REG - Prospex Energy PLC - Final Results
27/05/2025 07:00
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RNS Number : 0700K Prospex Energy PLC 27 May 2025
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas
27 May 2025
Prospex Energy PLC
('Prospex' or the 'Company')
Final Results for Year ended 31 December 2024
and
Notice of Annual General Meeting
Prospex Energy plc, an AIM quoted investment company, is pleased to announce
its audited Final Results for the year ended 31 December 2024 (the "year-end")
and Notice of the Annual General Meeting ("AGM") on 25 June 2025.
Corporate Highlights
· At the end of 2024, the financial position of the Company had
significantly strengthened with three revenue generating onshore natural gas
investments situated in stable European countries - two in Spain and one in
Italy.
· A fundraise in August 2024 of £4.2m gross via the issue of
69,955,393 new shares at 6p each, was applied in the same month to acquire
7.5% of HEYCO Energy Iberia S.L. ("HEI"). HEI has majority ownership in the
producing Viura gas field in northern Spain, now the Company's third producing
asset.
14.473% of the net after-tax production income from the Viura gas field
accrues to the Company's investment until completion of the drilling programme
and payback of its initial capital investment plus a 10% preferred return,
after which its share reverts to 7.2365%.
· The results from the Viura-1B well, announced in December 2024,
confirmed this investment decision. As this asset was acquired during the
year, the fair value attributed to it is the actual amount invested at
year-end, and it has not been revalued.
· During the year the Company expanded its activities into Poland, and
created PXEN Tatra Sp. Z. o. o., a wholly owned subsidiary of Prospex,
following its qualification to apply for onshore acreage hydrocarbon
exploration licences in country.
· Exemplary safety performance by our operators, contractors and
partners with no lost time incidents and no environmental issues or events.
Financial Highlights
· The Company recorded a loss for the year of £46,759 (2023: loss -
£1,231,400), a 96% reduction on last year.
· The Company is reporting a 19.5% increase in shareholder equity (net
asset value) at year-end of £4,013,106, to £24,590,154 (2023: £20,577,048).
· The revaluation of investments at fair value resulted in an increase
of 4.59% to £16,310,197 (2023: £15,594,931) and an unrealised gain of
£713,583 (2023: unrealised loss - £469,709).
· In March 2024, the Company made final settlement of all remaining
interest-bearing debt and interest. No further debt finance was required or
raised during the year.
· Consistent with the Company's strategy, cash inflows from the
Company's investment portfolio (which are received as loan repayments until
repayment of capital and interest) were reinvested for growth, with further
investment in all of the Company's assets during the year.
· At year-end, the Company held cash and cash equivalents of
£1,185,386 (2023: £3,186).
Post period highlights
· On 15th April 2025, the Company's wholly subsidiary, PXOG Muirhill
Limited, completed the acquisition of 100% of Tarba Energía S.L. ("Tarba")
through the purchase of the entire shareholding held by Warrego Energy Pty Ltd
("Warrego") in Tarba (the "Warrego Shares").
The Company now owns a 100% indirect working interest in El Romeral asset and
the Tesorillo and Ruedalabola exploration permits.
· The Company has invested a further £903,000 in the Viura asset
during 2025.
· Both of the above were completed using the Company's existing capital
resources.
· The Company appointed Hannam & Partners ('H&P') as Joint
Broker.
· The management team has been strengthened with the appointment of
Richard Jameson, as Chief Operating Officer.
Operational Highlights
Viura Field - Northern Spain
· The Viura acquisition significantly increased Prospex's proven (2P)
reserves by 6.5 Bcf (0.18 Bcm) net to Prospex. Gross 2P remaining reserves
at the Viura field is 90 Bcf (2.5 Bcm) and is expected to increase upon
further evaluation of the newly drilled horizons.
· Successful drilling and discovery of the Viura-1B well which reached
its revised total depth in October 2024, encountering high-quality gas-bearing
formations, including a new discovery in the previously unexplored Utrillas-B
reservoir. Further testing is planned for 2026.
· Viura-1B was completed and tested with flow rates up to 500,000 scm/d
(17.7 MMscfd), initiating production at 300,000 scm/d (10.6 MMscfd),
significantly boosting Prospex's total gas output in December 2024.
· Total natural gas produced from the Viura-1B well from start-up in
December 2024 to the end of Q1-2025 was 30.2 MMscm = 1.1 Bcf (which is ≈ 4.4
MMscm = 154 MMscf net to Prospex).
· Post Period the Company announced the temporary cessation of
production of the new Viura-1B well due to a leak in the completion tubing.
The Operator is sourcing the necessary equipment including mobilising a
suitable drilling rig in order to perform the workover by mid-June 2025.
· Drilling Phase 2 wells Viura-3A and Viura‑3B is now anticipated in
2026.
El Romeral - Southern Spain
· Ten year extension of the natural gas exploitation concessions at "El
Romeral 1, 2 and 3" to July 2034.
· Significant progress was made by the operator on the permitting
process of the five new wells to be drilled on the concessions and the
Environmental Impact Assessment. It is anticipated that the drilling permits
may be issued in 2025.
· Potential connection and gas sales to Enagas Gas Grid, subject to the
issue of the permits to drill the five new El Romeral gas wells.
Selva Field - Northern Italy
· Strong production and revenues with gross gas production for 2024
totalling 27.5 million scm, with 10.2 million scm net to Prospex. Gross
revenue reached €10.3 million, with €3.8 million net to Prospex at an
average realised gas price of €0.37/scm.
· Average gross daily production increased steadily each quarter,
ending the year at nearly 80,000 scm/day. Quarterly net revenues to Prospex
rose from €705,000 in Q1 to €1.25 million in Q4.
· Extension of long-term gas sales contract with BP Gas Marketing
("BPGM"), originally effective from April 2024, was extended by 12 months in
October. A further renewal is anticipated by October 2025.
· Drilling applications for four new wells in the Selva Malvezzi
production concession were filed in Q3-2024 with the technical office of the
Ministry of Environment and Energy Security.
· Lifting of the inherent hydrocarbon exploration and extraction
restrictions on the Plan for the Sustainable Energy Transition of Eligible
Areas ("PiTESAI") has led to increased access for activities on the Selva
Malvezzi Concession.
· Approval for strategic 3D Seismic Campaign was obtained in January
2025, paving the way for four new planned wells.
Commenting on the results, Mark Routh, Prospex's CEO, said:
"2024 was a year in which we made significant progress towards the development
of our stated strategy - to become a mid-tier independent European energy
producing group. We are pleased to report a significant increase in net
asset value by more than £4 million, underpinned by our growing portfolio of
high-quality energy investments. Ending the year debt-free, with more than
£1.1 million in cash and financially self-sustaining on a business-as-usual
basis, marks a key milestone for the business, enabling us to reinvest
organically and strengthen our foundation for future growth from a far
stronger balance sheet.
"The subsequent successful acquisition of Tarba Energía, and the increase of
investment in the Viura asset, both completed with existing cash reserves,
highlight our disciplined approach to portfolio development, supported by the
continued confidence of our investors. Looking ahead, we remain focused on
both organic growth from our existing assets and the pursuit of new
opportunities that meet our rigorous investment standards and look forward to
a successful 2025."
Notice of Annual General Meeting
The Company also gives notice that its AGM will be held at Huckletree
Bishopsgate, 8 Bishopsgate, London EC2N 4BQ, at 11.00 a.m. on 25 June 2025.
The Financial Results for the year ended 31 December 2024 together with the
Notice of AGM will be available to download from the Company's website:
https://prospex.energy/ (https://prospex.energy/) and will also be posted to
shareholders on or around 28 May 2025.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed
in accordance with the Company's obligations under Article 17 of MAR.
