by a Production and Services Agreement with a local operator
Nabi Construction. Leading into 2026, the Cory Moruga Production Licence
provides the Group with the potential to generate strongly positive cashflows
so as possibly to contribute organically towards further development of the
Group's assets. Capital required for a staged field development in 2026 could
be funded from operating profits generated from an increasing level of accrued
gross production net profits following the well workovers. The Group may
resort to the option of raising equity funding to accelerate this development
if this proves to be advantageous. The Group also has the option to seek a
partial or complete divestment of any producing asset to indigenous local
companies, where the Group's ability to offer CO2 EOR services and expertise
and the application of a patented chemical wax treatment new to Trinidad
Enhances the value of the Group's assets.
The Initial Work Programme agreed by TRex with the MEEI will be conducted over
the next two years without any fixed commitments to be met in the first year.
Morocco - Guercif licence
In the case of Predator Gas Ventures Ltd., cash flow is dependent upon the
Guercif drilling and rigless testing programmes successfully recovering
commercial quantities of gas and potentially helium that can be developed and
brought to market. Following significant gas discoveries in 2021 and 2023 a
programme of rigless testing was undertaken in 2024. Rigless testing will
continue in 2025 with focus on stimulating the reservoirs in MOU-3 to generate
gas flow. Priority will be given to perforating and flowing the as yet
untested shallow over-pressured gas in MOU-3. This contains potentially
sufficient volumes to allow an application for an Exploitation Concession to
be made and an initial CNG development to be progressed. The Company is
seeking to drill in Q1 2025 a Jurassic target, the extreme edge of which was
penetrated in the MOU-4 downdip. This will be a high impact well enabling a
gas to power project in the success case. In a success case the Group would
seek to monetise the project immediately through a divestment process to, most
likely, an indigenous Moroccan entity. Any potential for helium in MOU-5 will
take longer for an assessment of commerciality to be made. These programmes
are fully funded. The Company may drill an appraisal well, to add, if
successful, incremental gas resources to support and extend the production
profiles of a CNG project. Funding for this discretionary drilling programme
in 2025 will be either through an equity placing or the Group's internal cash
resources, including the availability of production revenues generated by Cory
Moruga and the opportunity for partial monetisation of gas assets in Guercif
through a divestment to an indigenous entity. The Group has received a
second unsolicited approach from a downstream company in Morocco to market and
distribute gas from a successful MOU-3 rigless testing programme.
Ireland
In the case of Predator Oil and Gas Ventures Ltd., cash commitments are
insignificant and no substantive expenditures are anticipated going forward in
2025. The Group is awaiting the outcome of an applications for a successor
authorisation to Licensing Option 16/26 (Corrib South) which is under active
consideration as confirmed by the Department of the Environment, Climate and
Communications ("DECC"). There are not likely to be any significant funding
implications emerging from this process in 2025 as the Group has been notified
by a potential farminee of an intention to farm into Corrib South upon award
of a successor authorisation.. In the future, the potential exists for the
Company, as promoters of a LNG project to receive introduction and service
providers' fees and a free minority equity position in a joint venture vehicle
to move to the project development stage. Under these circumstances the
inter-company loan would constitute past costs contributing to the level of
free equity. Recovery of the relatively modest inter-company loan therefore
has a variety of ways of being repaid. A potential award of the Corrib South
successor licence and a closing of a farm down to one of the Corrib gas field
owners would potentially grant the Group access rights to the Corrib
infrastructure with which to re-purpose the Mag Mell FSRU project to deliver
LNG to the Corrib pipeline and for potential gas storage at Corrib South. The
change in the Irish Government coalition and the deteriorating situation with
relation to gas supplies and gas storage in Europe provides an incentive for a
new government policy in relation to security of energy and gas supply. This
is reflected in the increased level of communication between the DECC and the
Group over the Corrib South application for a successor authorisation.
b) Share based payments
The Group has applied the requirements of IFRS 2 Share-based Payment for all
grants of equity instruments.
The Group operates an equity settled share option scheme for directors. The
increase in equity is measured by reference to the fair value of equity
instruments at the date of grant. The liabilities incurred under these
arrangements are assumed to be converted into shares in the parent company,
under an option arrangement. The fair value of the service received in
exchange for the grant of options and warrants is recognised as an expense.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market based vesting conditions) at the date of grant. The fair
value determined at the grant date of equity-settled share-based payment is
expensed over the vesting period, based on the Group's estimate of shares that
will eventually vest and adjusted for the effect of non-market based vesting
conditions.
During the year, the Company issued warrants in lieu of fees to stockbrokers.
The charge is recognised within the statement of changes in equity. The
valuation of these warrants involves making a number of estimates relating to
price volatility, future dividend yields and continuous growth rates (see Note
19).
The fair value of the share options is estimated by using the Black Scholes
model on the date of grant based on certain assumptions. Those assumptions are
described in note 21 and include, among others, the expected volatility and
expected life of the options. The expected life used in the model is, based on
management's best estimate, for the effects of non-transferability exercise
restrictions and behavioural considerations. The market price used in the
model is the market price at the date of the issue of the options. Where the
terms and conditions of options are modified before they vest, the increase in
the fair value of the warrants, measured immediately before and after the
modification, is also charged to profit or loss over the remaining vesting
period.
Where equity instruments are granted to persons or entities other than staff,
the fair value of goods and services received is charged to profit or loss,
except where it is in respect to costs associated with the issue of shares, in
which case, it is charged to the share capital account.
