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RNS Number : 9226M Predator Oil & Gas Holdings PLC 19 September 2023
FOR IMMEDIATE RELEASE
19 September 2023
Predator Oil & Gas
Holdings Plc / Index: LSE / Epic: PRD / Sector: Oil & Gas
Predator Oil & Gas Holdings Plc
("Predator" or the "Company" and together with its subsidiaries "the Group")
Report and Interim Financial Statements for the 6 months to 30 June 2023
Financial highlights:
· Loss from operations for the 6 months period is
£2,361,721 ((£599,789 for the 6 months period ended 30 June 2022).
· Cash balance, at period end of £1,000,006 (2022 year
end: £3,323,161).
· A further £1,188,863 (US$1,500,000) held as restricted
cash and £630,575 (2022 year end: 659,504) by way of a loan to FRAM
Exploration Trinidad Ltd. for the investment in the Pilot CO2 EOR Project.
· £1,139,950 (before expenses) raised through two
placings. Issuing 14,174,056 new ordinary shares at a placing price of £0.055
and 6,322,410 new ordinary shares at a placing price of £0.057.
· 1,000,000, 15,710,972 and 3,401,077 share options
exercised at £0.05, £0.08 and £0.10 respectively to raise £1,646,986 with
the issue of 20,112,049 new ordinary shares
· 1,875,000 and 160,714 warrants exercised at £0.04 and
£0.028 respectively to raise £79,500 with the issue of 2,035,714 new
ordinary shares.
· 6,401,077 and 15,710,972 share options issued
exercisable at £0.10 and £0.08 respectively.
· Directors' loans advanced through sale of 22,189,580
existing shares at £0.055 to raise £1,220,427; 18,000,000 existing shares at
£0.105 to raise £1,890,000; and 15,710,972 and 3,401,077 exercised share
options at £0.08 and £0.10 respectively and sold at £0.057, compensated for
by a loan of £507,999.
· No debt.
· Issued share capital 426,403,418 (31 December 2022:
383,759,189)
Operational highlights:
· MOU-2 drilled to 1260 metres and suspended for operational
reasons with an option to re-enter.
· MOU-3 drilled to 1509 metres and completed for rigless
testing.
· MOU-3 encountered formation gas shows and shallow higher
pressure gas.
· Gas charge from deeper source rocks confirmed via major
fault conduits
· MOU-4 drilling at the end of the period under review.
· Rigless testing programme being planned using ECS Sandjet
perforating tool.
· Compressed Natural Gas "Proof of Concept" development
model established.
· Potential Jurassic upside within 126 km2 structure being
evaluated by MOU-4
· Entry into a binding term sheet with Challenger Energy
Group Plc for the acquisition of the under-
developed Cory Moruga field subject to regulatory consent for an agreed
new work programme.
· Company approached by a potential partner for Corrib South
offshore Ireland in the event of the award
of a successor authorisation.
Post reporting date:
· On the 11 July 2023 the Company announced that the
MOU-4 had been drilled to 1199 metres. The edge of the Jurassic structure had
been penetrated and the well had been completed for rigless testing.
· On the 13 July 2023 the Company announced that the
NuTech petrophysical interpretation of the MOU-4 well had highlighted a number
of intervals for rigless testing.
· On the 1 August 2023 the Company announced that the
placing announced on 31 July 2023 had been over-subscribed and had raised
gross proceeds of £10 million through the issue of 90,909,090 new ordinary
shares at £0.11.
In connection with the placing 8,318,181 broker warrants were issued at an
exercise price of £0.11.
· On 10 August 2023 the Company published a Secondary
Prospectus (project "Allosaurus") including a Competent Persons Report by
Tracs International Limited.
· On the 30 August 2023 the Company announced an
operations update including the extension of the Cory Moruga long-stop date
from 31 August 2023 to 30 November 2023 to facilitate completion of the Cory
Moruga transaction.
Predator Oil & Gas Holdings Plc (PRD), the Jersey-based Oil and Gas
Company ("Predator" or "the Company") focussed on near-term, high impact
drilling for gas in Morocco is pleased to announce its unaudited interim
results for the six-month period ended 30 June 2023.
Executive Chairman's 's Report
Dear Shareholder,
The first six months of 2023 has seen the Company successfully plan and
implement a three-well drilling programme onshore Morocco in line with its
strategy of focussing on high impact drilling for gas in Morocco.
Results from the MOU-3 well completed for rigless testing in June were
particularly encouraging and helped to de-risk the Compressed Natural Gas
("CNG") development case. This is the Company's preferred scenario for
supplying the industrial gas market in Morocco to help reduce reliance on
carbon intensive Liquified Petroleum Gas imports. Importantly MOU-3 confirmed
the interpretation of the results of the MOU-1 well completed in July 2021 and
established a new gas basin covering up to 240 km² in the northwest corner of
the Guercif Licence. This has created the opportunity to re-assess a
previously unexplored part of the Guercif Licence from the perspective of
developing new gas prospects at several different geological levels.
Higher gas prices are achievable in the private sector and CNG offers a
simpler solution to deliver gas to dispersed industrial users compared to
investing in pipeline infrastructure, which requires more fixed capital
investment; takes longer to construct due to requirements for environmental
approvals and land permitting; and necessitates initially deploying more risk
capital for drilling to underpin a minimum medium term gas production profile
to fix the required amount of pipeline capacity. By contrast CNG is a flexible
and scalable development where additional capital expenditure can be funded
organically and proportionally out of productions revenues given Morocco's
very favourable fiscal regime.
Gas-to-power developments are longer term and will likely attract a lower gas
sales price as the State is the only permitted buyer of the gas for
electricity generation.
The Company's drilling programme is being targeted at defining the minimal,
relatively modest, flow rates required for a scalable CNG development to
create a revenue-generating business, whilst maintaining the impetus to
discover larger volumes of gas for which future markets might include
gas-to-power and export to Europe via the Maghreb gas pipeline, which runs
through the area drilled to date by the Company.
2023 thus far continues to be dominated by the ramifications of the
Ukraine-Russia crisis which has led to an Energy Crisis. Inflation has
increased to levels that are beginning to impact the global economy. The
Company is pleased to report that despite sharply rising costs it has
re-structured its Moroccan operations, by availing of management's extensive
historical and present relationships with suppliers of well services in many
different jurisdictions, to maintain drilling costs in line with actual 2021
costs.
Identification and development of CO2 EOR projects in Trinidad remains a key
objective of the Company. CO2 EOR is compatible with promoting a stable period
of Energy Transition for those countries where the economies are heavily
reliant on revenues and taxes from the oil and gas sector. It's a practical
short-term measure that contributes positively to assisting to achieve the
longer term solution of greener energy supply, storage for anthropogenic CO2
and promoting economic stability.
As with all projects that involve an element of seeking to stabilise and
ultimately reduce CO2 emissions the project economics have to demonstrate a
commercial return to investors within a relatively short timescale. Larger
projects would require State funding to underpin the investment model in order
to generate acceptable returns for investors. This is how market dynamics work
in practice to contribute towards maintaining healthy economies.
In Ireland the Company's shorter-term emphasis has shifted so far in 2023 to
attempting to secure a successor authorisation for Corrib South. Energy
security, gas storage and preserving EU gas infrastructure to maintain
diversification of entry points into the European gas grid independent of
Russian gas supplies is becoming of increasing strategic significance.
Maintaining the longevity of the Corrib gas field infrastructure during the
Energy Transition for blended gas and hydrogen storage and possible LNG
imports contributes to this strategic objective.
The Company is working with a potential strategic partner in the event a
successor authorisation for Corrib South is awarded.
The Mag Mell FSRU project and the application for a successor authorisation
for Ram Head focussed on the development of a gas storage facility remain on
the table for consideration by the Irish regulatory authorities but are not
expected to advance further during 2023.
The Energy Transition and "Security of Energy Supply" have become critical
issues in 2023 for the well-being of the global economy. The informed
narrative in relation to the "Energy Crisis" and the dawning of the practical
realisation that net zero CO2 emissions cannot be achieved without a period of
transition has resulted in an increased willingness to invest in the gas
and, to a lesser extent, oil sectors during the period under review.
The Company has always maintained focus on and operatorship of its three core
areas of Morocco, Trinidad and Ireland. It has not diluted project equity in
that time on the basis that any future monetisation of assets has a greater
chance of attracting entities of substance if the opportunity is material to
them.
The outlook for the remainder of 2023 will see the rigless testing programme
in Morocco initiated and completed and, subject to results, the CNG
development plan being progressed targeting "First Gas" in 2024.
Additional high impact drilling opportunities in Morocco will be evaluated and
potentially progressed in 2023 and 2024.
Subject to completion of the acquisition of TRex Holdings Trinidad Limited and
regulatory approvals, a high impact appraisal well in the under-developed Cory
Moruga licence may be scheduled for 2024.
The Corrib South successor authorisation will be progressed as far as possible
with the potential for a strategic partner to become involved in any future
licence award.