* * ENDS * *
For further information visit www.prospex.energy (http://www.prospex.energy)
or contact the following:
Mark Routh Prospex Energy PLC Tel: +44 (0) 20 7236 1177
Ritchie Balmer Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Rory Murphy
Andrew Monk (Corporate Broking) VSA Capital Limited Tel: +44 (0) 20 3005 5000
Andrew Raca / Alex Cabral (Corporate Finance)
Neil Passmore / Leif Powis Hannam & Partners Tel: +44 (0) 20 7907 8500
Ana Ribeiro / Charlotte Page St Brides Partners Limited Tel: +44 (0) 20 7236 1177
Prospex Energy Plc
Chairman's Report
for the year ended 31 December 2024
Prospex Energy is an AIM quoted company with a focus on European natural gas
and electricity. Several significant developments took place in 2024, and
the stage was set for additional opportunities in 2025 and beyond. At 31
December 2024, through its investments the Company has working interests in
three producing natural gas fields, two in Spain - the Viura gas field and El
Romeral, and one in Italy - the Selva Malvezzi concession, which during 2024
were operated by the Company's partners. Two of these generated income
throughout the year - electricity sales from its gas-to-power facility at El
Romeral in southern Spain and natural gas sales from the Selva field in
northern Italy. This has enabled the Company's investment vehicles to
reinvest for growth and to make partial repayments to the Company of their
interest-bearing debt, being funds which were invested during the acquisition,
exploration and development phases. In August 2024, the Company acquired a
7.2365% working interest in the producing Viura concession in Northern Spain
(14.473% until pay back of capital investment plus a 10% preferred return) and
gas sales accrued to this investment from that date. Income from Viura was
and is being reinvested in further drilling at Viura until completion of the
drilling programme in 2026.
Prospex Energy acquired its 7.2365% working interest in the Viura gas field by
way of a 7.5% shareholding in HEYCO Energy Iberia S.L through its subsidiary
PXOG Muirhill Ltd. including a share of 90 Bcf proven gas reserves and the
Viura gas processing plant.
The Company also created an investment vehicle in Poland, PXEN Tatra Sp. Z
o.o., which is 100% owned and during 2024 initiated applications for
open-acreage exploration permits in that country. These permits have not yet
been awarded.
Operations in all the Company's investment portfolio were carried out with an
exemplary safety performance by our operators, contractors and partners with
no lost time incidents and no environmental issues or events. The Company
continues to monitor its Health, Safety and Environment ("HSE") performance by
promoting a high level of HSE awareness and culture with its partners,
operators and subcontractors.
In 2024, the financial position of Prospex Energy was significantly
strengthened with production income from three onshore producing gas assets
situated in two stable European countries. All these assets have significant
growth potential which will be realised with the successful completion of
drilling programmes which are already well advanced in the permitting
processes, comprising five wells at El Romeral, four wells at Selva Malvezzi
and two wells at Viura. The Viura wells are already permitted; the remaining
nine drilling permit applications, at El Romeral and Selva, are expected to be
received during 2025 or early 2026. This puts the Company in the position to
achieve significant growth from its existing production concessions on all
three of its main investments. The timing of these eleven wells is not
certain and accumulated production income from its existing assets will be
deployed to fund the drilling campaigns. The Company will actively seek
other sources of funding to grow the production asset base which may include
debt finance, farm-out activity or portfolio rationalisation.
Final Settlement of Convertible Loan Note Debts
In March 2024, the Company settled the third and final capital repayment plus
accrued interest on the Convertible Loan Notes issued in September 2022 from
accumulated cash within the Company. The convertible loans which were
convertible at 5.5p per share of original aggregate value of £500,000 were
issued to three individuals pursuant to a Convertible Loan Note Deed dated 2
September 2022. In settlement of the third and final quarterly debt
repayments, a total of £175,239 was paid to the three Convertible Loan Note
holders being the capital repayment of £168,487 plus accrued interest to 31
March 2024 of £6,753.
Viura- through PXOG Muirhill and HEYCO Energy Iberia S.L.
In August 2024, the Company raised, in aggregate, gross proceeds of
approximately £4.20 million via a Placing, Subscription and WRAP Retail Offer
of 55,633,333 Placing and Subscription Shares and the 14,322,060 WRAP Retail
Offer Shares, amounting in aggregate to the issue of 69,955,393 new Ordinary
Shares at an Issue Price of 6 pence per share. The WRAP Retail Offer, which
was significantly oversubscribed, raised aggregate gross proceeds of
£859,323.
The gross proceeds from this fundraise enabled Prospex to acquire 7.5% of
HEI. This investment was closed on 19 August 2024. HEI has majority
ownership in the Viura gas field in northern Spain, owning 96.4865% of the
Viura concession, its reserves, existing production and the surface
facilities. This translates to a Prospex Energy indirect ownership of
7.2365% in the Viura concession. The investment was an important step in the
development of the Company's strategy to become a mid-tier independent
European energy producing group.
Prospex Energy committed to fund 15% of the 2024-2026 HEI development
programme for its 7.5% stake in HEI, however, this was not a standard "2:1
Promote" transaction. Whilst Prospex is funding 15% of costs to earn 7.5% of
HEI, the Company will be repaid its capital investment from 15% of the HEI
production income (after OPEX and taxes), plus a 10% preferred return on its
investment, until payback of both, at which point Prospex's share of net
income reverts to 7.5%.
The Viura investment has increased the Company's proven reserves. The Viura
estimated 2P gross remaining reserves is 90 Bcf (2.5 Bcm) which is 6.5 Bcf
(0.18 Bcm) net to Prospex. The investment has not been revalued pending
completion of the drilling programme and a new Competent Person's Report being
prepared.
During 2024 Prospex invested ~£3.9million towards the Viura phase 1
development programme which included the Viura-1B well. A further ~£903,000
has been invested during 2025, bringing the total invested in Viura by Prospex
Energy at the date of this report to ~£4.8m. The Viura Phase 2 development
programme will be funded from net proceeds of Phase 1 production together with
debt-finance, further investor contributions into HEI, or a combination of
both.
Drilling of the Viura-1B well commenced on 22 June 2024. On 21 October 2024,
the Viura-1B development well successfully reached its revised targeted Total
Depth ("TD") of 4,500 metres (≈4,100 meters True Vertical Depth ("TVD")) in
the 6-inch hole section of the bottom 450 metres of the well.
The Viura-1B well encountered the main Utrillas-A reservoir 50 metres higher
than expected, with good quality reservoir rock and significant gas shows
throughout drilling, and gas-bearing formations extending 30 metres deeper
than nearby wells in the formation.
With unanimous investor agreement, it was decided to drill the Viura-1B well
deeper to evaluate the unexplored Utrillas-B formation, beneath the proven and
producing Utrillas-A formation. This resulted in the discovery of a new
gas-bearing section in the Viura gas field. Good gas shows and several
potential reservoir formations were identified in this previously undrilled
section and valuable new data was acquired. Further testing of the
Utrillas-B is planned during Phase 2 in 2026.
The total extra cost of deepening the well to appraise the Utrillas-B section
was a gross cost of €2.5 million. Prospex met its 15% share of the costs
(€375,000) to deepen and complete the well from existing cash reserves.
In December 2024, the Company announced the results from drilling the Viura-1B
development well. Viura-1B was completed and tested, having achieved flow
rates up to 500,000 scm/d (17.7 MMscfd), which was 72,000 scm/d (2.6 MMscfd)
net to Prospex. The Viura-1B well started production at an initial rate of
300,000 scm/d (10.6 MMscfd), which is 43,000 scm/d (1.5 MMscfd) net to
Prospex, more than doubling the Company's share of production across all
assets in December to ≈82,000 scm/d or ≈2.9 MMscfd.
Production facilities at the Viura gas plant, which is connected to the
Spanish national grid network meant that gas produced during the testing phase
was immediately processed and sold.
Subsequent to the reporting date, from January to March 2025, gross production
rates reduced to an average of ≈248,000 scm/d (8.5 MMscfd), ≈35,893
scm/day (1.25 MMscfd) net to Prospex.
Included in Phase 1 was a workover to convert the suspended well Viura-3 into
a water injection well which unfortunately was not successful.
Post period end in April 2025 the field was shut-in to allow well workovers
with production anticipated to recommence by mid-June 2025.