The fair values calculated are inherently subjective and uncertain due to the
assumptions made and the limitation of the calculations used. Further details
of the specific amounts concerned are given in note 21.
c) Intangible assets - Project Guercif
All expenditure relating to oil and gas activities is capitalised in
accordance with the "successful efforts" method of accounting, as described in
IFRS 6 - "Exploration for and Evaluation of Mineral Resources". Under this
standard, the Group's exploration and appraisal activities are capitalised as
intangible assets.
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-depreciated, until such a time as the exploration phase on the licence area
is complete or commercial reserves have been discovered.
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.
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.
For more information, please refer to note 12.
Business combinations
Business combinations are accounted for using the acquisition method. The cost
of an acquisition is measured as the fair value of the assets given, equity
instruments issued, and liabilities incurred or assumed at the acquisition
date.
Identifiable assets acquired and liabilities assumed are measured and
recognized at their fair value at the date of the acquisition, with the
exception of income taxes, and lease liabilities. Any deferred tax asset or
liability arising from a business combination is recognized at the acquisition
date. Transaction costs associated with a business combination are expensed as
incurred. Results of acquisitions are included in the financial statements
from the closing date of the acquisition. If the consideration of the
acquisition is less than the fair value of the net assets received, the
difference is recognized immediately in the statements of comprehensive
income. If the consideration of the acquisition is greater than the fair value
of the net assets received, the difference is recognised as goodwill on the
consolidated balance sheet.
The directors have included provisional fair values within the business
combination note as presented above, which represent their best estimates
using information available at the year end. Under IFRS 3, there is a
measurement period which shall not exceed one year from the acquisition date,
during which the company can, if necessary, retrospectively adjust the
provisional amounts recognised at the acquisition date to reflect new
information obtained about facts and circumstances that existed as of the
acquisition date.
Basis of consolidation
Where the Group has control over an investee, it is classified as a
subsidiary. The Group controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and
its subsidiaries ("the Group") as if they formed a single entity.
Inter-company transactions and balances between Group companies are therefore
eliminated in full. Uniform accounting policies are applied across the Group.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquirer's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
Intangible assets
Mineral exploration and evaluation expenditure relates to costs incurred in
the exploration and evaluation of potential mineral resources and includes
exploration and mineral licences, researching and analysing historical
exploration data, exploratory drilling, trenching, sampling and the costs of
pre-feasibility studies.
Exploration and evaluation expenditure for each area of interest, other than
that acquired from another entity, is charged to the consolidated statement of
income as incurred except when the expenditure is expected to be recouped from
future exploitation or sale of the area of interest and it is planned to
continue with active and significant operations in relation to the area, or at
the reporting period end, the activity has not reached a stage which permits a
reasonable assessment of the existence of commercially recoverable reserves,
in which case the expenditure is capitalised. Purchased exploration and
evaluation assets are recognised at their fair value at acquisition. As the
capitalised exploration and evaluation expenditure asset is not available for
use, it is not depreciated.
Exploration and evaluation assets have an indefinite useful life and are
assessed for impairment annually or when facts and circumstances suggest that
the carrying amount of an asset may exceed its recoverable amount. The
assessment is carried out by allocating exploration and evaluation assets to
cash generating units, which are based on specific projects or geographical
areas. IFRS 6 permits impairments of exploration and evaluation expenditure to
be reversed should the conditions which led to the impairment improve. The
Group continually monitors the position of the projects capitalised and
impaired.
Whenever the exploration for and evaluation of mineral resources in cash
generating units does not lead to the discovery of commercially viable
quantities of mineral resources and the Group has decided to discontinue such
activities of that unit, the associated expenditures are written off to the
Statement of comprehensive income.
Financial assets
The Financial assets currently held by the Group and Company are classified as
loans and receivables and cash and cash equivalents. These assets are
non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are initially recognised at fair value
plus transaction costs that are directly attributable to their acquisition or
issue and are subsequently carried at amortised cost using the effective
interest rate method less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as
significant financial difficulties on the part of the counterparty or default
or significant delay in payment) that the Group will be unable to collect all
of the amounts due under the terms receivable, the amount of such a provision
being the difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired receivable. For
receivables, which are reported net, such provisions are recorded in a
separate allowance account with the loss being recognised within
administrative expenses in the statement of comprehensive income. On
confirmation that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated provision.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks. Cash equivalents
are short term, highly liquid accounts that are readily converted to known
amounts of cash. They include short-term bank deposits and short-term
investments.
Any cash or bank balances that are subject to any restrictive conditions, such
as cash held in escrow pending the conclusion of conditions precedent to
completion of a contract, are disclosed separately as "Restricted cash". The
security deposit is recognised within trade and other receivables in note 16.
There is no significant difference between the carrying value and fair value
of receivables.
Derecognition
The Group derecognises a financial asset when the contractual rights to the
cash flow from the asset expire, or it transfers the asset and substantially
all the risk and rewards of ownership of the asset to another entity.
Financial liabilities
The Group's financial liabilities consist of trade and other payables
(including short terms loans) and long term secured borrowings. These are
initially recognised at fair value and subsequently carried at amortised cost,
using the effective interest method. All interest and other borrowing costs
incurred in connection with the above are expensed as incurred and reported as
part of financing costs in profit or loss. Where any liability carries a right
to convertibility into shares in the Group, the fair value of the equity and
liability portions of the liability is determined at the date that the
convertible instrument is issued, by use of appropriate discount factors.
Derecognition
The Group derecognises a financial liability when the obligations are
discharged, cancelled or they expire.
Foreign currency
The functional currency of the Group and all of its subsidiaries except for
TRex, is the British Pound Sterling.
Th functional currency of TRex is the Trinidad Dollar.