Market dynamics are cyclical and currently the appetite is for near-term,
value creating, drilling success. The Company's portfolio is aligned with
investor sentiment for near-term activity with the prospects of material
results in a success case.
Operational overview
Morocco
The extension of the Initial Period of the Guercif Petroleum Agreement by a
further 9 months allowed the Company to advance a drilling programme scheduled
for the First Extension Period thereby satisfying all drilling commitments for
the First Extension Period. It also facilitated the rollover of the current
bank guarantee in favour of ONHYM without the requirement to increase the
amount.
The first well in the programme, MOU-2, was drilled in January to target an
area of the "Moulouya Fan" interpreted to potentially contain thicker
reservoir sands.
The well was suspended at 1260 metres depth, above the intended primary
target, due to operational issues impacting the drilling rate. It was left in
a condition to facilitate an option to re-enter following an analysis of the
drilling mud system to determine the changes that would be required to improve
drilling performance and reduce the risk of getting logging tools stuck
downhole in a particular unplanned-for geological formation. This was
interpreted from the mud log and gamma log acquired whilst drilling as a
large-scale slump feature.
The well could only be logged down to 1010.87 metres depth where the logging
tools could not penetrate into the section interpreted as the slump feature.
Below the logged interval a gross interval of 165 metres was penetrated with
up to 100 metres of variable quality sand. Presence of significant thicknesses
of sands not seen in MOU-1 drilled 8 kilometres to the west in 2021 confirmed
the pre-drill predictions that the area to the east offered greater potential
for sand development at the level of the primary target
The second well in the programme, MOU-3, was drilled and completed for rigless
testing in June. It tested a shallow four-way dip closure and a deeper
down-faulted closure potentially sealing against a fault at the level of the
primary target.
Within the shallow closure over-pressured gas was unexpectedly encountered in
an 11 metre-thick sand from 339 to 350 metres depth with a 3% formation gas
show. The interval was estimated to be 122 psi over-pressured.
Further formation gas shows were encountered in sands at 449 metres (1.0%),
509 metres (1.35%), 555 metres (1.51%) and 751 metres depth (2.42%).
No provision for wireline logging had been made pre-drill for this shallow
section.
Due to the unexpected presence of over-pressured shallow gas a different well
design would need to be considered and the MOU-3 well twinned to approximately
800 metres depth to safely conduct a rigless test in this interval.
Structural closure is estimated to be up to 6 km² within this gross interval
of 450 metres with several levels of gas-bearing sands.
Potentially material gas resources may be present within this structural
closure.
Deeper within the shallow structural closure the "Ma and TGB-6" sands were
encountered from 815 to 895 metres depth with formation gas show of 2.06% at
817 and 3.0% at 841 metres depth. Five potential sands with higher background
gas were present. Individual sands have a maximum thickness of 3 metres giving
an estimated cumulative thickness of 11.5 metres versus a P10 pre-drill
forecast sand thickness of 10 metres.
Pre-drill P50 structural closure was determined to be 6km² for the area
containing the Ma and TGB-6 sands.
Preliminary post-drill seismic interpretation indicates that the MOU-3 shallow
structure may persist several kilometres to the southwest towards the MOU-1
well drilled in 2021, where formation gas shows and gas was interpreted in the
Ma and TGB-6 sands.
Several thin sands up to one metre thick were encountered between 1046 and
1140 metres depth. The upper sands are interpreted as being the TGB-4 sands.
Borehole quality is poor in this section and further petrophysical analysis
supported by rigless testing is required to fully evaluate the potential of
this section.
The "Moulouya Fan" target was encountered between 1378 and 1437 metres with
approximately 50.5 metres of sand versus a pre-drill P50 expectation of 19
metres.
Elevated background gas readings were recorded whilst drilling this section
and a formation gas show of 0.95% was encountered at 1395 metres drilling
depth. This section was drilled significantly over-balanced with a mud weight
of 1.47 SG to reduced shale cavings from highly mobile claystones in an
interval above the Moulouya Fan.
The Moulouya Fan interval penetrated by MOU-3 is defined by a sequence of
strong seismic events covering an area of at least 30 km². The potential for
a large stratigraphic trap exists within which there may be faulted
compartments.
MOU-3 reached its planned total depth of 1,509 metres TVD MD on 21 June 2023.
Wireline logs were acquired for the interval from 725 to 1509 metres depth.
NuTech wireline log analysis and reservoir characterisation of the MOU-3 well
highlighted 43 metres to be likely gas sands. The well was completed for
rigless testing using the Sandjet water jet perforating technology widely used
in the United States. The primary advantage of Sandjet is that it allows
deeper penetration into potential gas reservoirs beyond the wellbore zone
impacted by heavier drilling mud invasion in circumstances where the drilling
is over-balanced. It is also more cost-effective compared to conventional
perforating options using explosives where there are a number of separate
reservoir sands to be evaluated for assessing the potential to co-mingle on
production.
MOU-3 successfully satisfied several key pre-drill objectives.
· It de-risked gas charge to identify migration pathways for deep
thermogenic gas to ascend to shallower potential reservoir sands, thereby
creating the framework for re-evaluating other prospective structures adjacent
to these migration pathways with potential Jurassic and Tertiary sandstone and
carbonate reservoirs;
· It verified the integrity of the MOU-3 hydrocarbon trap at
multiple levels and enhanced the case for significant shallow gas potential;
· It de-risked, subject to the rigless testing results, the "Proof
of Concept" for the minimum volume and likely gas flow rates required to
initiate a CNG development;
· subject to rigless testing results, MOU-3 confirmed the
scalability of an initial CNG development to meet the near-term demands of the
Moroccan industrial market; and
· validated that the reservoir distribution over multiple levels is
ideally suited to the scalable CNG development concept focussed on
transporting gas by road and not relying on large-scale capital investment in
fixed pipeline infrastructure.
At the end of the period under review MOU-4 had commenced drilling.
The primary objectives of the MOU-4 well are to evaluate a potential
southwestern extension of the Moulouya Fan and to penetrate and confirm the
presence of a Jurassic section to satisfy a specific drilling licence
commitment whilst also evaluating the rationale for testing a Jurassic
structure covering up to 126km² in an optimal crestal position.
The rigless testing programme is intended to begin with the testing of MOU-1
at multiple shallow and deep levels.
Trinidad
During the period under review the Company announced that it had completed all
confirmatory due diligence on Cory Moruga and had subsequently entered into
fully termed long-form legal documentation with Challenger Energy Group Plc to
acquire TRex Holdings (Trinidad) Limited ("TRex") subject to regulatory
approvals and consents.
The Cory Moruga Licence encompasses historical hydrocarbon discoveries that
have never been fully developed due primarily to periodic changes in the
ownership of TRex, financial constraints and operational issues with an
appraisal well designed to test all the potential oil-bearing sands in the
main structural feature covered by 3D seismic which led to the well being
prematurely terminated above the deeper targets.
The initial discovery well, drilled and successfully tested by the previous
operator to TRex, also missed the majority of the main targets as it was
located prior to the acquisition of the 3D seismic and crossed a fault now
visible on the good quality 3D seismic data.
The Company's management has extensive knowledge of this area of onshore
Trinidad having launched an unsuccessful bid pre-IPO for the former BP Moruga
West field, which encroaches into the Cory Moruga Licence, in 2017.
The Company therefore recognises significant unrealised potential resources
within the Cory Moruga Licence. Furthermore, on account of the under-developed
nature of the hydrocarbon accumulations, there is scope for a miscible CO2 EOR
project early in the development phase of any production opportunity if
original reservoir pressures are not permitted to steeply decline. This can in
a success case lead to a significant uplift in ultimately recoverable oil
whilst also sequestering anthropogenic CO2.
Currently the Company is working together with all parties to seek to secure
the transfer of this material asset into the Company's portfolio of projects.
Until this is completed and regulatory approval and consents have either been
granted or declined the Company will not be simultaneously pursuing other
opportunities onshore Trinidad.
Ireland
During the period under review the Company has concentrated its efforts on
addressing its application for a successor authorisation for Corrib South.
Following an unsolicited approach in relation to Corrib South from a potential
strategic partner of substance correspondence has been exchanged between the
Company and the Geoscience Regulation Office of the Department of the
Environment, Climate and Communications. This represents a positive
development but should not be construed as indicating that an award of a
successor authorisation for Corrib South is imminent.
The Company's strategy is to exercise patience and to ensure that our
applications for successor authorisations remain under active consideration
until such time that the argument for security and diversity of gas supply and
the protection of strategic infrastructure for the Energy Transition becomes
overwhelming.
Corrib South has significant potential prospective gas resources that in a
success case could be monetised through the Corrib infrastructure to preserve
its longevity and assist with the transition to a blended natural gas and
hydrogen storage facility.
Financial review
The Company reported an operating loss for the period to 30 June 2023 of
£2,361,721 ((£599,789 for the 6 month period ended 30 June 2022). The
increase in operating loss is mostly attributable to increased drilling
activity in Morocco which is deemed vital to adding potential gas resources
and ultimately creating shareholder value.