El Romeral - through PXOG Muirhill and Tarba Energía S.L
Ten-year Extension of Concessions
On 25 July 2024, the Spanish regulatory authority granted a ten-year extension
of the natural gas production concessions - El Romeral 1, 2 & 3 owned by
Tarba Energía S.L. ("Tarba") to July 2034. This enables electricity
supply to the grid from the Romeral gas-to-power facility until at least July
2034, when the concessions may be extended for a further ten-year period.
Tarba's electricity production plant in Carmona near Seville was declared a
Public Utility by the Andalusian Regional Government at the beginning of 2023
and is the only facility in Spain that converts electricity from natural gas
at the same location as the gas is extracted from the subsurface.
Permitting Applications for five additional wells
Tarba Energía, the operator of the El Romeral asset has been working through
the complex regulatory requirements in the application for permits to drill
five additional wells and an Environmental Impact Assessment, believed to be
the final step, was commenced in April 2025. It is anticipated that the
regulatory authorities will issue the drilling permits in 2025.
Potential Connection to Enagas Gas Grid and other Business Development
Furthermore, the El Romeral asset has the potential to sell gas directly to
the Enagas operated national gas grid with a relatively short pipeline
extension and tie-in, solar generation and battery storage and gas storage in
existing depleted wells. The first two projects, direct gas sales and solar
expansion, have both been advanced as far as the Company will allow pending
the permitting of the five further gas wells. The permitting of these five
El Romeral gas wells is expected in 2025 and applications for a further five
wells will be submitted as soon as these are received.
Post Period Acquisition of Tarba Energía shares
On 15 April 2025 Prospex through its wholly owned subsidiary, PXOG Muirhill
Limited, exercised a right of first refusal to acquire the shares of Tarba
Energía that were not previously owned, thus bringing Prospex's interest in
Tarba Energia to 100%.
Selva Malvezzi - through PXOG Marshall Ltd. and UOG Italia Srl.
Production and Revenues for 2024
The gross production from the Selva Malvezzi concession in 2024 was 27.5 MMscm
of natural gas, 10.2 MMscm net to Prospex. Gross revenue from the Selva
Malvezzi concession in 2024 was €10.3 million, €3.8 million net to Prospex
with the weighted average price for the gas sold of €0.37/scm.
The breakdown of production and revenue for the year is shown in Table 1.
PM-1 Production Data Mar 2024 Quarter Jun 2024 Quarter Sept 2024 Quarter Dec 2024 Quarter
Q1-2024 Q2-2024 Q3-2024 Q4-2024
Average gross daily production rate (scm) 69,976 74,904 76,910 79,596
Quarterly net (37%) production (MMscm) 2.363 2.529 2.596 2.710
Weighted average price (per scm) € 0.30 € 0.34 € 0.39 € 0.46
37% Revenue net to Prospex ('000) € 705 € 855 € 1,020 € 1,250
Table 1. Gas production and revenues from the Selva
Malvezzi Production Concession in 2024
Approval of 3D Seismic Campaign
In January 2025, Po Valley Energy Limited (ASX: PVE) ("Po Valley Energy", "Po
Valley", "PVE") successfully obtained regional approval ("INTESA") from the
Emilia Romagna Regional Council to commence its works under the planned
3D‑seismic campaign. This campaign covers the entire Selva Malvezzi
Production Concession Area (the "Concession") and is an integral part of the
ongoing development programme, which envisages the drilling of four new wells
on the Concession, building upon the current Podere Maiar-1 well production.
Po Valley Operations Pty Limited ("PVO"), a wholly owned subsidiary of PVE, is
the operator of the Concession (the "Operator"), has a 63% working interest,
while Prospex has the remaining 37% working interest. The granting of the
Regional INTESA is an important step in the authorisation process, which will
complete with the issuing of a formal decree from the Ministry of Environment
and Energy Security once all documentation has been verified. In
anticipation of the INTESA, the Operator has completed all preliminary works
in relation to the design, planning and permitting of the campaign. With the
grant of the INTESA, it has been possible to commence the formalisation of the
permitting and agreements with landowners. As part of these preparatory
activities, the Operator participated in constructive co-ordination meetings
with the relevant farmers associations and has worked closely with relevant
representatives to ensure that all the planned activity aligns with industry
best practices.
The nature of the 3D seismic campaign and the technology that will be used is
purposefully designed to ensure that the environmental footprint is negligible
and can be carried out quickly. The campaign is expected to take no more
than three weeks.
Once the seismic data has been acquired, the dataset will be processed and
interpreted in-house with the aim of optimising the subsurface drilling
locations targeted by the planned four new wells on the Concession. The
Environmental Impact Assessment to obtain the permits to drill these four new
wells was lodged with the Ministry of Environment and Energy Security on 24
December 2024.
Preparation for the 3D geophysical survey acquisition on the Selva Malvezzi
Production Concession was significantly progressed during Q4‑2024. All
environmental approvals have been received, and planning and permitting is
well advanced.
Gas Sales Contract with BP Gas Marketing
In February 2023 Po Valley Operations Limited ("PVO"), the operator of the
Selva Malvezzi production concession, in which Prospex has a 37% working
interest, signed an 18-month gas sales contract with BP Gas Marketing ("BPGM")
to commence on 1 April 2024 with potential to extend, on behalf of the Joint
Venture. This contract was extended for a further 12-months in October
2024. The joint venture is confident that the BPGM contract will be renewed
before October 2025. The gas supply price is linked to Italy's "Heren PSV
day ahead mid" price assessment.
In January 2024, after six months of strong gas production, PVO confirmed that
the PM-1 well was continuing to perform as expected. The commissioning and
testing period undertaken by PVO defined the optimal well performance and
confirmed the optimum flow rates from the well to ensure no debris
accumulation and to establish the most efficient rate of production for the
long term. As a precaution, a Surface Sand Detector was installed which
provides added protection to the gas plant. The operator continued to build
on the upside potential of the Selva Malvezzi production concession , by
progressing agreements with local landowners and advancing the permitting
process with the regulatory authorities in order to deliver the drilling
programmes at Selva North, South and East and Riccardina.
Lifting of restrictions on the PiTESAI
In May 2024, the Italian authorities lifted the inherent hydrocarbon
exploration and extraction restrictions on the Plan for the Sustainable Energy
Transition of Eligible Areas ("PiTESAI"). This was officially confirmed in
June 2024. This resulted in increased access for activities on the Selva
Malvezzi Concession, meaning that East Selva may now be drilled from an
optimum location, no longer requiring a highly deviated well thereby reducing
risk and cost. The improved regulatory environment and geopolitical
landscape in Italy, resulted in a reform of the permitting process and
schedules allowing the operator, PVO, to apply for the permitting of four
wells on the concession targeting increased future revenues.
Onshore Licence Applications in Poland - through PXEN Tatra Sp. Z o.o.
In March 2024, Prospex registered a wholly owned subsidiary company called
PXEN Tatra Spółka Z Ograniczoną Odpowiedzialnością ("PXEN Tatra") or PXEN
Tatra Sp. Z o. o. (which translates to PXEN Tatra Limited Liability
Company). The company has been named after the Tatra National Park and the
Tatra Mountain range in southern Poland, which form a natural border between
Slovakia and Poland. PXEN Tatra is 100% owned by the Company.
On 21 May 2024, PXEN Tatra applied to the regulator in Warsaw for
pre-qualification to apply for and operate Polish exploration licences.
Pre-qualification involves demonstrating the technical and financial capacity
to own licences and is a necessary step prior to any licence application. On
3 October 2024 PXEN Tatra officially secured this qualification, and
applications for licenses were immediately submitted.
The Company has identified and hopes to acquire prospective blocks in Poland,
which meet its stringent investment criteria; namely, areas which have proven
gas production, high potential prospectivity in the targeted geological
horizons, high potential for new reserves to be unlocked and can be brought
onstream within two to three years. Details of the new licence areas applied
for will be made public when the official applications are publicly gazetted
after the submission to the Ministry of Climate and Environment. The licence
applications have been submitted based on a 100% initial working interest.
The award of the blocks will be based upon the proposed geological and
geophysical work programmes and the work commitments.