Transactions entered into by the Group entities in a currency other than the
currency of the primary economic environment in which it operates (the
"functional currency") are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the date of the statement of financial position. Exchange
differences arising on the retranslation of unsettled monetary assets and
liabilities are similarly recognised immediately in profit or loss, except for
foreign currency borrowings qualifying as a hedge of a net investment in a
foreign operation.
The exchange rates applied at each reporting date were as follows:
31 December 2024 - £1: £1 : US$1.2548, £1 : Euro1.12059 , £1 : MAD12.6916
and £1: TT$ 8.53
31 December 2023 - £1: £1 : US$1.2731, £1 : Euro1.1505 , £1 : MAD12.5947
and £1: TT$ 8.34
Plant and equipment
Plant and equipment owned by the Group relates solely to computer equipment.
Depreciation is provided on equipment so as to write off the carrying value of
items over their expected useful economic lives. It is applied at the
following rates:
Computer equipment - 20% per annum, straight line
Share options and Equity Instruments
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to profit or loss over the remaining
vesting period. Where equity instruments are granted to persons other than
consultants, the fair value of goods and services received is charged to
profit or loss, except where it is in respect to costs associated with the
issue of shares, in which case, it is charged to the share capital or share
premium account.
Equity instruments
Share capital represents the amount subscribed for shares at each of the
placings.
The reconstruction reserve account represents premiums received on the share
capital of subsidiaries and also includes directly related share issue costs.
Warrants issuance cost reserve includes any costs relating to warrants issued
for services rendered accounted for in accordance with IFRS 2 - Equity-settled
instruments.
The share-based payments reserve represents equity-settled shared-based
employee remuneration for the fair value of the options issued.
Retained earnings include all current and prior period results as disclosed in
the Statement of comprehensive income, less dividends paid to the owners of
the Company.
Taxation
With the exception of TRex which is registered in Trinidad and Tobago, the
Company and all subsidiaries ('the Group') are registered in Jersey, Channel
Islands and are taxed at the Jersey company standard rate of 0%. However, the
Group's projects are situated in jurisdictions where taxation may become
applicable to local operations.
The major components of income tax on the profit or loss include current and
deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that are
non-assessable or disallowed and is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Tax is charged or credited to the statement of comprehensive income, except
when the tax relates to items credited or charged directly to equity, in which
case the tax is also dealt with in equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs to its
tax base, except for differences arising on:
• The initial recognition of an asset or liability in a transaction which is
not a business combination and at the time of the transaction affects neither
accounting or taxable profit; and
• Investments in subsidiaries and jointly controlled entities where the
Group is able to control the timing of the reversal of the difference and it
is probable that the differences will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when deferred tax liabilities/ (assets) are settled/ (recovered).
Deferred tax balances are not discounted.
Predator Gas Ventures Limited has a Withholding Tax Liability in Morocco for
all services that are carried out in in relation to wells. Withholding tax
is charged at a rate of 10% on all services (excluding materials) and is
capitalised to the relevant well. The withholding tax liability at 31 December
2024 was £593,923. (see note 17)
Notes to the financial statements
For the year ended 31 December 2024
1. Segmental analysis
The Group operates in one business segment, the exploration, appraisal and
development of oil and gas assets. The Group has interests in three
geographical segments being Africa (Morocco), Europe (Ireland) and the
Caribbean (Trinidad and Tobago).
The Group's operations are reviewed by the Board (which is considered to be
the Chief Operating Decision Maker ('CODM')) and split between oil and gas
exploration and development and administration and corporate costs.
Exploration and development are reported to the CODM only on the basis of
those costs incurred directly on projects. Administration and corporate costs
are further reviewed on the basis of spend across the Group.
Decisions are made about where to allocate cash resources based on the status
of each project and according to the Group's strategy to develop the
projects. Each project, if taken into commercial development, has the
potential to be a separate operating segment. Operating segments are
disclosed below on the basis of the split between exploration and development
and administration and corporate.
No charge to taxation arises due to the losses incurred.
Predator Gas Ventures Limited is subject to tax in its operating jurisdiction
of Morocco; however, the Company is loss making and has no taxable profits to
date. There is a 10 year corporation tax holiday in Morocco commencing on
the date of award of an Exploitation Concession.
TRex is subject to tax in its operating jurisdiction of Trinidad and Tobago
during the year the Company incurred costs of £231,995 (TTD 1,978,325) which
are available to be carried forward against future taxable profits.
No deferred tax asset has been recognised on accumulated tax losses because of
uncertainty over the timing of future taxable profits against which the losses
may be offset.
No deferred tax asset or liability has been recognised as the Standard Jersey
corporate tax rate is 0%.
Four Directors at the end of the period have share options receivable under
long term incentive schemes. The highest paid Director received an amount of
£177,315.00 (2023: £321,622). The Group does not have employees. All
personnel are engaged as service providers.
Dilutive loss per Ordinary Share equals basic loss per Ordinary Share as, due
to the losses incurred in 2024 and 2023, there is no dilutive effect from the
subsisting share options.
11 Loss for the financial year
The Group has adopted the exemption in terms of Companies (Jersey) law 1991
and has not presented its own income statement in these financial statements.
Project Guercif
The total carrying amount of Project Guercif at 31 December 2024 of
£16,438,358 (2023: £13,029,095 (restated)) relates to costs incurred with
wells MOU-1, MOU-2, MOU-3, MOU-4 and MOU-5. The prior year adjustments are
explained in note 27.
A rigless testing programme in MOU-1 and MOU-3 in 2023 using conventional
perforating guns was unsuccessful in perforating reservoirs due to the small
size of the perforating guns. A follow-up programme later in 2023, focussed on
MOU-3 using a high-pressure water/sand slurry mixture to perforate the
reservoir formations did not produce pressure at the interpreted reservoir
pressure.