Administrative expenses for the period to 30 June 2023 included a £1,444,227
(£131,297 for the 6 month period ended 30 June 2022) fair value expense to
warrants and share options, however directors' fees have been reduced to
£138,000 (£182,699 for the 6 month period to 30 June 2022) despite the
significant increase in corporate activities which included Project Allosaurus
costs of £117,000 related to progressing a Secondary Prospectus with the FCA.
The Company is finishing the reporting period with cash reserves of
£1,006,006 (2022: full year £3,323,161) and restricted cash of £1,188,863
(2022: full year £1,245,798) in the form of the security deposit for the
Guercif Bank Guarantee in favour of ONHYM. The balance outstanding of the loan
by the Company to FRAM for the investment in the Pilot CO2 EOR Project was
£630,575 (2022: full year £659,504).
£1,139,950 (before expenses) has been raised through two placings by issuing
14,174,056 new ordinary shares at a placing price of £0.055 and 6,322,410 new
ordinary shares at a placing price of £0.057.
1,000,000, 15,710,972 and 3,401,077 share options have been exercised at a
price of £0.05, £0.08 and £0.10 respectively to raise £1,646,986 by the
issue of 20,112,049 new ordinary shares.
1,875,000 and 160,714 broker warrants have been exercised at £0.04 and
£0.028 respectively to raise £79,500 by the issue of 2,035,714 new ordinary
shares.
6,401,077 and 15,710,972 share options have been issued exercisable at £0.10
and £0.08 respectively.
The Company has no third party debt.
Related party transactions comprised Executive Directors' loans advanced
through the sale by Novum Securities Limited of 22,189,580 existing shares at
£0.055 to raise £1,230,427; 18,000,000 existing shares at £0.105 to raise
£1,890,000; and 15,710,972 and 3,401,077 exercised share options at £0.08
and £0.10 respectively and sold at £0.057, compensated for by a loan of
£507,999 from the Executive Directors.
Placing funds and Executive Directors' loans provided the working capital to
facilitate funding the Company's well planning and part-funding the drilling
operations in Morocco to avoid an expensive demobilisation and re-mobilisation
of Star Valley Rig 101.
As a result of the transactions successfully concluded during the period under
review, the Company is well-capitalised for initial drilling operations, free
of third party debt and is in a position to deploy prudent levels of
administrative expenditure focussed on enhancing and promoting the potential
of the Company's portfolio.
COVID pandemic and Energy Crisis
The Company took all commensurate steps during the period under review to
minimise unnecessary capital expenditures and operating costs in the event
that COVID restrictions might be re-imposed at some future date. The Energy
Crisis is impacting the industry's business operations worldwide as a result
of rising inflation and rising costs in respect of well services and well
inventory. The Company's management has managed this situation through
continuing to apply negotiating skills to reduce costs and by eliminating
unnecessary expenditures. As a result our drilling budgets remain in line with
our actual 2021 drilling costs.
A resurgence of COVID would be manageable based on the lessons learnt,
experience gathered and changes to operating procedures and capital deployment
enacted during COVID-19.
Maintaining adequate cash reserves and delivering a high impact drilling
programme in Morocco focussed on the opportunity to supply gas to the Moroccan
industrial market is a prudent risk-reward proposition for our shareholders.
Reducing expenditures in the short-term in Trinidad and Ireland is also
prudent in order to focus resources on delivering this key value proposition
in Morocco for shareholders. This does not reduce the Company's strategic and
competitive advantages neither in Trinidad for CO2 EOR operations based on our
practical experience, expertise and technical database, nor in Ireland, where
the Company currently offers a viable gas storage project and a FSRU LNG gas
import option together with an opportunity to increase the longevity of the
Corrib gas field infrastructure. Continuing with demonstrating the capability
of delivering CO2 sequestration using CO2 EOR technology in Trinidad is an
important contribution to helping to reduce CO2 emissions during the Energy
Transition. These strategic objectives are allowing the Company to demonstrate
to potential partners and investors its ability to perform and create exciting
business development opportunities compatible with the requirements for an
effective Energy Transition. This is even more important to demonstrate now
during the onset of the Energy Crisis and the realisation of the practical
requirement for a planned Energy Transition.
Summary
During the period under review, the Company has successfully implemented its
Moroccan drilling programme and has already achieved a sufficient level of
success facilitating it to be in a position to consider and plan a rigless
testing programme.
Initial results from the drilling of MOU-3 are encouraging in the context of
the Company's strategy to develop CNG for the Moroccan industrial market.
MOU-3 has de-risked the potential to nominate other potential structures
prospective for gas for short and medium-term drilling which will provide both
"running room" and further opportunities to add prospective gas resources.
Licensing arrangements for Guercif have been renegotiated such that all firm
drilling commitments for the next two years will have been satisfied and
further drilling will only be at the Company's discretion.
Financial discipline has ensured that the Moroccan portfolio of prospects is
being explored and developed in a cost-effective manner. This has allowed the
Company to maintain an undiluted interest in its assets thereby providing the
materiality necessary to attract larger entities assist in to addressing
future monetisation of the assets.
Our projects in Trinidad and Ireland remain patiently managed at minimal cost
and can be advanced rapidly to create potential shareholder value as and when
negotiations reach a stage where licences and acquisitions receive regulatory
approval and consent.
During the period under review we have taken the opportunity, when possible
and advisable, to raise funds in the public markets. This is necessary for us
to maintain our projects in good standing and to strengthen our hand in
commercial negotiations with well services, well inventory suppliers and with
potential end users of gas in Morocco. It also ensures that we maintain a
material undiluted stake in our assets at project level. The Company is
well-funded and is taking preliminary steps to strengthen its balance sheet in
order to be in a position to progress a potential CNG development in Morocco
during the remainder of this year.
On behalf of the Board, I would like to thank our shareholders for their
continued support of the Company through what has been another particularly
active period of operations. We look forward over the next 6 months to
continue making positive progress towards monetising our discovered gas
through a CNG development.
Paul Griffiths
Executive Chairman
Paul Griffiths, Executive Chairman of Predator, commented:
"This has been a particularly active period for the Company as we have begun
executing a multi-well drilling programme onshore Morocco. Operations have
been managed efficiently and initial drilling results are very encouraging.
MOU-3 results have so far exceeded management's pre-drill expectations.
Market sentiment has changed for the oil and gas sector in the early part of
2023 and those companies that are activity driven and focussed on drilling and
delivering near-term value with a reasonable expectation of early monetisation
are being favoured by investors in the sector.
Gas is a commodity in Morocco which is much in demand and the industrial
market ensures gas price stability within a favourable fiscal regime that
facilitates longer term planning and creates greater certainty for asset
valuation independent of global pricing trends.
Our strength lies in being an early mover to identify value-creating
opportunities and to patiently bring them to a stage where early monetisation
is a realistic goal."
For further information visit www.predatoroilandgas.com (about%3Ablank)
Follow the Company on twitter @PredatorOilGas.
This announcement contains inside information for the purposes of Article 7 of
the Regulation (EU) No 596/2014 on market abuse
For more information please visit the Company's website
at www.predatoroilandgas.com (about%3Ablank) :
Enquiries:
Predator Oil & Gas Holdings Plc Tel: +44 (0) 1534 834 600
Paul Griffiths Executive Chairman Info@predatoroilandgas.com (about%3Ablank)
Lonny Baumgardner Managing Director
Novum Securities Limited Tel: +44 (0)207 399 9425
David Coffman / Jon Belliss
Fox-Davies Capital Tel +44 (0)203 884 7447
Jerry Keen jerry@fox-davies.com (about%3Ablank)
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 operator of the Guercif Petroleum Agreement onshore Morocco which
is prospective for Tertiary gas less than 10 kilometres from the Maghreb gas
pipeline. The MOU-1 well drilled in 2021 and the MOU-3 well drilled in 2023
have been completed for rigless testing in 2023. Focus is on supplying
compressed natural gas to the Moroccan industrial market. Further drilling
activity is being progressed to evaluate Jurassic prospects.
Predator is seeking to apply CO2 EOR techniques onshore Trinidad which have
the advantage of sequestrating anthropogenic carbon dioxide. Acquisition
opportunities are also being progressed which are compatible with this
strategy.
Predator owns and operates exploration and appraisal assets in licensing
options offshore Ireland, for which successor authorisations have been applied
for, adjoining Vermilion's Corrib gas field in the Slyne Basin on the Atlantic
Margin and east of the decommissioned Kinsale gas field in the Celtic Sea.
Predator has developed a Floating Storage and Regasification Project ("FSRUP")
for the import of LNG and its regassification for Ireland and is also
developing gas storage concepts to address security of gas supply and
volatility in gas prices during times of peak gas demand.
The Company has a highly experienced management team with a proven track
record in successfully executing operations in the oil and gas sector.
The interim management report and interim results are set out in the following
pages.