Marking a potential entrance to develop onshore natural gas in a third
European nation, the reasons for choosing to expand into Poland, include the
favourable regulatory environment and prospective hydrocarbons, but also
importantly the Company's previous experience in country. Poland is well
known for its hydrocarbon resources and has a regulatory regime which is
supportive of natural gas investment with a track record in quickly approving
permits for hydrocarbon exploitation activities as the nation focusses on its
security of energy supply. The Prospex senior team has valuable prior
exploration experience in Poland and is very familiar with the regional
geology and importantly, the regulatory environment. Throughout its prior
operations in Poland during 2016, Prospex met all local regulatory
commitments, which puts the Company in a good position to leverage the
experience and relationships gained at that time. It is also important to
note that Poland has a well-established petroleum service infrastructure in
Country for any drilling operations to draw on.
In order to manage the applications, in April 2024 PXEN Tatra engaged an
experienced Country Manager in Poland. Prospex already has a consultant
Reservoir Geologist based in Poland who is an integral part of Prospex group's
technical team, so this natural expansion of the team ensures that the Company
can manage operations effectively.
Post period end:
El Romeral 5-well permitting
In February 2025, the Spanish Ministry Initiated the Statutory Environmental
Impact Assessment ("EIA") Consultation and Public Gazetting of Statutory EIA
Consultation with respect to the application for permitting to drill five
further wells on El Romeral Production Concessions. The five wells are
planned to target the five optimum structures on the El Romeral concessions,
which will produce biogenic natural gas from shallow subsurface horizons.
The depth of the wells average about 700 metres and will each take no longer
than 3-4 weeks to drill once a suitable drilling rig has been mobilised. No
objections have been received from the public and statutory consultees on the
Environmental Impact Assessment to drill the five wells on the El Romeral
concessions.
Tarba submitted the EIA to Spain's Ministry for the Ecological Transition and
the Demographic Challenge (the "Ministry") in Madrid in May 2024 prior to
confirmation that the El Romeral Concessions were granted an extension for 10
years until July 2034.
El Romeral Transformer Replacement
On 11 January 2025, the main 9MW transformer at the El Romeral plant which
exports the generated electricity to the national grid failed, resulting in
the shutdown of the plant which occurred safely and with no harm to personnel
or other equipment. The local team of the Tarba Energía operator rented a
replacement transformer which was successfully installed and electricity
generation re-started on 1 February 2025. The original transformer which was
more than 22 years old and its repair was deemed uneconomic has been sold for
its inherent scrap value. The new rental transformer is a higher
specification at 16-20 MW and will be replaced by a new appropriately sized
transformer in due course.
100% acquisition of Tarba Energía
On 15 April 2025 Prospex through its wholly owned subsidiary, PXOG Muirhill
Limited ("Muirhill") completed the acquisition of 100% of Tarba Energía S.L.
("Tarba") through the purchase of the entire shareholding held by Warrego
Energy Pty Ltd ("Warrego") in Tarba (the "Warrego Shares") (the
"Acquisition"). This opportunity arose because Warrego had received and
accepted an offer for its shares from a third party which Prospex had a right
to match and pre-empt.
As a result of this acquisition, Prospex now owns a 100% indirect working
interest in both the El Romeral asset and the Tesorillo and Ruedalabola
exploration permits located in the Cadiz province of southern Spain.
Under the terms of the Acquisition, Muirhill has paid to Warrego €562,725 of
the total consideration of €662,725. The balance of €100,000 is payable
upon securing drilling permits. The Acquisition was funded entirely by the
Company's existing capital resources.
It represents a highly competitive acquisition price equating to US$0.016/mcf
or US$0.092/Boe and has the potential to increase significantly the production
and revenues on the El Romeral concession once the permits to drill the five
new wells are approved
Preparation of consolidated financial statements
Prospex Energy Plc is an Investment entity as defined by IFRS 10, as such the
results of its subsidiaries are not consolidated up to the parent company.
These financial statements therefore represent the financial position of the
Company on a standalone basis, and the Company's investments in its
subsidiaries, joint ventures and underlying assets are recognised at fair
value through profit and loss.
Financial Review
The Company recorded a loss for the year of £46,759 (2023: loss -
£1,231,400).
The current year's loss includes an unrealised gain on revaluation of
investments of £713,583 (2023: unrealised loss £469,709).
Administrative expenses increased by £150,939 (13.6%) to £1,263,452 (2023:
£1,112,513).
Net finance income increased by £335,507 to £614,433 (2023: £278,926).
The Company is reporting an increase in shareholder equity (net asset value)
at 31 December 2024 of £4,013,106, to £24,590,154 (2023: £20,577,048).
Total Assets increased by £3,958,557 to £25,757,867 (2023: £21,799,310).
The increase is primarily attributable to the investment in Heyco Energy
Iberia, operator of the Viura asset, via the Company's wholly owned investment
vehicle, PXOG Muirhill Limited. As this asset was acquired during the year,
the fair value attributed to it is the actual amount invested at year-end.
The Company has invested a further £903,000 in the Viura asset subsequent to
the year-end.
Total Liabilities decreased by £54,549 to £1,167,713 (2023: £1,222,262).
This is comprised primarily of provision for deferred tax.
The revaluation of investments at fair value resulted in an increase of 4.59%
to £16,310,197 (2023: £15,594,931) and the unrealised gain of £713,583
(2023: unrealised loss - £469,709).
This unrealised gain comprises the change in the fair value of the Company's
wholly owned investment vehicle, PXOG Marshall Limited, which directly and
indirectly owns 37% of the Selva Malvezzi concession in Italy. The change
takes into account the reduction in remaining reserves from 2024 gas
production, interest payable to the Company on its loans, and deferred taxes,
offset by a reduction in the liability of PXOG Marshall to the Company through
loan repayments made during 2024.
The Italian asset has been re-valued on a methodology consistent with that
used in prior years audited financial statements, updated to reflect
underlying future gas pricing based on the benchmark Title Transfer Facility
("TTF") European forward contract gas prices applicable at 31 December 2024.
At 31 December 2024, the Company held cash and cash equivalents of £1,185,386
(2023: £3,186).
Amounts owed to the Company by its investment vehicles earn interest and are
repaid out of surplus funds arising from after-tax net earnings in the
underlying undertakings. Where appropriate, surplus funds within the
investment entities are reinvested, at the direction of the Company, to
develop and diversify the underlying assets.
The strengthening of the Company's balance sheet during the year was a result
of a combination of factors including the investment in the Viura asset,
receipt of loan repayments from the Company's wholly owned investment
vehicles, and the conversion or repayment of the Company's own remaining
interest-bearing debt. The Company has no remaining debt and no further debt
finance has been required or raised.
Business Development
During 2024, Prospex continued to evaluate potential deals or farm-in
opportunities. The Prospex technical team undertook in depth evaluations on
a number of potential opportunities and importantly recommended that the Board
should progress to participate in the Viura producing natural gas asset in
northern Spain. Results to-date at Viura have confirmed this investment
decision and established the potential for significant additional upside in
the near future. The technical team's input was also integral to the
decision to register as an Operator and apply for exploration licenses in
Poland.
The Company continues its strategy of as far as possible reinvesting the
investment returns within its investment vehicles for growth. This enables
the Company to minimise its need to raise funds externally, and when it does
so, ensure that the funds so raised are invested directly into growing the
value and diversification of the investment portfolio.
The Company continues to focus on onshore natural gas and power assets in
Europe. The Company's leadership continues to have confidence that this
geographical and product focus is an essential ingredient to setting Company
strategy and defining the boundaries within which we operate.
Management and Staff
Subsequent to the reporting date, in April 2025, a new senior member of staff
Richard Jameson was appointed to the Company's executive management team as
Chief Operating Officer. Richard is already a shareholder of the Company,
having supported the Company in several funding rounds and brings to the
Company many years of technical experience at senior levels in the oil and gas
sector.
The Company benefits from an exceptional team of geologists and technical
specialists with experience and knowledge in Italy, Spain and Poland and who
engage constructively with the Company's partners. Each team member is
highly skilled and energetic in pursuing business development opportunities
which fit the Company's rigorous investment criteria.