An independent study of the results confirmed formation damage generated by
over-balanced drilling and reactive drilling muds.
A programme for 2025 has been developed to facilitate increasing the drawdown
pressure in MOU-3, using nitrogen lift, to a safe level in MOU-3 to overcome
the impact of the over-balanced drilling to promote reservoir clean-up and
stimulate gas flow to surface. Additional remedial stimulation measures can be
considered following execution of this programme of work in Q2 2025.
Positive results will allow the same procedures to be deployed in MOU-1, MOU-2
(shallow zone only where gas samples were collected whilst drilling) and
MOU-4.
The Board is of the view that once the above programme of work is concluded a
CNG project will be a viable option and that it is too early to make an
impairment provision for any of the wells drilled to date whilst there are
still options to be pursued to overcome the formation damage caused by
over-balanced drilling.
MOU-1
The MOU-1 well drilled in 2021 was completed for rigless well testing on the
basis of the presence of formation gas and petrophysical wireline log
interpretation by NuTech indicating gas in the primary pre-drill reservoir
target.
The well is therefore a potential gas producer once the 2025 rigless testing
reservoir stimulation program is complete for MOU-3 in 2025 and the lessons
applied to the rigless testing of MOU-1.
MOU-2
The MOU-2 well was drilled in January 2023. The Company announced on 25
January 2023 that the MOU-2 well had been suspended at 1,260 metres measured
depth above the primary pre-drill reservoir target. 3 gas samples collected
whilst drilling MOU-2 above 700 metres in the shallow section determine that
MOU-2 is potentially a gas producer subject to the comments made for MOU-1
above.
These intervals are correlated with an extension to the shallow formation gas
shows seen in MOU-3.
A re-entry of MOU-2 will be fully evaluated at this time once a solution to
optimising the perforating and reservoir stimulation strategy has been defined
by the MOU-3 work programme in 2025. Re-evaluation of the penetrated MOU-2
interval now concludes that the primary target was penetrated but was unable
to be logged. This has been based on incorporating the MOU-4 drilling results
to provide a new seismic tie to MOU-2.
MOU-3
The MOU-3 well was drilled in June 2023 to a depth of 1,509 metres (TVD MD)
and encountered gas shows in multiple zones including the primary target, the
Moulouya Fan sands. Helium was subsequently detected in the Mouloya Fan gas
sample following laboratory analysis. Two phases of rigless testing were
undertaken, the second phase using Sandjet perforating technology. Rigless
testing will continue in 2025, after the drilling of the MOU-5 well, but with
a focus on stimulating the reservoirs in MOU-3 to generate gas flow.
MOU-4
The MOU-4 well was drilled in July 2023 and confirmed the extension of the
Moulouya Fan further to the southeast than previously prognosed. Better
reservoir quality was interpreted as a result of the NuTech petrophysical
analysis of the wireline logs, which also interpreted the presence of gas (and
potentially helium). The well also confirmed the presence of a separate
Jurassic carbonate target at 1,135 metres. Site preparations are currently
underway for the well to be drilled in Q1 2025 to test this Jurassic target.
MOU-5
The MOU-5 Jurassic prospect is underpinned by the two Scorpion Geoscience
independent Technical Reports of January and September 2024. The reports have
concluded that the extensive work programme that has been delivered by the
Company 'with four wells delivered during the Initial Period, MOU-1, MOU-2,
MOU-3 and MOU-4, each of which has resulted in substantial advancement of the
understanding of the Guercif basin and resource potential'.
The Board determines that there is a 50% chance of success of finding gas in
MOU-5 based on the fact that MOU-5 is immediately updip from MOU-4, where
NuTech petrophysics interpreted the presence of gas at the base of the primary
target in MOU-5. The chances of finding 4.4 Tcf net resources to the Group
have been independently risked at 12%.
All costs relating to Project Guercif have been capitalised and will only be
depreciated once gas discovery is declared commercial and a Plan of
Development has been approved.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
• The Group's right to explore in an area has expired, or will expire in the
near future without renewal
• No further exploration or evaluation is planned or budgeted for
• A decision has been taken by the Board to discontinue exploration and
evaluation in an area due to the absence of a commercial level of reserves
• Sufficient data exists to indicate that the book value may not be fully
recovered from future development and
Production
Trinidad - Cory Moruga Licence
The current capitalised value of the Cory Moruga licence is £5,185,035
The results of an independent Technical Report ("ITR") by Scorpion Geosciences
Ltd, dated January 2024, for the Cory Moruga licence with project economics
supporting a valuation of NPV @10% of US$85m. A work-over program for two to
three wells scheduled for as early as possible in 2025. An appraisal well,
Snowcap-3, will be scheduled for 2026.
The Company has considered the possible indicators of potential impairment
under IFRS 6, and none of these applies to the Company's interest in the
recently acquired Cory Moruga licence as at 31 December 2024, or currently.
Specifically -
• The licence is current and not due to expire -
The Initial Work Program has been agreed with the MEEI for a period of three
years to November 2026.
• Well work-over work will be underway in early
2025. Up to three well workovers in Trinidad in Q1 2025 are expected to
deliver enhanced production volumes following application of the patented
chemical wax treatment technology. The Company has outlined a Field
Development Plan to the MEEI which includes up to 20 development wells as well
as a longer-term CO2 EOR scheme. This will not be considered for
implementation until after the Snowcap-3 appraisal well results in 2026.
• The current carrying value is well supported by
the Scorpion Geoscience Independent Technical Report ("ITR").
Accordingly, the Directors believe that there are no indicators of impairment
of the Company's Cory Moruga assets at the current time, and no impairment
adjustment is appropriate.