The Directors present their report and the unaudited consolidated financial
statements together with related notes, of Predator Oil & Gas Holdings Plc
and its subsidiaries ("the Group") for the six months ended 30 June 2023. The
statements have been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all the information required for a complete set
of UK-adopted international accounting standards financial statements.
However, selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the changes in the
Group's financial position and performance since the last annual consolidated
financial statements as at the year ended 31 December 2022. The results for
the period ended 30 June 2023 are unaudited. These statements are in agreement
with accounting records which have been properly kept in accordance with
Article 103 of the Companies (Jersey) Law 1991.
Responsibility Statement
We confirm that to the best of our knowledge:
- The Interim Report has been prepared in accordance with
International Accounting Standards 34, Interim Financial Reporting and
applicable law
- The condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting standards, gives
a true and fair view of the assets, liabilities, financial position and profit
or loss of the issuer, or the undertakings included in the consolidation as a
whole as required by DTR 4.2.10
- The Interim Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of interim financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year and
- The Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the
information required on related party transactions.
The Interim Report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by
Executive Chairman
COVID statement, Energy Crisis and global outlook
The six-month period ended 30 June 2023, has seen an increase in COVID
variants. We must therefore remain vigilant in the event that there is a
further outbreak of COVID in the future. Businesses have learnt now how to
adapt through the COVID-19 experience to any potential COVID restrictions in
order to navigate through the challenges it poses.
The Energy Crisis has created a new landscape for the oil and gas sector which
has seen a rise in oil and gas activity particularly in relation to drilling
and LNG distribution. There is an increasing demand for well services and well
materials. Sourcing requirements is still possible but requires greater
flexibility in terms of widening the geographic spread of suppliers. Promptly
paying for local in-country and international services, including being in a
position to make advance payments, creates loyalty and business trust to
maintain good relations. It is important to be well-funded in order to promote
stronger business relationships. Cost inflation is manageable through prudent
planning, efficiency of operations and cost-cutting strategies to eliminate
waste and redundancy.
Public awareness of climate change concerns and unsustainable accelerating
levels of CO2 emissions has been heightened. The fossil fuel industry has been
the primary focus of attention during this time, given its high-profile
current and historical contribution to generating CO2 emissions through use
by, largely, third parties of its products. This has created a difficult
environment for attracting equity and debt finance as banks and institutions
react to pressure to disassociate themselves from fossil fuel investments.
However there is now a practical and pragmatic approach by many that an Energy
Transition is required, based mainly on gas, in order to preserve economic
stability to counter rising energy costs and fears over security of energy
supplies. This has resulted in increased sentiment for investment in the oil
and gas sector in the early part of 2023.
The Energy Transition has a key role to play in navigating the way to lowering
of CO2 emissions by gas replacing coal and oil. The wind does not always blow,
the sun does not always shine and large amounts of electricity cannot yet be
stored! It is therefore inevitable that gas will be required for years to come
as a back-up energy supply when renewables cannot meet the demand. The fossil
fuel industry produces gas. The fossil fuel industry has the knowledge and
expertise to develop indigenous gas resources, LNG import options, and the
underground reservoirs for CO2 sequestration and gas and hydrogen storage.
Investment should be focussed on these aspects of the industry to address the
"Energy Crisis" and the Energy Transition.
The Energy Crisis has created volatility in the foreign exchange markets. The
Company continues to execute a strategy of holding different currencies
necessary to satisfy its financial commitments in different jurisdictions.
Exposure to currency fluctuations will be inevitable for the foreseeable
future given the volatile state of the currency markets generated by uncertain
economic conditions and variable interest rates for different currencies. This
will be one of the areas of greatest concern going forward.
Condensed consolidated statement of comprehensive income
For the 6 months to 30 June 2023
01.01.2023 to 30.06.2023 01.01.2022 to 30.06.2022
(unaudited) (unaudited)
Notes £ £
Administrative expenses 3 (2,311,893) (599,789)
Operating loss (2,311,893) (599,789)
Finance income - -
Finance expense (49,590) -
Loss for the period before taxation (2,361,483) (599,789)
Taxation (238) -
Loss for the period after taxation (2,361,721) (599,789)
Other Comprehensive income - -
Total comprehensive loss for the period attributable to the owner of the (2,361,721) (599,789)
parent
Loss per share basic and diluted (pence) 4 (0.592) (0.219)
Condensed consolidated statement of financial position
As at 30 June 2023
30.06.2023 31.12.2022
(unaudited) (audited)
Notes £ £
Non-current assets
Tangible fixed assets 2,230 3,448
Intangible asset 5 11,440,803 5,275,720
11,443,033 5,279,168
Current assets
Trade and other receivables 6 3,637,004 1,986,670
Cash and cash equivalents 7 1,000,006 3,323,161
4,637,010 5,309,831
Total assets 16,080,043 10,588,999
Equity attributable to the owner of the parent
Share capital 8 20,927,030 16,840,165
Reconstruction reserve 1,516,595 1,909,540
Warrants issuance cost 10 (702,781) (583,825)
Share based payments reserve 10 2,116,190 1,379,964
Retained deficit (11,744,860) (10,210,097)
Total equity 12,112,174 9,335,747
Current liabilities
Trade and other payables 9 3,967,869 1,253,252
Total liabilities 3,967,869 1,253,252
Total liabilities and equity 16,080,043 10,588,999
Condensed consolidated statement of changes in equity
For the 6 months to 30 June 2023
Attributable to owner of the parent
Share Capital Reconstruction reserve Warrants issuance cost reserve Share based payments Retained deficit Total
£ £ £ £ £ £
Balance at 31 December 2021 11,425,061 2,386,321 (376,820) 611,173 (8,337,551) 5,708,184
Loss for the period - - - - (599,789) (599,789)
Total comprehensive loss for the period - - - - (599,789) (599,789)
Issue of ordinary share capital 1,035,000 - - - - 1,035,000
Transaction costs - (83,799) - - - (83,799)
Share based payment charge - - - 131,297 - 131,297
Total transactions with owners 1,035,000 (83,799) - 131,297 - 1,082,498
Balance at 30 June 2022 12,460,061 2,302,522 (376,820) 742,470 (8,937,340) 6,190,893
Balance at 31 December 2022 16,840,165 1,909,540 (583,825) 1,379,964 (10,210,097) 9,335,747
Loss for the period - - - - (2,361,721) (2,361,721)
Total comprehensive loss for the period - - - - (2,361,721) (2,361,721)
Issue of ordinary share capital 2,360,380 - - - - 2,360,380
Issue of warrants - - - 210,155 - 210,155
Exercised options 1,646,985 - - (874,015) 874,015 1,646,985
Share based payment charges - - - 1,444,228 - 1,444,228
Exercised warrants 79,500 - 44,142 (44,142) - 79,500
Cancelled/expired warrants - - 47,057 - (47,057) -
Warrants issuance costs - - (210,155) - - (210,155)
Transaction costs - (392,945) - - - (392,945)
Total transactions with owners 4,086,865 (392,945) (118,956) 736,226 826,958 5,138,148
Balance at 30 June 2023 20,927,030 1,516,595 (702,781) 2,116,190 (11,744,860) 12,112,174
Condensed consolidated statement of cash flows
For the 6 months to 30 June 2023
01.01.2023 to 30.06.2023 01.01.2022 to 30.06.2022
(unaudited) (unaudited)
£ £
Cash flows from operating activities
Loss for the period before taxation (2,361,721) (599,789)
Adjustments for:
Share based payment expense 10 1,444,227 131,297
Finance expense 49,590 -
Depreciation 1,218 1,218
Foreign exchange 127,385 (295,419)
(Increase)/decrease in trade and other receivables (1,742,397) 18,450
Increase/(decrease) in trade and other payables 2,714,617 (118,010)
Net cash generated from/ (used in) operating activities 232,919 (862,253)
Cash flow from investing activities
Capitalised costs - Project Guercif - Morocco (6,165,083) (170,965)
Net cash used from investing activities (6,165,083) (170,965)
Cash flows from financing activities
Proceeds from issuance of shares, net of issue costs 3,693,921 951,200
Finance expense paid (49,590) -
Net cash generated from financing activities 3,644,331 951,200
Effect of exchange rates on cash (35,322) 108,417
Net (decrease)/increase in cash and cash equivalents (2,323,155) 26,399
Cash and cash equivalents at the beginning of the period 3,323,161 1,523,035
Cash and cash equivalents at the end of the period 1,000,006 1,549,434
Significant non-cash transactions
During the period there were various significant non-cash transactions
relating to share options, warrants issued during the period and loans to
directors for shares lent, which are detailed in notes 8, 9 and 10.
Notes to the condensed consolidated interim financial statements
For the 6 months to 30 June 2023
General information
Predator Oil & Gas Holdings Plc ("the Company") and its subsidiaries
(together "the Group") are engaged principally in oil and gas business
activities in the Republic of Trinidad and Tobago, Morocco and Ireland. These
activities include licence acquisitions; potential acquisitions of companies;
operation of exploration and appraisal drilling; and the planning and
execution of future development projects. 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 of preparation
The condensed consolidated interim financial statements are prepared under the
historical cost convention and on a going concern basis and in accordance with
UK adopted international accounting standards and IFRIC interpretations
adopted for use in the United Kingdom ("IFRS").