Outlook
The Board is satisfied with the progress made during the year under review and
the prospects for the future, with a number of significant activities to be
undertaken in each area of operations, subject to regulatory approval. The
Company's net asset value, of which its portfolio of investments is the most
important part, grew significantly during 2024. Additionally, the Company
ended the year debt-free, self-sustaining on a business-as-usual basis, and
continues to actively reinvest funds generated within the Company's investment
portfolio for growth. This has continued post year-end with the acquisition
of Tarba Energía and the further investment in the Viura asset.
Additional funding obtained from the Company's investors in August 2024 was
successfully applied in the Company's acquisition of the Viura asset. Your
board of directors and indeed the entire staff, are extremely appreciative of
the trust and confidence placed in us. On behalf of the entire team, I thank
all investors, both long term and those who have recently joined, for their
support. Our unwavering focus is the continued growth of the value of the
Company in terms of net assets and cash generation through production of
natural gas and electricity.
Having further strengthened the balance sheet during 2024, this growth will be
both organic, with prospects for increasing the output and diversification of
existing assets and external, with the active pursuit of new assets which meet
the Company's discerning investment requirements, to add to the portfolio.
The Board is always conscious of the Company's responsibilities as thoughtful
investors in the energy sector and proud of the contribution its investments
make to Europe's overall energy requirements.
Bill Smith
Non-Executive Chairman
22 May 2025
Prospex Energy Plc
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2024
2024 2023
Notes £ £
Other operating income 5 - 36,936
Administrative expenses (1,263,452) (1,112,513)
Share-based payment charges (96,388) (296,191)
OPERATING LOSS (1,359,840) (1,371,768)
Gain/(loss) on revaluation of assets 12 713,583 (469,709)
(646,257) (1,841,477)
Finance income 7 621,486 519,982
Finance costs 7 (7,053) (241,056)
LOSS BEFORE INCOME TAX 8 (31,824) (1,562,551)
Income tax 9 (14,935) 331,151
LOSS FOR THE YEAR (46,759) (1,231,400)
LOSS PER SHARE 10
Basic loss pence per share (0.01)p (0.41)p
Diluted loss pence per share (0.01)p (0.41)p
Prospex Energy Plc (Registered number: 03896382)
Statement of Financial Position
31 December 2024
2024 2023
Notes £ £
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 11 - -
Investments 12 16,310,197 15,594,931
16,310,197 15,594,931
CURRENT ASSETS
Trade and other receivables 13 8,262,184 6,201,093
Investments 14 100 100
Cash and cash equivalents 15 1,185,386 3,186
9,447,670 6,204,379
TOTAL ASSETS 25,757,867 21,799,310
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 7,349,585 7,279,630
Share premium 21,052,369 17,158,847
Merger reserve 2,416,667 2,416,667
Capital redemption reserve 43,333 43,333
Fair value reserve 15,315,822 14,617,174
Retained earnings (21,587,622) (20,938,603)
TOTAL EQUITY 24,590,154 20,577,048
LIABILITIES
NON-CURRENT LIABILITIES
Deferred taxation 19 942,593 927,658
942,593 927,658
CURRENT LIABILITIES
Trade and other payables 17 225,120 126,117
Financial liabilities - borrowings
- Interest bearing loans and borrowings 18 - 168,487
225,120 294,604
TOTAL LIABILITIES 1,167,713 1,222,262
TOTAL EQUITY AND LIABILITIES 25,757,867 21,799,310
The financial statements were approved by the Board of Directors and
authorised for issue on 22 May 2025 and were signed on its behalf by:
Mark Routh
Director
Prospex Energy Plc
Statement of Changes in Equity
for the year ended 31 December 2024
Share capital Share premium Merger reserve Capital redemption reserve Fair value reserve Retained earnings Total
£ £ £ £ £ £ £
Balance at 1 January 2023 7,225,893 14,850,928 2,416,667 43,333 14,755,732 (20,141,952) 19,150,601
Changes in equity
Loss for the year - - - - - (1,231,400) (1,231,400)
Issue of shares 53,737 2,307,919 - - - - 2,361,656
Equity-settled share-based payments - - - - - 296,191 296,191
Transfer to fair value reserve - - - - (138,558) 138,558 -
Balance at 31 December 2023 7,279,630 17,158,847 2,416,667 43,333 14,617,174 (20,938,603) 20,577,048
Changes in equity
Loss for the year - - - - - (46,759) (46,759)
Issue of shares 69,955 4,127,368 - - - - 4,197,323
Costs of shares issued - (233,846) - - - - (233,846)
Equity-settled share based payments - - - - 96,388 96,388
Transfer to fair value reserve - - - - 698,648 (698,648) -
Balance at 31 December 2024 7,349,585 21,052,369 2,416,667 43,333 15,315,822 (21,587,622) 24,590,154
Share capital - The nominal value of the issued share capital
Share premium account - Amounts received in excess of the nominal value of the
issued share capital less costs associated with the issue of shares
Merger reserve - The difference between the nominal value of the share capital
issued by the Company and the fair value of the subsidiary at the date of
acquisition
Capital redemption reserve - The amounts transferred following the redemption
or purchase of the Company's own shares
Fair value reserve - the cumulative fair value changes of the company's fixed
asset investment, net of deferred tax
Retained earnings - Accumulated comprehensive income for the year and prior
periods
Prospex Energy Plc
Statement of Cash Flows
for the year ended 31 December 2024
2024 2023
Notes £ £
Cash outflow from operations 1 (2,606,456) (1,161,712)
Cash flows from investing activities
Purchase of fixed asset investments (1,683) -
Interest received 2,402 4,938
Interest paid (7,053) (166,365)
Net cash outflow from investing activities (6,334) (161,427)
Cash flows from financing activities
Loan repayments (168,487) (214,454)
Share issue 4,197,323 58,017
Costs of shares issued (233,846) -
Net cash inflow/(outflow) from financing activities 3,794,990 (156,437)
Increase/(decrease) in cash and cash equivalents 1,182,200 (1,479,576)
Cash and cash equivalents at beginning of year 2 3,186 1,482,762
Cash and cash equivalents at end of year 2 1,185,386 3,186
Prospex Energy Plc
Notes to the Statement of Cash Flows
for the year ended 31 December 2024
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED
FROM OPERATIONS
2024 2023
£ £
Cash flows from operations
Loss before income tax (31,824) (1,562,551)
(Gain)/loss on revaluation of fixed asset investments (713,583) 469,709
Finance income (621,486) (519,982)
Finance costs 7,053 241,056
Operating loss (1,359,840) (1,371,768)
Increase in trade and other receivables (1,442,007) (170,812)
Increase in trade and other payables 99,003 84,677
Equity settled share-based payments 96,388 296,191
Net cash outflow from operations (2,606,456) (1,161,712)
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:
Year ended 31 December 2024 31.12.24 01.01.24
£ £
Cash and cash equivalents 1,185,386 3,186
Year ended 31 December 2023 31.12.23 01.01.23
£ £
Cash and cash equivalents 3,186 1,486,762
Prospex Energy Plc
Notes to the Financial Statements
for the year ended 31 December 2024
1. STATUTORY INFORMATION
Prospex Energy Plc is a public limited company, is registered in England and
Wales and is quoted on the AIM Market of the London Stock Exchange Plc. The
Company's registered number and registered office address can be found on the
Company Information page.
The presentation currency of the financial statements is the Pound Sterling
(£), rounded to the nearest £1.
2. ACCOUNTING POLICIES
Basis of preparation
The Company's financial statements have been prepared in accordance with
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 as they apply to the financial statements of the Company
for the year ended 31 December 2024 and as applied in accordance with the
provisions of the Companies Act 2006.
The Company financial statements have been prepared under the historical cost
convention or fair value where appropriate.
Preparation of consolidated financial statements
The Company is an investment entity and, as such, does not consolidate the
investment entities it controls. The Company's interests in subsidiaries are
recognised at fair value through profit and loss.