The Group has recognised £4,497,179 as an intangible asset on consolidation
of TRex's balance sheet with POGT in respect of the valuation of Cory Moruga.
This compares to an intangible asset of £5,251,939 recognised in the Group's
consolidated balance sheet at 31 December 2023. The difference is accounted
for by showing a US$1million part payment for the acquisition of the Cory
Moruga licence as a loan due by TRex to POGT its parent company and not a cost
of acquiring TRex. Accordingly, a prior adjustment of £775,224 has been
recognised.
The amounts recognised in respect of the identifiable assets acquired and
liabilities assumed are:
See note 27 on the prior year adjustments affecting the intangible assets
arising on consolidation of TRex.
14. The principal subsidiaries of Predator Oil and Gas Holdings Plc, all of
which are included in these consolidated Annual Financial Statements, are as
follows:
The registered address of all of the Group's companies is at 3rd Floor, IFC5,
Castle Street, St Helier, JE2 3BY, Channel Islands.
(i) A security deposit of USD1,500,000 (2023: USD1,500,000) is held by
Barclays Bank in respect of a guarantee provided to Office National des
Hydrocarbures et des Mines (ONHYM) as a condition of being granted the Guercif
exploration licence. These funds are refundable on the completion of the
Minimum Work Programme set out in the terms of the Guercif Petroleum Agreement
and Association Contract. Subject to ratification by a Joint Ministerial
Order, the Bank Guarantee is being rolled over into the First Extension Period
of the Guercif Licence.
There are no material differences between the fair value of trade and other
receivables and their carrying value at the year end.
i) Included in trade and other payables are amounts due to Paul Griffiths and
Lonny Baumgardner in respect of compensation for the capitalisation of the
loans in the sum of £323,785 and £183,813 respectively. They will receive
cash payments from the company upon either a) a flow rate of 1 million cfg/day
being achieved from any well of Guercif petroleum or b) a flow rate of 100
bopd being achieved from any well in Trinidad.
Also included in trade and other payables is an amount of £593,923 in respect
of Withholding Tax payable in Morrocco.
(ii) The amount of GBP3,069,789 recognised in accruals include an amount of
USD2.7 million payable to the Trinidadian Ministry of Energy and Energy
Industries in respect of past dues on the Cory Moruga licence.
(iii) The prior year provisions amount has been restated in accordance with
note 12.
18. Financial instruments - risk management
Details of the significant accounting policies in respect of financial
instruments are disclosed on pages 92 to 99. The Group's financial instruments
comprise cash and items arising directly from its operations such as other
receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by reviewing and
agreeing policies for managing each financial risk and monitoring them on a
regular basis. No formal policies have been put in place in order to hedge the
Group's activities to the exposure to currency risk or interest risk; however,
the Board will consider this periodically.
The Group is exposed through its operations to the following financial risks:
• Credit risk
• Market risk (includes cash flow interest rate risk and foreign currency
risk)
• Liquidity risk
The policy for each of the above risks is described in more detail below.
The principal financial instruments used by the Group, from which financial
instruments risk arises are as follows:
• Receivables
• Cash and cash equivalents
• Trade and other payables (excluding other taxes and social security)
• Loans: payable within one year and payable in more than one year
The table below sets out the carrying value of all financial instruments by
category and where applicable shows the valuation level used to determine the
fair value at each reporting date. The fair value of all financial assets
and financial liabilities is not materially different to the book value.
Credit risk
Financial assets, which potentially subject the Group to concentrations of
credit risk, consist principally of cash, short-term deposits and other
receivables. Cash balances are all held at recognised financial institutions.
Other receivables are presented net of allowances for doubtful receivables.
Other receivables currently form an insignificant part of the Group's business
and therefore the credit risks associated with them are also insignificant to
the Group as a whole.
The Group has a credit risk in respect of inter-company loans to subsidiaries.
The Company is owed £21,961,717 by its subsidiaries. The recoverability of
these balances is dependent on the commercial viability of the exploration
activities undertaken by the respective subsidiary companies. The credit risk
of these loans is managed as the directors constantly monitor and assess the
viability and quality of the respective subsidiary's investments in intangible
oil & gas assets.
Maximum to credit risk
The Group's maximum exposure to credit risk by category of financial
instrument is shown in the table below:
The holding company's maximum exposure to credit risk by class of financial
instrument is shown in the table below:
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing interest rate
risk. Only approved financial institutions with sound capital bases are used
to borrow funds and for the investments of surplus funds.
The Group seeks to obtain a favourable interest rate on its cash balances
through the use of bank deposits. The Group's bank paid a total of £71,221
(2023: £32,143) interest on cash balances during the year. At 31 December
2024, the Group had a cash balance of £3.813 million (2023: £6.484 million)
which was made up as follows:
Foreign currency risk
Foreign exchange risk is inherent in the Group's activities and is accepted as
such. The majority of the Group's expenses are denominated in Sterling and
therefore foreign currency exchange risk arises where any balance is held, or
costs incurred, in currencies other than Sterling. At 31 December 2024 and 31
December 2023, the currency exposure of the Group was as follows:
Liquidity risk
Any borrowing facilities are negotiated with approved financial institutions
at acceptable interest rates. All assets and liabilities are at fixed and
floating interest rate. The Group seeks to manage its financial risk to ensure
that sufficient liquidity is available to meet the foreseeable needs both in
the short and long term. See also references to Going Concern disclosures in
the Strategic Report.
Capital
The objective of the directors is to maximise shareholder returns and minimise
risks by keeping a reasonable balance between debt and equity. At 31 December
2024 all the Group's debt balances which related to Directors was fully
repaid.