The condensed consolidated interim financial statements contained in this
document do not constitute statutory accounts under Companies (Jersey) Law
1991. In the opinion of the directors, the condensed consolidated interim
financial statements for this period fairly presents the financial position,
result of operations and cash flows for this period.
Statutory financial statements for the year ended 31 December 2022 were
approved by the Board of Directors on 27 April 2023. The report of the
auditors on those financial statements was unqualified with the recoverability
of the loan receivable from FRAM (note 7) and the capitalisation of
exploration costs being considered key audit matters. The audit report also
contained material uncertainty in respect of the Group's going concern.
The Board of Directors approved this Interim Financial Report on 22 September
2023.
Statement of compliance
The Interim Report includes the consolidated interim financial statements
which have been prepared in accordance with International Accounting Standard
34 'Interim Financial Reporting'. The condensed interim financial statements
should be read in conjunction with the annual financial statements for the
year ended 31 December 2022, which have been prepared in accordance with
UK-adopted international accounting standards.
Going Concern
Notwithstanding the operating loss incurred during the period under review and
following successful placings to raise a total of £1,139,950 before expenses
and a further successful placing post the reporting period to raise
£10,000,000 before expenses, the Directors have a reasonable expectation that
the Group will not need to raise funds to continue with its operational
commitments and to meet all of its current contractual liabilities for the
foreseeable future.
The planned major initiative for 2023 is the Moroccan drilling and rigless
testing programme. The costs for these wells are currently based on actual
costs for the reporting period and those received post the period under
review. Whilst the cost of well services and equipment has gone up and the
value of the United States dollar strengthened significantly against
sterling at times in early 2023, this has been largely offset against savings
made in the drilling programme both due to accumulated drilling experience
since 2021 and the economies of scale created by a multi-well drilling
programme. Drilling costs have therefore been within pre-drill budget
estimates for the overall drilling programme.
A successful negotiation with ONHYM has taken place that allows the
US$1,500,000 Bank Guarantee in favour of ONHYM to be rolled over to the First
Extension Period of the Guercif Petroleum Agreement thereby saving
US$2,146,000 for the Bank Guarantee required to enter the First Extension
Period.
The Company has sufficient funding, if required to execute the acquisition of
TRex Holdings (Trinidad) Limited within the next 12 months and also to
contribute to the initial costs for a CNG development in Morocco subject to
the award of an Exploitation Concession. The Company has interest from two
lenders to provide debt financing for a CNG development which is expected to
require a minimum of US$5 million (net the Company's 75% equity stake)for the
"Proof of Concept" development case. If following the debt financing route
proved sufficiently attractive, discretionary cash on the Company's balance
sheet could contribute to additional drilling in Morocco. Accordingly, either
an appraisal of the Jurassic structure or CNG development wells for upscaling
gas deliveries could be considered.
Trinidad has not required any additional working capital other than a small
allotment of funds for care and maintenance. The Operator of the
Inniss-Trinity Incremental Production Services Contract ("IPSC"), FRAM,
unilaterally elected to terminate the Inniss-Trinity CO2 EOR Pilot Project
without informing the licence holder Heritage Petroleum Trinidad Ltd.
("Heritage"). As a result, no further funds are being invested in the project
and there are no residual liabilities to be incurred by the Company. The Well
Participation Agreement ("WPA") with FRAM and all accrued entitlements due to
the Company arising from the WPA up until the time the project was
unilaterally terminated by FRAM's parent company currently remain due, as does
the Loan advanced to FRAM, which is repayable from the profits of the sale of
enhanced oil production.
During the period under review, the Company has entered into fully termed
long-form legal documentation with Challenger Energy Group Plc to acquire TRex
Holdings (Trinidad) Limited ("TRex") subject to regulatory approvals and
consents. TRex holds an 83.8% interest in the Cory Moruga Licence which
includes the Snowcap-1 oil discovery. The terms of the Acquisition include
acquiring 100% of the issued share capital of TRex.
A Condition Precedent for Completion of the Transaction is that the Ministry
of Energy and Energy Industries ("MEEI") agrees to a revised work programme
for the Cory Moruga Production Licence to focus on the application of CO2 EOR
and an appraisal/development well in 2024. The MEEI would also need to agree
to a waiver of past dues and claims in respect of the Cory Moruga Production
Licence such that TRex is free of all liabilities at Completion. Therefore the
Company would not be inheriting any outstanding financial liabilities but
would be instead committing to a new work programme for Cory Moruga with the
MEEI involving a new CO2 EOR project.
The Long-stop Date for Completion of the Acquisition to occur was 31 August
2023. Post the period under review the Long-stop Date has been extended to
30th November 2023. Dialogue with MEEI is continuing and final negotiations
regarding the treatment of the historical TRex liabilities is expected to be
successfully completed paving the way for Completion to occur before the
amended Long-stop Date of 30 November 2023.
The Gross Consideration for the Acquisition is US$9 million.
The Cash Consideration is US$3 million payable in 3 stages - US$1.0 million on
Completion; US$1.0 million 6 months after Completion; and US$1.0 million once
production from Cory Moruga reaches 100 bopd.
Post the period under review the Company has sufficient funding to execute the
acquisition of TRex within the next 12 months if required
The remaining US$6 million of Gross Consideration is offset against TRex's
Cory Moruga Production Licence liabilities which, conditional on MEEI consent,
POGT is converting into a new work programme which includes CO2 EOR. These
liabilities are reported as US$4.6 million in the CEG Interim Results for the
Period Ending 30 September 2022. Loans receivable from FRAM under the
Inniss-Trinity Well Participation Agreement totalling of £659,504 in respect
of the Inniss-Trinity CO2 EOR project comprising US$360,096 advanced as cash
and US$402,120 and £26,461 advanced as equipment would be written off. The
balance of the US$6 million remaining represents a nominal cost for supplying
the CO2 EOR expertise and know-how to facilitate the planning and execution of
the historical Inniss-Trinity CO2 EOR Project.
It was decided by the Directors that the FRAM Loan was not to be provided for
until the outcome of the MEEI's consent process for the acquisition of TRex by
the Company had been announced in 2023. Whilst the Acquisition is conditional
on the consent of the MEEI the Company has a reasonable expectation that
consent will be granted based on its ability to offer CO2 EOR as a development
option. No other company in Trinidad can currently offer the MEEI this
short-term option.
The Gross Consideration of US$9 million was based on the P50 gross recoverable
resources for the Herrera #8 Sand only of 1,823,925 barrels of oil (1,528,449
net to TRex) as defined in the Snowcap 2018 Field Development Plan ("FDP")
submitted by TRex to the MEEI in 2018 following a Declaration of Commerciality
for the Snowcap-1 discovery well made by PAREX Resources in 2015. The FDP
indicated gross plateau oil production of 96,600 barrels of oil per annum
(80,950 net to TRex) based on average gross production of 256 bopd (215 bopd
net to TRex). Undiscounted netbacks after all royalties and taxes at WTI US$65
was demonstrated to be US$18.3/bo. On the basis of the FDP the Cory Moruga
Production Licence was awarded TRex, who had acquired all the issued share
capital of PAREX.
The Company recognised considerable upside in Cory Moruga. PAREX had indicated
gross P50 recoverable oil resources for seven Herrera Sands not included in
the FDP, but which tested oil in the Rochard-1 well in Cory Moruga Licence and
in the adjoining Moruga West Field, of 18.5 million barrels (15.5 mm net to
TRex).
The Company's CO2 EOR experience in the Inniss-Trinity Field, which produces
from the same Herrera reservoirs, suggests that well delivery rates and
ultimately recoverable oil could be significantly increased through the
application of CO2 EOR.
Upon consent being granted by MEEI and completion of the Transaction with CEG,
the Company will have a commitment to pay CEG US$1,000,000 on Completion from
existing cash resources post the period under review.
Considering the Going Concern requirement, the Directors' do not foresee a
projected working capital shortfall within the next 12 months. However, if
cash was required to be preserved then the Directors would institute a
programme of cuts to Directors' and consultants' remuneration and other
third-party corporate costs. For any discretionary projects deemed to create
potential value for shareholders requiring additional funding, Directors on a
case-by-case basis, would seek to raise additional funds in the equity markets
during periods of favourable market conditions.
The Company has no debt.
The Directors do not believe that either a resurgence of COVID or Brexit will
adversely influence the Group's business development strategy. If the need
were to arise, operations in Morocco can be maintained by relying on the
operating practices established during COVID-19. Brexit will only create more
uncertainty for Ireland's security of gas supply, thereby enhancing the
Company's Irish projects by creating alternative sources of gas not tied to
the UK-Ireland gas transmission infrastructure.