Going concern
The Company has reported an operating loss for the 2024 year of £1,359,840
and as at 31 December 2024 had cash at bank and in hand of £1,185,386 and net
assets of £24,590,154.
In 2025 it is expected that the Company will have continuing receipts
resulting from ongoing gas sales from its investment in Italy which are either
reinvested or used to repay loans to the Company. These receipts are
initially being received as loan repayments together with interest charged,
reimbursing the Company for capital advances made in prior years which were
applied to acquisition, exploration and development costs. As a result, it
is expected that the Company will again record an operating loss during 2025,
but also again, an increase in cash inflows and balance sheet strength.
In Spain, gas sales from the Viura gas-field net of operating costs, are at
the election of the Company, applied by the Operator, Heyco Energy Iberia
("HEI") against the Companies 15% share of costs of the continuing drilling
programme, expected to complete in 2026. Once the drilling programme is
complete, the Company's total investment cost (which is already net of the
reinvested operating income to that point) and a 10% additional preferred
return will be repaid by HEI at a rate of 15% of net after-tax income as a
dividend until both the capital invested and the 10% preferred return are
fully repaid. The Company will then continue to earn dividends from Heyco as
a 7.5% shareholder. In April 2025, the Company invested a further £903,000
in HEI.
The Directors have prepared detailed financial forecasts and cash flows
looking beyond 12 months from the date of the approval of these financial
statements. In developing these forecasts, the Directors have made
assumptions based upon their view of the current and future economic
conditions that are expected to prevail over the forecast period.
The Board expects to raise additional funding only as and when required to
cover any shortfall between the Group's own cash resources and its development
and expansion of activities. In the absence of sufficient funds being
available to the Company from producing assets, farm-out activity, debt and
equity finance, the Company has the ability to alter its planned investment
activities to concentrate on key areas in order to ensure sufficient cash is
available for at least 12 months from the date of approval of these financial
statements.
Should regulatory approval be received which allows for an expansion of
current operations, or appropriate new investment opportunities arise which
meet the Company's objectives and criteria, then the Directors will explore
all potential sources of funding available to meet such shortfall. Based on
the Company's track-record, assets and prospects, the Directors have a
reasonable expectation that they will be able to secure such further funding
should the need arise.
The Directors have therefore prepared the financial statements on a going
concern basis.
Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off
the cost less estimated residual value of each asset over its estimated useful
life.
Computer equipment - 25% per annum on reducing balance
Financial instruments
Financial assets and financial liabilities are recognised on the statement of
financial position when the Company becomes a party to the contractual
provisions of the instrument.
2.
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. The principal financial
assets of the Company are loans and receivables, which arise principally
through the provision of services to customers but also incorporate other
types of contractual monetary asset. They are included in current assets,
except for maturities greater than 12 months after the statement of financial
position date. These are classified as non-current assets.
The Company's loans and receivables are recognised and carried at the lower of
their original amount less an allowance for any doubtful amounts. An
allowance is made when collection of the full amount is no longer considered
possible.
The Company's loans and receivables comprise other receivables and cash and
cash equivalents in the consolidated statement of financial position.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the entity
after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share
capital) are equivalent to a similar debt instrument, those financial
instruments are classed as financial liabilities. Financial liabilities are
presented as such in the statement of financial position. Finance costs and
gains or losses relating to financial liabilities are included in the profit
and loss account. Finance costs are calculated so as to produce a constant
rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the
definition of a financial liability then this is classed as an equity
instrument. Dividends and distributions relating to equity instruments are
debited direct to equity.
Equity comprises the following:
- Share capital represents the nominal value of equity shares;
- Share premium represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issue;
- Profit and loss reserve represents retained deficit;
- The capital redemption reserve arises on redemption of shares in previous
years and own share reserve;
- Merger reserve represents the difference between the nominal value of the
share capital issued by the Company and the fair value of the subsidiary at
the date of acquisition;
- Fair value reserve represents the cumulative fair value changes of the
company's fixed asset investment, net of deferred tax.
Leases
Leases are recognised as finance leases. The lease liability is
initially recognised at the present value of the lease payments which have not
yet been made and subsequently measured under the amortised cost method. The
initial cost of the right-of-use asset comprises the amount of the initial
measurement of the lease liability, lease payments made prior to the lease
commencement date, initial direct costs and the estimated costs of removing or
dismantling the underlying asset per the conditions of the contract.
Where ownership of the right-of-use asset transfers
to the lessee at the end of the lease term, the right-of-use asset is
depreciated over the asset's remaining useful life. If ownership of the
right-of-use asset does not transfer to the lessee at the end of the lease
term, depreciation is charged over the shorter of the useful life of the
right-of-use asset and the lease term.
Taxation
Current taxes are based on the results shown in the financial statements and
are calculated according to local tax rules, using tax rates enacted or
substantially enacted by the statement of financial position date.
Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. Deferred tax is
determined using tax rates that have been enacted or substantially enacted at
the balance sheet date and are expected to apply when the related deferred
income tax asset is realised, or the deferred tax liability is settled.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited to equity, in which case the deferred tax
is also dealt with in equity. Deferred tax assets are only recognised to the
extent that it is probable that future taxable profit will be available
against which the asset can be utilised.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and short-term
deposits with an original maturity of three months or less.
Trade and other payables
Trade and other payables are initially measured at fair value and subsequently
measured at amortised cost using the effective interest rate method.
Foreign currency translation
Items included in the Financial Statements are measured using the currency of
the primary economic environment in which the Company operates (the functional
currency) which is UK sterling (£). The Financial Statements are
accordingly presented in UK Sterling
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or at an
average rate for a period if the rates do not fluctuate significantly.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the
Statement of Profit or Loss. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.
Finance income and finance costs
Finance income is recognised when it is probable that the economic benefits
will flow to the Company and the amount of income can be measured reliably.
It is accrued on a time basis by reference to the principal outstanding and at
the effective interest rate applicable.
Borrowing costs are recognised as an expense in the period in which they are
incurred.
Equity-settled share-based payment
The Company makes equity-settled share-based payments. The fair value of
options granted is recognised as an expense, with a corresponding increase in
equity. The fair value is measured at grant date and spread over the vesting
period, which is the period over which all of the specified vesting conditions
are to be satisfied. The fair value of the options granted is measured based
on the Black-Scholes framework, taking into account the terms and conditions
upon which the instruments were granted. At each statement of financial
position date, the Company revises its estimate of the number of options that
are expected to become exercisable. It recognises the impact of the revision
to original estimates, if any, in the income statement, with a corresponding
adjustment to equity.
New standards, interpretations and amendments adapted
from 1 January 2024
The following amendments are effective for the period beginning 1 January
2024:
• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 17).
• Lease Liability in Sales and Leaseback (Amendments to IFRS 16)
• Classification of Liabilities as Current or Non- Current (Amendments
to IAS 1); and
• Non-current Liabilities with Covenants (Amendments to IAS 1)
These amendments had no effect on the consolidated financial statements of the
Group In the current year the group has applied a number of new and amended
IFRS Accounting Standards issued by the International accounting Standards
Board ("IASB") and adopted by the UK, that are effective for the first time
for the financial year beginning 1 January 2024 Their adoption has not had any
material impact on the disclosure or on the amounts reported in these
financial statements.
New standards, interpretations and amendments effective from 1 January 2025
onwards
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
Effect annual periods beginning before or after
IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025
Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign
Exchange Rates)
IFRS 7 Financial Instruments: Disclosure 1 January 2026
Amendments regarding the classification and measurement of financial
instruments
IFRS 7 Financial Instruments: Disclosure 1 January 2026
Amendments resulting from Annual Improvements to IFRS Accounting Standards
IFRS 7 Financial Instruments 1 January 2026
Contracts Referencing Nature-dependent Electricity
IFRS 9 Financial Instruments 1 January 2026
Amendments regarding the classification and measurement of financial
instruments
IFRS 9 Financial Instruments 1 January 2026
Amendments resulting from Annual Improvements to IFRS Accounting Standards
IFRS 9 Financial Instruments 1 January 2026
Contracts Referencing Nature-dependent Electricity
IFRS 18 Presentation and Disclosure of Financial Statements 1 January 2027
Original issue
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Original issue
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1
unchanged and complementing them with new requirements.