(i) On the share placing dated 26 June 2024 for a total
of 5,221,203 shares of no par value, the total shares of 5,221,203 were issued
to Novum Securities Limited.
(ii) On the 31 October 2024, the company has issued
1,491,889 new ordinary shares at a price of 0.0925 pence per share in lieu of
advisor fees totalling £138,000.
(iii) On the 11 November 2024 a total of 40,000,000 shares
of no par value were issued to Novum Securities Limited for a consideration of
£2,000,000.
Share Options
The Group operates a share option plan for directors. Details of share
options granted and exercised during the year on a Director basis are noted
below:
Paul Griffiths
Share options issued and exercised during the year:
No share options were issued or exercised in the year.
Share options held as at year end:
· Share options agreement dated 9 November 2022 - 4,171,881 share
options at an exercise price of 10.0p. The share options are exercisable by 9
November 2029.
· Share options agreement dated 12 May 2023 - 3,328,119 share
options at an exercise price of 10.0p. The share options are exercisable
immediately.
· Share options agreement dated 12 May 2023 - 7,855,486 share
options at an exercise price of 8.0p. The share options are exercisable by
immediately.
Lonny Baumgardner
Share options issued and exercised during the year:
No share options were issued or exercised in the year.
Share options lapsed during the year:
On 02 October 2024, the following share options lapsed:
• Share options agreement dated 9 November 2022 - 7,427,042 share options
at an exercise price of 10.0p.
• Share options agreement dated 12 May 2023 - 72,958 share options at an
exercise price of 10.0p.
• Share options agreement dated 12 May 2023 - 7,855,486 share options at
an exercise price of 8.0p.
Share options held at year end:
No share options were held at year end.
Alistair Jury
Share options issued and exercised during the year:
No share options were issued or exercised in the year.
Share options held at year end:
• Share options agreement dated 5 July 2022 - 2,000,000 share options at an
exercise price of 8.125p. The share options are exercisable by 4 July 2029.
• Share options agreement dated 13 October 2023 - 3,000,000 share options at
an exercise price of 12.5p. The share options are exercisable by 12 October
2030.
Carl Kindinger
Share options issued and exercised during the year:
No share options were issued or exercised in the year.
Share options held at year end:
• Share options agreement dated 9 November 2022 - 2,000,000 share options at
an exercise price of 7.75p. The share options are exercisable by 8 November
2029.
• Share options agreement dated 13 October 2023 - 3,000,000 share options
at an exercise price of 12.5p. The share options are exercisable by 12 October
2030.
Tom Evans
Share options issued and exercised during the year:
No share options were issued of exercised in the year.
Share options lapsed during the year:
Share options agreement dated 5 July 2022 - 2,000,000 share options at an
exercise price of 8.125p.
Share options held at year end.
No share options held at year end.
Dr Steve Staley
Share options issued and exercised during the year:
No share options were issued of exercised in the year.
Share options lapsed during the year:
Share options agreement dated 27 October 2020 - 1,650,000 share options at an
exercise price of 5.0p.
Share options held at year end:
No share options held at year end.
Louis Castro
Share options issued and exercised during the year:
No share options were issued of exercised in the year.
Share options lapsed during the year:
Share options agreement dated 31 January 2022 - 1,000,000 share options at an
exercise price of 5.6p.
Share options held at year end:
No share options held at year end.
Moyra Scott
Share options issued and exercised during the year:
No share options were issued of exercised in the year.
Share options held at year end:
Share options agreement dated 29 March 2023 -3,000,000 share options at an
exercise price of 10.0p. The share options are exercisable immediately.
Geoffrey Leid
Share options issued during the year:
• Share options agreement dated 17 April 2024 - 3,000,000 share options at
an exercise price of 12.5p.
Share options exercised during the year:
No share options were exercised in the year.
Share options held at year end:
• Share options agreement dated 17 April 2024 -3,000,000 share options at an
exercise price of 12.5p. The share options are exercisable by 18 April 2031.
Stephen Boldy
Share options issued during the year:
• Share options agreement dated 1 October 2024 - 3,000,000 share options at
an exercise price of 10.5p.
Share options exercised during the year:
No share options were exercised in the year.
Share options held at year end:
• Share options agreement dated 1 October 2024 -3,000,000 share options at
an exercise price of 10.5p. The share options are exercisable by 30 September
2031.
The Black Scholes model has been used to fair value the options, the inputs
into the model were as follows:
The total share option reserve expense in respect of 2024 is £480,748 (2023:
1,540,481).
Warrants
During the year, the Company has granted the below warrants to an
institutional investor via Novum Securities Limited ("Novum"):
• On 4 November 2024, 40,000,000 warrants were issued exercisable at 8.00p.
The Warrants have an expiry date of 4 November 2027.
During the year, the Company has granted the below warrants to Novum
Securities Limited ("Novum"):
• On 4 November 2024, 2,400,000 warrants were issued exercisable at 5.0p.
• On 19 December 2024, 10,000,000 warrants were issued exercisable at
5.5p. These warrants are part of a Convertible Loan Agreement "CLN" dated 20
December 2024 between Predator Oil and Gas Holdings Plc and Sanderson Capital
Partners Limited "SCP". The CLN only comes into force upon the award of
the South Corrib licence. The warrants will only be drawn down the earlier
of a) the parties agree to terminate the CLN in accordance with terms b)
written confirmation from the Company that SCP can subscribe for the Notes
under the CLN.
The total warrant agreements for the aforesaid 52,400,000 warrants issued
during the year ended 31 December 2024 do not contain vesting conditions and
therefore the full share-based payment charge, being the fair value of the
warrants using the Black-Scholes model, has been recorded immediately.