Monetisation of assets may become possible as the oil and gas sector becomes
more attractive for investors and corporate transactions to secure material
gas assets.
The directors having made due and careful enquiry, are of the opinion that the
Group has adequate working capital to execute its operational commitments over
the next 12 months assuming current spending commitments will prevail. The
Group, therefore, will continue to adopt the going concern basis in preparing
the Interim Report and Financial Statements.
Cyclicality
The interim results for the six months ended 30 June 2023 are not necessarily
indicative of the results to be expected for the full year ending 31 December
2023. Due to the nature of the entity, the operations are not affected by
seasonal variations at this stage.
New Standards adopted at 1 January 2023
There are no accounting pronouncements which have become effective from 1
January 2023 that have a significant impact on the Group's interim condensed
consolidated financial statements.
Significant accounting policies
The accounting policies applied by the Group in these half-yearly results are
the same as those applied by the Group in its consolidated financial
information in its 2022 Annual Report and Accounts.
Areas of estimates and judgement
When preparing the Group's consolidated interim financial statements,
management undertakes a number of judgements, estimates and assumptions about
recognition and measurement of assets, liabilities, income and expenses. The
actual results may differ from the judgements, estimates and assumptions made
by management, and will seldom equal the estimated results.
The judgements, estimates and assumptions applied in the Group's consolidated
interim financial statements, including the key sources of estimation
uncertainty, were the same as those applied in the Group's last annual
financial statements for the year ended 31 December 2022.
Foreign currencies
The functional currency of the Group and all of its subsidiaries is the
British Pound Sterling.
Transactions entered into by 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.
1 Financial risk management
The Board continually 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 2022 Annual Report and Financial Statements, a copy of
which is available from the Group's website: www.predatoroilandgas.com. The
key financial risks are market risk (including cash flow interest rate risk
and foreign currency risk), credit risk and liquidity.
2 Segmental analysis
The Group operates in one business segment, the exploration, appraisal and
development of oil and gas assets. The Group has interests in four
geographical segments being Africa (Morocco), Europe (Ireland), Caribbean
(Trinidad and Tobago) and Corporate (Jersey).
Operating segments are disclosed below on the basis of the split between
exploration and development and administration and corporate.
Europe Caribbean Africa Corporate
For the 6 months to 30 June 2023 £ £ £ £
Gross Loss
- Administrative and overhead expenses (45,782) (5,059) 171,610 (2,431,444)
- Depreciation nil nil nil (1,218)
- Finance expense nil nil nil (49,590)
- Taxation nil nil (238) nil
Loss for the period from continuing operations (45,782) (5,059) 171,372 (2,482,252)
Total reportable segment intangible assets nil nil 11,440,803 nil
Total reportable segment non-current assets nil nil nil 2,230
Total reportable segment current assets nil 630,577 1,335,744 2,670,689
Total reportable segment assets nil 630,577 12,776,547 2,672,919
Total reportable segment liabilities (10,500) (4,574) (1,851,249) (2,101,546)
Europe Caribbean Africa Corporate
For the 6 months to 30 June 2022 £ £ £ £
Gross Loss
- Administrative and overhead expenses (118,621) (40,945) (420,341) (18,664)
- Depreciation nil nil nil (1,218)
Loss for the period from continuing operations (118,621) (40,945) (420,341) (19,882)
Total reportable segment intangible assets nil nil 2,857,991 nil
Total reportable segment non-current assets nil nil nil 4,666
Total reportable segment current assets 2,717 659,621 1,245,422 1,547,485
Total reportable segment assets 2,717 659,621 4,103,413 1,552,151
Total reportable segment liabilities (7,191) nil (28,129) (91,689)
There are no non-current assets held in the Group's country of domicile, being
Jersey, Channel Islands (2022: £nil).
30.06.2023 30.06.2022
(unaudited) (unaudited)
3 Administrative expenses £ £
Technical Consultancy fees (i) 42,657 64,504
Listing costs 71,733 56,971
AIM listing costs - 40,488
Project Allosaurus 117,000 -
Broker fees 12,500 23,472
Directors fees 138,000 182,699
Share based payments - options 1,444,227 131,297
Administration fees 77,602 55,946
Bank charges 27,405 26,224
Legal and professional fees 91,077 69,722
Travel expenses 22,583 76,166
Non-executive director fees 47,004 60,830
Computer/system costs/IT support 6,886 2,130
Insurance 46,545 33,415
Sundry expenses 4,968 1,369
Annual return fee 1,350 665
Depreciation 1,218 1,218
Website costs 1,153 2,203
Foreign exchange 127,385 (243,530)
Audit fee 30,600 14,000
2,311,893 599,789
(i) During the period ended 30 June 2023, all Executive
Directors' technical consultancy fees for Predator Gas Ventures Limited were
capitalised accordingly.
30.06.2023 30.06.2022
4 Loss per share (unaudited) (unaudited)
Weighted average number of shares 398,787,674 273,377,468
Loss attributable to ordinary equity holders of the company (2,361,721) (599,789)
Total basic and diluted loss per share attributable to the ordinary equity (0.592) (0.219)
holders (pence)
Diluted loss per Ordinary share equals basic loss per ordinary share as, due
the losses incurred in 2023 and 2022, there is no dilutive effect from the
subsisting share options.
5 Intangible asset MOU-1 MOU-2 MOU-3 MOU-4 Total
Gross carrying amount
Balance at 1 January 2023 2,860,900 2,414,820 - - 5,275,720
Additions 56,500 2,019,113 2,654,845 1,434,625 6,165,083
Balance at 30 June 2023 2,917,400 4,433,933 2,654,845 1,434,625 11,440,803
Depreciation and impairment
Balance at 1 January 2023 - - - - -
Depreciation - - - - -
Balance at 30 June 2023 - - - - -
Carrying amount 31 December 2022 2,860,900 2,414,820 - - 5,275,720
Carrying amount 30 June 2023 2,917,401 4,433,933 2,654,845 1,434,625 11,440,803
Due to the significant work done in the period with regards to the number of
wells in Morocco, it was decided to reflect the costs on a 'well by well'
basis, as this will provide greater clarity on each of the assets.
All costs relating to Project Guercif have been capitalised and will be
depreciated once gas discovery is declared commercial and a Plan of
Development has been
approved.
The Directors have undertaken an assessment of the following areas and
circumstances that 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; or
· Sufficient data exists to indicate that the book value will not
be fully recovered from future development and production.
30.06.2023 31.12.2022
(unaudited) (audited)
6 Trade and other receivables £ £
Current
Security deposit (US$1,500,000) (i) 1,188,863 1,245,795
Loans receivable (ii) 630,575 659,504
Prepayments and other receivables (iii) 1,817,566 81,371
3,637,004 1,986,670
(i) The Company's subsidiary, Predator Gas Ventures Limited, on 19 March 2019,
provided a bank guarantee of US$1.5 million to Office National des
Hydrocarbures et des Mines, who act for the Moroccan State, as a condition of
being granted the Guercif exploration licence. Predator Gas Ventures Limited
was required to lodge a security deposit of US$1.5 million with Barclays Bank
Plc to secure the guarantee facility. ONHYM have agreed that the US$1,500,000
bank guarantee for the Initial Exploration Period be rolled over to the First
Extension Period to replace the requirement for an increased US$3,646,000 bank
guarantee.
The restricted access cash balance of £1,188.863 represents the aforesaid
security deposit and is denominated in US Dollars. 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. All other receivables
are denominated in Pound Sterling.
(ii) As at the year ended 30 June 2023 £630,575 (2022: £654,073) comprises
of:
• US$360,096 (2022: US$360,096) advanced as cash in line with a loan
agreement signed and dated 24 July 2019 and subsequent 5 addendums (2022: 5
addendums); and
• US$402,120 and £26,461 (2022: US$402,120, £26,461) advanced as
equipment.
The loans were advanced to provide FRAM Exploration Trinidad Ltd. ("FRAM"), a
wholly owned subsidiary of
Challenger Energy Group Plc ("Challenger") with funds for the purpose of
meeting their Inniss-Trinity CO2 EOR project expenses. The original terms of
the loans were that they were unsecured, interest free and were repayable at
the discretion of Predator Oil & Gas Trinidad Limited ('POGT') provided
not less than a notice of 7 working days is given but in any event were
repayable from one hundred percent of profits generated by the Inniss-Trinity
pilot CO2 EOR project prior to a 50:50 profit split between POGT and FRAM.
During the period under review the Company has entered into fully termed
long-form legal documentation with Challenger to acquire 100% of the issued
share capital of TRex Holdings (Trinidad) Limited ("TRex") subject to
regulatory approvals and consents. TRex holds an 83.8% interest in the Cory
Moruga Licence which includes the Snowcap-1 oil discovery. A condition precent
for completion of the transaction is that the Ministry of Energy and Energy
Industries ("MEEI") agrees to a revised work programme for the Cory Moruga
Production Licence involving a new CO2 EOR project and the drilling of one
well provisionally in 2024. The MEEI would also need to agree to a waiver of
past dues and claims in respect of the Cory Moruga Production Licence such
that TRex is free of all liabilities at Completion. Final negotiations
regarding the treatment of the historical TRex liabilities is expected to be
completed during September paving the way for Completion to occur before
long-stop date of 30 November 2023 (as amended from 31 August 2023 post the
period under review).