IFRS 18 introduces new requirements to:
• present specified categories and defined subtotals in the
statement of profit or loss
• provide disclosures on management-defined performance measures
(MPMs) in the notes to the financial statements
• improve aggregation and disaggregation.
The Directors anticipate that the application of these amendments may have an
impact on the Company financial statements in future periods.
The Company is currently assessing the effect of these new accounting
standards and amendments.
The Company does not expect to be eligible to apply IFRS 19.
Revenue recognition
Revenue is measured at the fair value of consideration receivable, net of any
discounts and VAT. It is recognised to the extent that the transfer of
promised services to a customer has been satisfied and the revenue can be
reliably measured.
Revenue from the rendering of services to the customer is considered to have
been satisfied when the service has been undertaken.
Revenue which is not related to the principal activity of the Company is
recognised in the Statement of Profit or Loss as other operating income.
Such income includes consultancy fees and rent receivable.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The preparation of the financial information in conformity with IFRS requires
the use of certain critical accounting estimates that affect the reported
amounts of assets and liabilities at the date of the financial information and
the reported amounts of revenue and expenses during the reporting period.
Although these estimates are based on management's best knowledge of the
amounts, events or actions, actual results ultimately may differ from these
estimates. The estimates and underlying assumptions are as follows:
Investment entities
The judgements, assumptions and estimates involved in the Company's accounting
policies that are considered by the Board to be the most important to the
portrayal of its financial condition are the fair valuation of the investment
and the assessment regarding investment entities. The investment portfolio
is held at fair value. The Directors review the valuations policies, process
and application to individual investments.
Entities that meet the definition of an investment entity within IFRS 10 are
required to account for most investments in controlled entities, as well as
investments in associates and joint ventures, at fair value through profit and
loss. The Board has concluded that the Company continues to meet the
definition of an investment entity as its strategic objective of investing in
portfolio investments for the purpose of generating returns in the form of
investment income and capital appreciation remains unchanged.
Fair value is the underlying principle and is defined as "the price that would
be received to sell an asset in an orderly transaction between market
participants at the measurement date". Fair value is therefore an estimate
and, as such, determining fair value requires the use of judgement. The
quoted assets in our portfolio are valued at their closing bid price at the
statement of financial position date. The largest investment in the
portfolio, however, is represented by an unquoted investment.
Impairment of assets
The Company's principal investments are in wholly owned unquoted subsidiaries
which each have a minority interest in overseas entities with energy assets.
The Company is required to test, on an annual basis, whether its non-current
assets have suffered any impairment. Determining whether these assets are
impaired requires an estimation of the value in use of the cash-generating
units to which the assets have been allocated. The value in use calculation
requires the Directors to estimate the future cash flows expected to arise
from the cash-generating unit and a suitable discount rate to calculate the
present value. Subsequent changes to the cash generating unit allocation or
to the timing of cash flows could impact on the carrying value of the
respective assets.
The calculation of value-in-use for energy assets under development or in
production is most sensitive to the following assumptions:
- Commercial reserves
- production volumes;
- commodity prices;
- fixed and variable operating costs;
- capital expenditure; and
- discount rates.
A potential change in any of the above assumptions may cause the estimated
recoverable value to be lower than the carrying value, resulting in an
impairment loss. The assumptions which would have the greatest impact on the
recoverable amounts of the fields are production volumes and commodity prices
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY (continued)
Share based payments
The estimates of share-based payments requires that management selects an
appropriate valuation model and make decisions on various inputs into the
model including the volatility of its own share price, the probable life of
the options before exercise and behavioural consideration of employees.
Deferred tax assets
Deferred taxation is provided for using the liability method. Deferred tax
assets are recognised in respect of tax losses where the Directors believe
that it is probable that future profits will be relieved by the benefit of tax
losses brought forward. The Board considers the likely utilisation of such
losses by reviewing budgets and medium-term plans for the Company. The
Directors have decided that no deferred tax asset should be recognised at 31
December 2024. If the actual profits earned by the Company differs from the
budgets and forecasts used then the value of such deferred tax assets may
differ from that shown in these financial statements.
4. REVENUE
Segmental reporting
The company operates a single reportable segment, being an investment company.
All of the Company's activities are conducted from the United Kingdom.
Segmental information is therefore not presented, as the directors consider
that the financial statements provide sufficient information.
5. OTHER OPERATING INCOME
2024 2023
£ £
Consultancy fees - 36,936
6. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 517,939 464,802
Social security costs 49,640 48,244
Other pension costs 6,073 5,483
Share-based payments 96,388 296,191
670,040 814,720
The average number of employees during the year was as follows:
2024 2023
Number Number
Directors 4 4
Staff 1 2
5 6
Under the Pensions Act 2008, every employer must put certain staff into a
pension scheme and contribute to it. The Company auto-enrolled its eligible
employees in a defined contribution scheme. The charge to the Statement of
Profit or Loss represents the amounts paid to the scheme. At the year end,
the amount due to the pension scheme was £nil (2023: £nil).
Details of Directors' remuneration can be found in note 24.
7. NET FINANCE COSTS
2024 2023
£ £
Finance income
Interest receivable on group loans 619,084 515,044
Bank interest receivable 2,402 4,938
621,486 519,982
Finance costs
Loan interest payable 6,753 240,709
Interest on overdue tax 300 347
7,053 241,056
Net finance income 614,433 278,926
8. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
2024 2023
£ £
Auditors remuneration 30,000 42,900
Foreign exchange differences 1,289 6,577
9. INCOME TAX
2024 2023
£ £
Current tax charge
UK corporation tax on profit for the year at 25.00% (2023: 23.52%) - -
Deferred tax 14,935 (331,151)
Tax charge for the year 14,935 (331,151)
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation
tax in the UK. The difference is explained below:
2024 2023
£ £
Loss before income tax (31,824) (1,562,551)
Loss before income tax multiplied by effective rate of UK corporation tax of (7,956) (367,512)
25.00% (2023: 23.52%%)
Effects of
Non-deductible expenses 24,212 70,100
Tax losses not utilised 162,140 186,937
Unrealised chargeable (gains)/losses (178,396) 110,475
Deferred tax 14,935 (331,151)
22,891 36,361
Current tax charge 14,935 (331,151)
There is no provision for UK Corporation Tax due to adjusted losses for tax
purposes, subject to agreement with HM Revenue and Customs. The deferred tax
asset, measured at the standard rate of 25%, of approximately £2.92m (2023:
£2.76m) arising from the accumulated tax losses of approximately £11.70m
(2023: £11.05m) carried forward has been used to reduce the deferred tax
charge on the unrealised gain arising on the revaluation of investments.
This will be subject to agreement with HMRC.
10. EARNINGS PER SHARE
Year ended 31 December 2024 Year ended 31 December 2023
Earnings Number of shares Per share amount Earnings Number of shares Per share amount
£ £
Basic EPS
Loss for the year and earnings available to ordinary shareholders (46,759) 359,725,698 (0.01)p (1,231,400) 298,729,117 (0.41)p
The loss and weighted average number of shares used for calculating the
diluted loss per share are identical to those for the basic loss per share.
The outstanding share options (note 23) would have the effect of reducing the
loss per share and would therefore not be dilutive under IAS 33 'Earnings per
share'.
11. PROPERTY, PLANT AND EQUIPMENT
Computer equipment
£
COST
At 1 January 2023 and 2023 and 31 December 2024 1,699
DEPRECIATION
At 1 January 2023 and 2023 and 31 December 2024 1,699
NET BOOK VALUE
At 31 December 2024 -
At 31 December 2023 -
12. INVESTMENTS
Shares in group undertakings Unlisted investments Total
£ £ £
COST
At 1 January 2023 16,014,640 50,000 16,064,640
Revaluations (469,709) - (469,709)
At 31 December 2023 15,544,931 50,000 15,594,931
Additions 1,683 - 1,683
Revaluations 713,583 - 713,583
At 31 December 2024 16,260,197 50,000 16,310,197
Shares in group undertakings represent investments in PXOG Marshall Limited of
£16,258,414, (2023: £15,544,831), PXOG Muirhill Limited of £100 (2023:
£100) and PXEN Tatra Sp. Z o. o of £1,683 (2023: £nil). The latter
was incorporated in March 2024 in Poland.