As at the year ended 31 December 2024, the total number of warrants in issue
are:
The warrants issued during the year were issued solely to investors and have a
fair value of Nil.
The weighted average exercise price of the warrants at the year end is £0.08
(2023: £0.09). The weighted average life of the warrants at the year end is
3.1 years (2023: 2.2 years).
22. Reserves
Details of the nature and purpose of each reserve within owners' equity are
provided below:
• Share capital represents the nominal value each of the shares in issue.
• Share Based Payments Reserve are included in the Consolidated Statement of
Changes in Equity and in the Consolidated Statement of Financial Position and
represent the accumulated balance of share benefit charges recognised in
respect of share options and warrants granted by the Company, less transfers
to retained losses in respect of options exercised or lapsed.
• Warrants Issuance Cost Reserve are included in the Consolidated Statement
of Changes in Equity and in the Consolidated Statement of Financial Position
and represent the accumulated balance of charges recognised in respect of
warrants granted by the Company less transfers to retained losses in respect
of options exercised or lapsed.
• The Retained Deficit Reserve represents the cumulative net gains and
losses recognised in the Group's statement of comprehensive income.
• The Reconstruction Reserve arose through the acquisition of Predator Oil
& Gas Ventures Limited. This entity was under common control and therefore
merger accounting was adopted.
23. Related party transactions
Directors and key management emoluments are disclosed in note 9 and 21 and in
the Directors' remuneration report on pages 77 to 82.
In addition to the Directors and key management emoluments, the Executive
Directors had various transactions that are disclosed in note 17.
During the year, the Company incurred costs of EUR42,000 (£35,832) (2023: EUR
63,000) relating to capitalised operations and logistic costs in Morocco, of
which nil (2023: EUR NIL) remains outstanding at the year end. These costs are
payable to Earthware Energy Inc a company owned by/related to Karima Absa, the
wife of Lonny Baumgardner. These services were terminated in 2024.
As at year end, the balance owed to Directors for their services are as
follows:
· Paul Griffiths - £27,938
· Alistair Jury - £2,316
· Carl Kindinger - £6,580
24. Contingent liabilities and capital commitments
The Group had at the reporting date no capital commitments or contingent
liabilities.
25. Litigation
As at 31 December 2024, the Group is not currently involved in any litigation.
26. Events after the reporting date
20 January 2025
The Company announced that civil engineering work, to improve access roads and
prepare the MOU-5 well pad, had commenced on its Guercif licence onshore
Morocco at the MOU-5 drill site.
21 January 2025
The Company announced the completion by T-Rex Resources (Trinidad) Limited,
the acquisition of 51% of the issued share capital of Caribbean Rex Limited
("CRL"). CRL'S sole asset is a 100% interest in and operatorship of the
Bonasse Field in the SW Peninsular, Trinidad. The Bonasse field has a
production licence expiring in 2039. There are no remaining work commitments.
The consideration for the investment in CRL was US$170,000.
5 February 2025
The Company announced that it had placed 50 million new ordinary shares of no
par value in the Company at a placing price of 4 pence each to raise £2
million (before expenses) with Eva Pacific Pty Ltd. The funds are to be
applied to an accelerated drilling programme for the upcoming MOU-5 well in
Morocco on the Titanosaurus prospect and to prepare for the development and
appraisal drilling programme on Snowcap-3 in Cory Moruga, Trinidad. Pursuant
to this placing 10mil warrants exercisable at 6p a share was granted to Eva
Pacific Pty Ltd and Cynosure Capital Pty Ltd.
18 February 2025
The Company announced that T-Rex Resources (Trinidad) Limited's 51% owned
subsidiary, Caribbean Rex Limited('CRL'), had entered into a transaction with
Challenger Energy ("CEG") for the potential acquisition of its St Lucia
domiciled subsidiary company, Columbus Energy (St. Lucia) Limited, which in
turn holds various subsidiary entities collectively representing all of the
CEG's business, producing assets and operations in Trinidad and Tobago. The
three producing fields that are being acquired are Goudron, Inniss Trinity and
Icacos and are currently averaging 272 bopd of production.
The total consideration of US$1,750,000 comprises an initial deposit of
US$250,000 which has been satisfied via the issuance to CEG of 4,411,641
Predator shares; US$750,000 payable on completion comprising US$250,000 in
cash and US$500,000 via the issuance of Predator shares and deferred
unconditional consideration payments of US$750,000, payable in cash, in three
instalments of US$250,000, at the end of 2025, 2026, and 2027. CRL will
assume a total of US$4.25 million of legacy liabilities, provisions and
potential exposures of the business, and the assets and operations in Trinidad
and Tobago. The Company are in the process of assessing the fair values of
the assets and liabilities acquired and will make use of the 12 months
assessment period as presented within IFRS 3.
20 February 2025
The Company awarded 45,000,000 unallocated share options, exercisable at 5.5p
per share, under the option scheme as follows:
a. Dr. Stephen Boldy: 7,500,000 options
b. Mr Paul Griffiths Chief Executive:18,500,000 options
c. Mr Alistair Jury:7,500,000 options
d. Mr Carl Kindinger:7,500,000 options
e. Mr Geoffrey Leid Director: 4,000,000 options
The vesting conditions and phased vesting dates are as follows:
• 25% of the award on commencement of MOU-5
drilling.
• 25% of the award after 9 months or on
announcement of the completion of the acquisition of Challenger Energy Group
Plc's Trinidad & Tobago companies, whichever occurs first.
• 25% of award after 6 months or announcement of
positive MOU-3 testing results, whichever occurs first.
• 25% of award on announcement of achieving
500boe/pd net to Predator in Trinidad.