The principal monetary elements of the Transaction include:
• A cash consideration of US$3 million payable in 3 stages -
US$1.0 million on Completion; US$1.0 million 6 months after completion; and
US$1.0 million once production from Cory Moruga reaches 100 bopd.
• A write-off of TRex's Cory Moruga Production Licence liabilities,
estimated at US$4.6 million, which, conditional on MEEI consent, POGT is
converting into a new work programme which includes CO2 EOR.
• A write-off of the aforesaid loans receivable from FRAM
totalling of £630,575 in respect of the Inniss-Trinity CO2 EOR project.
It was decided by the Directors that the FRAM Loan was not to be provided for
until the outcome of the MEEI's consent process for the acquisition of TRex by
the Company had been announced in 2023. Whilst the Acquisition is conditional
on the consent of the MEEI the Company has a reasonable expectation that
consent will be granted based on its ability to offer CO2 EOR as a development
option.
(iii) Other receivables include an amount of £1,769,100 in respect of the
placing on 28 June 2023. The funds were received in two tranches, on 6 and 12
July 2023.
30.06.2023 30.06.2022 31.12.2022
(unaudited) (unaudited) (audited)
7 Cash and cash equivalents £ £ £
Pound Sterling 378,404 1,023,352 2,108,557
Euros 18,299 1,059 28,168
United States Dollar 503,366 516,162 830,810
Moroccan Dirham 99,937 8,861 355,626
1,000,006 1,549,434 3,323,161
8 Share capital Number of shares Value
£
Issued and fully paid
Opening Balance 383,759,189 16,840,165
9 March 2023
Warrants exercised 2,035,714 79,500
3 April 2023
Share issue (i) 14,174,056 2,000,000
12 May 2023
Share options exercised 19,112,049 1,596,986
12 May 2023
Share issue 2,500,000 142,500
26 May 2023
Share issue 3,822,410 217,879
26 May 2023
Share options exercised 1,000,000 50,000
426,403,418 20,927,030
(i) On the share placing dated 3 April 2023 for a total of 36,363,636 shares
of no par value, only 14,174,056 were shares considered to be issued, the
other 22,189,580 were lent by Paul Griffiths, a Director of the Company.
30.06.2023 30.06.2022 31.12.2022
(unaudited) (unaudited) (audited)
9 Trade and other payables £ £ £
Current
Trade payables 1,962,260 81,338 679,138
Accruals 60,686 45,671 61,183
Directors' loans (i) (ii) 1,944,923 - 512,931
3,967,869 127,009 1,253,252
(i)
On 24 November 2022, the executive directors of the Company exercised share
options to raise £1,256,880 to further develop the asset portfolio.
However, as the Company was unable to issue sufficient shares to fund this
program without publishing a FCA approved prospectus, the executive directors
Paul Griffiths and Lonny Baumgardner, with the approval of the independent
non-executive Board members and Novum Securities Limited, agreed to place
their 15,710,972 New Ordinary Shares, resulting from the exercised share
options, at a price of £0.08 to raise £1,256,877 before expenses of
£92,981.
A back-to-back loan arrangement between the Directors and the Company enabled
the Company to utilise all of the net proceeds after expenses (£749,276 from
the exercise of the options and a directors' loan ("Loan") of £507,604) from
the placing of the Directors' exercised share options to fund the further
maturing of all of its asset portfolio.
The loan with the executive directors incurred interest at a rate of 4%. Total
interest accrued for the period ended 30 June 2023 was £18,894 (2022: £nil).
On 22 May 2023, the executive directors exercised 3,401,077 share options
dated 9 November 2022 at a price of £0.10 and 15,710,972 share options dated
23 November 2022 of £0.08. As a result of both transactions, the Company was
due £1,596,985. Concurrently with the share options being exercised, the
shares were used for a placing of 19,112,049 shares at a placing price of
£0.057, resulting in a total placing funds of £1,089,387. The difference of
£507,598 was used to settle both capital balances on the directors loans.
These loans had to be repaid within one year of the date of the agreements.
The balances owed by the company including interest were fully settled on 18
August 2023.
(ii)
On 28 June 2023, the executive directors lent the Company a total of
18,000,000 ordinary shares to be sold to the market by Novum.
The shares were to be placed at £0.105 each, resulting in a total funds owed
to the directors of £1,890,000. This was to be allocated based on each of the
directors shares lent.
Paul Griffiths lent the company a total of 17,500,000, resulting in a loan
totalling £1,837,500, whilst Lonny Baumgardner lent the Company a total of
500,000 shares resulting in a loan of £52,500.
The loan with the executive directors incurred interest at a rate of 4% above
Sonia. Total interest accrued for the period ended 30 June 2023 was £1,387
(2022: £nil).
The loans are due to be repaid within one year of the agreement date, with the
interest rate being increased to 12%, should the Company default. It is
expected that the loan is to be repaid by returning the shares lent of
18,000,000.
These loans had to be repaid within one year of the date of the agreements.
The balances owed by the company including interest were fully settled on 18
August 2023.
10 Other reserves
30.06.2023 31.12.2022
Warrants issuance cost reserve (unaudited) (audited)
No of warrants £ £
Balance brought forward 9,564,232 (583,825) (376,820)
Issue of warrants 5,042,230 (210,155) (436,452)
Exercised warrants at fair value (2,035,714) 44,142 187,127
Cancelled and/or expired warrants (2,318,750) 47,057 42,320
Balance carried forward 10,251,998 (702,781) (583,825)
Share based payments reserve 30.06.2023 31.12.2022
(unaudited) (audited)
No of share options £
Balance brought forward 40,360,972 1,379,964 611,173
Issue of warrants 22,112,049 210,155 436,452
Extension of warrants exercise date - - 13,204
Cancelled share options - - -
Fair value expense of share options - 1,444,228 1,234,880
Share options exercised (20,112,049) (874,015) (728,618)
Warrants exercised - (44,142) (187,127)
Balance carried forward 42,360,972 2,116,190 1,379,964
11 Share based payments
Share options
The Group operates a share option plan for directors. During the period the
below share options were issued:
Paul Griffiths
Share options issued during the period:
On 12 May 2023, the Company issued 3,328,119 share options at an exercise
price of 10.0p. The share options are exercisable from 13 May 2023.
On 12 May 2023, the Company issued 7,855,486 share options at an exercise
price of 8.0p. The share options are exercisable from 13 May 2023.
Share options exercised during the period:
On 12 May 2023, the below share option agreements were exercised:
· Share options agreement dated 9 November 2022 - 3,328,119 were
exercised at 10.0p each
· Share options agreement dated 23 November 2022 - 7,855,486 were
exercised at 8.0p each
Share options held as at period end:
· Share options agreement dated 9 November 2022 - 4,171,881 share
options at an exercise price of 10.0p.
· Share options agreement dated 12 May 2023 -3,328,119 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.
Lonny Baumgardner
Share options issued during the period:
On 12 May 2023, the Company issued 72,958 share options at an exercise price
of 10.0p. The share options are exercisable from 13 May 2023.
On 12 May 2023, the Company issued 7,855,486 share options at an exercise
price of 8.0p. The share options are exercisable from 13 May 2023.
Share options exercised during the period:
On 12 May 2023, the below share option agreements were exercised:
· Share options agreement dated 9 November 2022 - 72,958 were
exercised at 10.0p each
· Share options agreement dated 23 November 2022 - 7,855,486 were
exercised at 8.0p each
Share options held as at period end:
· 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.
Alistair Jury
Share options issued during the period:
There were no share options issued during the period.
Share options exercised during the period:
No share options were exercised during the period.
Share options held as at period end:
· Share options agreement dated 5 July 2022 - 2,000,000 share
options at an exercise price of 8.125p.
Carl Kindinger
Share options issued during the period:
There were no share options issued during the period.
Share options exercised during the period:
No share options were exercised during the period.
Share options held as at period end:
· Share options agreement dated 9 November 2022 - 2,000,000 share
options at an exercise price of 7.75p.
Moyra Scott
Share options issued during the period:
On 29 March 2023, the Company issued 3,000,000 share options at an exercise
price of 10.0p. The share options are exercisable from 30 September 2023.
Share options exercised during the period:
No share options were exercised during the period.
Share options held as at period end:
· Share options agreement dated 29 March 2023 - 3,000,000 share
options at an exercise price of 10.0p.
Louis Castro
Share options issued during the period:
There were no share options issued during the period.
Share options exercised during the period:
On 22 May 2023, 1,000,000 shares were exercised at 5.0p each in accordance
with share options agreement dated 27 October 2020.
Share options held as at period end:
· Share options agreement dated 31 January 2022 - 1,000,000 share
options at an exercise price of 5.6p.