4 March 2025
The Company announced that the MOU-5 well had commenced drilling operations
onshore Morocco on 3 March 2025.
17 March 2025
The Company announced that the results of the MOU-5 drilling programme have
unlocked a new Jurassic play, opening a trend never before tested in the
Guercif Basin. A helium show has provided the impetus to further assess the
helium potential of the MOU-5 structure. There was confirmation of the
pre-drill play concept and seismic inversion modelling work based on limited
2D seismic data. This allows for the acquisition of more focussed additional
seismic data to clarify the updip potential. The way forward from this point
on is to evaluate the data from the well and then to seek a farminee to join
the Jurassic Project. The MOU-5 well has confirmed that the large MOU-5
structure has to be further investigated based on new 3D seismic data.
24 March 2025
The Company announced an operational update and commencement of oil sales:
· CEG Trinidad acquisition progressing on schedule through regulatory
process. This acquisition will add 272
bopd on completion
· Bonasse oil off-take agreement executed and oil sales to commence
· Bonasse Production and Field Services Management Agreement executed
· Bonasse workover programme underway and building to 35 bopd initial target
· SGN thermo-chemical wax treatment received regulatory approval for use in
Trinidad
· Jacobin-1 workover will be the first test of the SGN patented technology in
Trinidad
· In 2025 the MOU-3 shallow higher pressure gas onshore Morocco will be
perforated.
· A farmout package for both 3D seismic and an updip well on the Titanosaurus
structure based on new insights
will be prepared following assessment of MOU-5 drilling results
· The Company is fully-funded for all 2025 firm commitments.
27. Prior year adjustments
1. £4,497,179 has been recognised as an intangible asset on consolidation
of TRex's balance sheet with POGT in respect of the valuation of Cory Moruga.
This compares to an intangible asset of £5,251,939 recognised in the Group's
consolidated balance sheet at 31December 2023. The difference is accounted for
by showing a US$1million part payment for the acquisition of the Cory Moruga
licence as a loan due by TRex to POGT, it's parent company, and not a cost of
acquiring TRex. Accordingly a prior adjustment of £775,224 has been
recognised reducing the intangible asset to £4,497,179.
The amounts recognised in respect of the identifiable assets acquired and
liabilities assumed are:
31.12.23 31.12.23 01.01.2024 (restated) 01.01.2024 (restated)
(audited) (audited)
Consideration US$ £ US$ £
Transfer to CEG 1,000,000 810,066 1,000,000 810,066
Transfer to MEEI 1,000,000 810,066 - -
FRAM loan unwind 762,216 643,905 762,216 643,906
Unrealised Foreign exchange difference - (2,943)
Costs of acquisition - - - -
Total 2,762,216 2,264,037 1,762,216 1,451,029
T-Rex Assets and Liabilities £ £
Trade and other receivables 584,130 601,343
Intangible asset 5,251,939 4,476,714
Liabilities (TTD 24,950,313) (3,572,032) (3,627,028)
Total 2,264,037 1,451,029
2. Historically £203,474 in well insurance for drilling operations in
Morocco has been expensed to the income statement, but in the current year
deemed to be accruing to the Guercif intangible asset.
Historically £489, 629 in Withholding taxes payable on operations in Morocco
has been expensed to the income statement, but in the current year deemed to
be accruing to the Guercif intangible asset.
This has resulted in an adjustment of £693,103 reducing the prior year
operating loss and the prior year retained deficit.
28. Ultimate controlling party
In the opinion of the Directors there is no ultimate controlling party as no
one individual is deemed to satisfy this definition.
Corporate information
Directors
Paul Stanard Griffiths (Chief Executive Officer - Chairman)
Lony Baumgardner (resigned 11 September 2024)
Stephen Boldy (Non Executive Chairman) (appointed 16 Sepetember 2024)
Alistair Jury (Non-Executive Director)
Carl Kindinger (Non-Executive Director)
Company
Secretary
Oak Secretaries (Jersey) Limited
3rd
Floor, IFC5
Castle Street
St.
Helier
Jersey JE2 3BY
Registered
Office
3rd Floor, IFC5
Castle
Street
St.
Helier
Jersey JE2 3BY
Telephone+44 (0) 1534 834 600
Joint Broker and Placing Agent
Novum Securities Limited
2(nd) Floor
7-10
Chandos Street
London
W1G 9DQ
Strategic and Investor Communications
Flagstaff Communications
1 Cornhill
London
EC3V 3ND
Joint Broker and Placing
Agent
Oak Securities
90 Jermyn Street
LONDON SW1Y 6JD
Corporate Advisor
Novum Securities Limited
2(nd)
Floor
7-10
Chandos Street
London W1G 9DQ
Auditors
PKF Littlejohn LLP
15 Westferry Circus Canary Wharf
London E14 4HD
Legal advisers to the Group as to English law
Charles Russell Speechlys LLP
5 Fleet Place
London EC4M 7R
Legal advisers to the Group as to Jersey
law Pinel Advocates
One Liberty Place St. Helier
Jersey JE2 3NY
Competent
Person
SLR Consulting (Ireland) Ltd
7 Dundrum Business Park
Windy Arbour
Dublin 14, D14 N2Y7
Republic of Ireland
Scorpion Geoscience Limited
Oakmoore Court
Kingswood Road
Hampton Lovett
Droitwich, Worcestershire
WR9 0QH
Registrar
Computershare Investor Services (Jersey) Limited
Queensway House
13 Castle Street
St. Helier
Jersey JE1 1ES
Financial
PR
Flagstaff Strategic and Investor Communications
1 King Street
London EC2V 8AU
Principal Bankers
Barclays Bank Plc
13 Library Place
St.
Helier
Jersey
JE4 8NE
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