Steve Staley
Share options issued during the period:
There were no share options issued during the period.
Share options exercised during the period:
There were no share options exercised during the period.
Share options held as at period end:
· Share options agreement dated 27 October 2020 - 1,650,000 share
options at an exercise price of 5.0p.
Tom Evans
Share options issued during the period:
There were no share options issued during the period.
Share options exercised during the period:
There were no share options exercised during the period.
Share options held as at period end:
· Share options agreement dated 5 July 2022 - 2,000,000 share
options at an exercise price of 8.125p.
The Board is not planning to consider any other components of director
remuneration during the period under review.
The Black Scholes model has been used to fair value the options, the inputs
into the model were as follows:
Grant date May 2023 (1) May 2023 (1) March 2023
Share price £0.0660 £0.0660 £0.0720
Exercise price £0.0800 £0.1000 £0.1000
Term Not applicable Not applicable 6 months
Expected volatility 148% 148% 148%
Expected dividend yield 0% 0% 0%
Risk free rate 3.59% 3.59% 3.45%
Fair value per option £0.0000 £0.0000 £0.0224
Total fair value of the options £0 £0 £67,322
(1)
These share options were granted by the Company to the executive directors for
prematurely exercising their share option incentives and subsequently selling
those Option Exercise Shares to investors and for capitalising the Loans to
their disadvantage.
The total share option expense released for the period ended 30 June 2023 is
£1,444,227 (2022: £131,297) and relates to the below:
· Share options issued during the period - £67,322
· Share options issued in prior periods - £715,518
· Share options exercised during the period not yet fully released-
£661,387
Warrants
During the period, the Company has granted the below warrants to Novum
Securities Limited ("Novum").
• On 16 March 2023, 2,181,818 warrants were issued exercisable at 5.5p,
which were based on 6% of the total share placing of 36,363,636 shares. The
Warrants have an expiry date of 17 March 2026.
• On 12 May 2023, 1,780,412 warrants were issued exercisable at 5.7p, which
were based on 7% of the total share placing of 25,434,459 shares. The Warrants
have an expiry date of 11 May 2026.
• On 28 June 2023, 1,080,000 warrants were issued exercisable at 10.5p,
which were based on 6% of the total share placing of 18,000,000. The
Warrants have an expiry date of 28 June 2026.
The total warrant agreements for the aforesaid 5,042,230 warrants issued
during the period ended 30 June 2023 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 period ended 30 June 2023, the total number of warrants in issue
are:
1. On 12 March 2021 1,020,000 warrants were issued to Novum Securities
Limited exercisable at 10.5p with an initial expiry date of 12 March 2024,
which was extended by a further year to 12 March 2025. As at 30 June 2023, no
warrants have been exercised, with the outstanding exercisable warrants being
1,020,000.
2. On 18 June 2021 600,000 warrants were issued to Novum Securities
Limited exercisable at 15p with an initial expiry date of 18 June 2024, which
was extended by a further year to 18 June 2025. As at 30 June 2023, no
warrants have been exercised, with the outstanding exercisable warrants being
600,000.
3. On 28 March 2022 690,000 warrants were issued to Novum Securities
Limited exercisable at 9.0p with an initial expiry date of 28 March 2025. As
at 30 June 2023, no warrants have been exercised, with the outstanding
exercisable warrants being 690,000.
4. On 23 August 2022 3,600,000 warrants were issued to Novum Securities
Limited exercisable at 5.5p with an initial expiry date of 23 August 2025. As
at 30 June 2023, 1,800,000 warrants have been exercised, with the outstanding
exercisable warrants being 1,800,000.
5. On 23 November 2022 1,099,768 warrants were issued to Novum
Securities Limited exercisable at 8.0p with an initial expiry date of 23
November 2025. As at 30 June 2023, no warrants have been exercised, with the
outstanding exercisable warrants being 1,099,768.
6. On 16 March 2023 2,181,818 warrants were issued to Novum Securities
Limited exercisable at 5.5p with an initial expiry date of 16 March 2026. As
at 30 June 2023, no warrants have been exercised, with the outstanding
exercisable warrants being 2,181,818.
7. On 12 May 2023 1,780,412 warrants were issued to Novum Securities
Limited exercisable at 5.7p with an initial expiry date of 12 May 2026. As at
30 June 2023, no warrants have been exercised, with the outstanding
exercisable warrants being 1,780,412.
8. On 28 June 2023 1,080,000 warrants were issued to Novum Securities
Limited exercisable at 10.5p with an initial expiry date of 28 June 2026. As
at 30 June 2023, no warrants have been exercised, with the outstanding
exercisable warrants being 1,080,000.
During the period ended 30 June 2023, the total number of warrants exercised
are:
• On 6 March 2023, 160,714 warrants issued to Optiva Securities Limited
dated 24 May 2018 were exercised at 2.8p.
• On 6 March 2023, 1,875,000 warrants issued to Optiva Securities Limited
dated 17 February 2020 were exercised at 4.0p.
The valuation of these warrants involves making a number of estimates relating
to price volatility, future dividend yields and continuous growth rates.
The Black Scholes model has been used to fair value the warrants, the inputs
into the model were as follows:
Grant date 28 June 12 May 16 March
2023
2023
2023
Share price £0.1100 £0.0658 £0.0620
Exercise price £0.1050 £0.0570 £0.0550
Term 3 years 3 years 3 years
Expected volatility 80% 80% 80%
Expected dividend yield 0% 0% 0%
Risk free rate 4.39% 4.38% 3.45%
Fair value per warrants £0.061 £0.038 £0.035
Total fair value of the warrants £65,923 £67,709 £76,523
In addition to the total warrants fair value expense of £210,155, a total of
£47,057 (2022: £nil) was recognised in respect of impact for various
warrants having lapsed.
12 Investment in subsidiaries Principal activity Country of Ownership
incorporation interest
Predator Oil and Gas Ventures Limited Licence options in offshore Ireland Jersey 100%
Predator Oil &Gas Trinidad Limited Profit rights for production revenues from a CO2 enhanced oil recovery project Jersey 100%
Predator Gas Ventures Limited Exploration licence onshore Morocco Jersey 100%
Mag Mell Energy Ireland Ltd Licence application to import liquified natural gas Jersey 100%
13 Financial instruments
The Group's financial instruments comprise cash and items arising directly
from its operations such as trade receivables and trade payables.
30.06.2023
(unaudited)
Categorisation of financial instruments £
Financial assets measured at amortised cost:
Trade and other receivables 3,631,354
Financial assets that are debt instruments measured at amortised cost:
Cash and cash equivalents 1,000,006
4,631,540
Financial liabilities measured at amortised cost:
Trade and other payables (3,967,869)
(3,967,869)
14 Related party transactions
During the period, the Company incurred costs of EUR52,500 (£45,796) which
relate to costs payable to Earthware Energy Inc a company owned by/related to
Karima Absa, the wife of Lonny Baumgardner, of which EUR10,500 is owed as at
period end.
As at period end, the balance owed to directors for their services are as
follows:
· Paul Griffiths - £72,448 (2022: £9,583)
· Lonny Baumgardner - £115,652 (2022: £9,583)
· Alistair Jury - £1,888 (£3,333)
· Carl Kindinger - £8,683 (£nil)
Transactions with key management personnel
Key management of the Group are the board of directors. Key management
personnel remuneration includes the following expenses:
30.06.2023 30.06.2022 31.12.2022
(unaudited) (unaudited) (audited)
£ £ £
Executive and non-executive directors including bonuses 360,104 243,529 522,051
Share option scheme 1,444,228 131,297 1,234,880
1,804,332 374,826 1,756,931
The average number of personnel (including directors) during the period was:
Management - (Executive Directors) 2 2 2
Non-management - (Non-executive Directors) 2 2 2
4 4 4
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
£173,152 (2022: £107,350). The Group does not have employees. All personnel
are engaged as service providers.
During the period, there were also various loans with Executive directors, of
which more information can be found on note 9.
15 Subsequent events
· On the 11 July 2023 the Company announced that the
MOU-4 had been drilled to 1199 metres. The edge of the Jurassic structure had
been penetrated and the well had been completed for rigless testing.
· On the 13 July 2023 the Company announced that the
NuTech petrophysical interpretation of the MOU-4 well had highlighted a number
of intervals for rigless testing.
· On the 1 August 2023 the Company announced that the
placing announced on 31 July 2023 had been over-subscribed and had raised
gross proceeds of £10 million through the issue of 90,909,090 new ordinary
shares at £0.11.
In connection with the placing 8,318,181 broker warrants were issued at an
exercise price of £0.011.
· On 10 August 2023 the Company published a Secondary
Prospectus (project "Allosaurus") including a Competent Persons Report by
Tracs International Limited.
· On the 30 August 2023 the Company announced an
operations update including the extension of the Cory Moruga long-stop date
from 31 August 2023 to 30 November 2023 to facilitate completion of the Cory
Moruga transaction.
16 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.
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