The Company's investments at the Statement of Financial Position date in the
share capital of companies include the following:
PXOG Marshall Limited
Registered office: 60 Gracechurch Street, London EC3V 0HR
Nature of business: Investment entity % holding
Ordinary shares 100.00
2024 2023
£ £
Aggregate capital and reserves 16,258,414 15,544,831
Profit/(loss) for the year 713,583 (469,709)
The underlying value of PXOG Marshall Limited is based on the underlying value
of the Selva Malvezzi Production Concession, Po Valley, Italy, of which it
owned 37% at the year end. Consistent with prior years, a discounted cash
flow ("DCF") model was produced at the year end, based on proved and probable
(2P) reserves supported by a Competent Person Report (CPR) produced in 2022.
The DCF model has been updated to reflect forward gas prices as at 31 December
2024 using the Dutch TTF Gas Futures contracts for 2025 and subsequent
production years. The DCF cashflows were discounted at 10% p.a.
In addition, consistent with the prior year, a risked valuation of 2C
contingent resources in the Selva North and South fields in the 2022 CPR has
been updated and included. With the achievement of 1(st) production at the
Podere Maiar 1 well in 2023, and successful conversion of the exploration
licence to a production licence, the likelihood of realising the contingent
resources, which are on the same production licence, was increased in 2023.
PXOG Muirhill Limited
Registered office: 60 Gracechurch Street, London EC3V 0HR
Nature of business: Investment entity % holding
Ordinary shares 100.00
2024 2023
£ £
Aggregate capital and reserves (407,397) 3,415
Loss for the year (410,812) (13,896)
PXOG Muirhill Limited ("Muirhill") holds its interests in the Tesorillo and
El Romeral projects (15% and 49.9% respectively at 31 December 2024) through
its holdings of A and B shares in Tarba Energía S.L. The fair value of the
Romeral and Tesorillo assets held by Muirhill at year-end, has been changed to
reflect the independent valuation implicit in a 3rd party offer, received
subsequent to year-end, for the shares owned by the joint venture partner.
These assets were previously carried at cost by Muirhill. (Muirhill
exercised its right to pre-empt the offer and became the sole owner of Tarba
on 15th April 2025).
During the year, PXOG Muirhill Limited acquired 7.5% of HEYCO Energy Iberia
S.L., which has majority ownership in the producing Viura gas field in
northern Spain. This investment by PXOG Muirhill, which totalled £3.9m by
year-end, was funded by an interest-bearing loan from the Company to PXOG
Muirhill. A further £895,000 has been invested subsequent to year-end.
PXEN Tatra Sp. Z o.o.
Registered office: Prosta 67, 00-838 Warsaw, Poland
Nature of business: Investment entity % holding
Ordinary shares 100.00
2024 2023
£ £
Aggregate capital and reserves (31,618) N/A
Loss for the year (33,044) N/A
PXEN Tatra was incorporated in March 2024 to apply for licences to search for
and develop onshore natural gas in Poland.
PXOG Marshall Limited and PXOG Muirhill Limited are incorporated in the UK and
registered in England & Wales. PXEN Tatra SP. Z o. o is incorporated and
registered in Poland.
Investments are recognised and de-recognised on the date when their purchase
or sale is subject to a relevant contract and the associated risks and rewards
have been transferred. The Company manages its investments with a view to
profiting from the receipt of investment income and capital appreciation from
changes in the fair value of investments.
All investments are initially recognised at the fair value of the
consideration given and, with the exception of PXOG Muirhill Limited, are
subsequently measured at fair value through profit and loss.
Unquoted investments, including both equity and loans are designated at fair
value through profit and loss and are subsequently carried in the statement of
financial position at fair value. Fair value is determined in line with the
fair value guidelines under IFRS.
In accordance with IFRS 10, the proportion of the investment portfolio held by
the Company's unconsolidated subsidiaries is presented as part of the fair
value of investment entity subsidiaries, along with the fair value of their
other assets and liabilities.
The holding period of the Company's investment portfolio is on average greater
than one year. For this reason, the portfolio is classified as
non-current. It is not possible to identify with certainty investments that
will be sold within one year.
Investments in investment entity subsidiaries are accounted for as financial
instruments at fair value through profit and loss and are not consolidated in
accordance with IFRS10.
These entities hold the Company's interests in investments in portfolio
companies. The fair value can increase or reduce from either cash flows
to/from the investment entities or valuation movements in line with the
Company's valuation policy.
The fair value of these entities is their net asset values.
The Directors determine that in the ordinary course of business, the net asset
values of an investment entity subsidiary are considered to be the most
appropriate to determine fair value. At each reporting period, they consider
whether any additional fair value adjustments need to be made to the net asset
values of the investment entity subsidiaries. These adjustments may be
required to reflect market participants' considerations about fair value that
may include, but are not limited to, liquidity and the portfolio effect of
holding multiple investments within the investment entity subsidiary.
13. TRADE AND OTHER RECEIVABLES
2024 2023
£ £
Current:
Trade receivables 3,206 3,346
Amounts owed by group undertakings 8,243,866 6,185,765
VAT 10,055 6,926
Prepayments and accrued income 5,057 5,056
8,262,184 6,201,093
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
14. CURRENT ASSET INVESTMENTS
2024 2023
Shares held for sale £ £
Shares in group undertakings 100 100
The investment in PXOG Massey Limited is held at £100, based on the SPA
agreement which is pending completion of sale to H2Oil Limited. In August
2020, Prospex signed a sale and purchase agreement ('SPA') with H2Oil Limited
('H2Oil') regarding the sale of the entire issued share capital of PXOG Massey
Limited ('Massey'). Under the terms of the SPA, the Company will receive up
to £215,000 in cash in respect of historical debt owed to the Company by
Massey and nominal consideration for shares in Massey of which 85% of the
funds (£182,650) had been received by Prospex by 31 December 2020. As at
the statement of financial position date, although it is still expected, the
final condition of the SPA had not been met.
Should the final condition of the SPA not be met, the asset would need to be
reinstated at fair value which is considered to be higher than the carrying
value. The Directors have taken a prudent view not to recognise this asset
at fair value unless it is virtually certain that the final condition of the
SPA will not be met.
15. CASH AND CASH EQUIVALENTS
2024 2023
£ £
Bank accounts 1,185,386 3,186
The Directors consider that the carrying amount of cash and cash equivalents
approximates to their fair value. All of the Company's cash and cash
equivalents are at floating rates of interest.
16. CALLED UP SHARE CAPITAL
2024 2023 2024 2023
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 0.1p each 402,539,928 332,584,535 402,541 332,585
Deferred shares of 0.1p each 942,462,000 942,462,000 942,462 942,462
Deferred shares of £24 each 54,477 54,477 1,307,459 1,307,459
Deferred shares of 0.9p each 285,785,836 285,785,836 2,572,073 2,572,073
Deferred shares of £4.80 each 442,719 442,719 2,125,051 2,125,051
7,349,585 7,279,630
Share issues
In August 2024, the Company raised £4.19 million before expenses by way of a
placing, subscription and a retail offer and of 69,955,393 new ordinary shares
of £0.001 each in the Company at a price of 6p pence per share. The funds
were used to provide working capital for the Group.
Deferred shares rights
The deferred shares have no rights to vote, attend or speak at general
meetings of the Company or to receive any dividend or other distribution and
have limited rights to participate in any return of capital on a winding-up or
liquidation of the Company.
17. TRADE AND OTHER PAYABLES
2024 2023
£ £
Current:
Trade payables 3,714 28,889
Social security and other taxes 19,933 9,358
Accruals and deferred income 201,473 87,870
225,120 126,117
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value.
18. FINANCIAL LIABILITIES - BORROWINGS
2024 2023
£ £
Current:
Unsecured loan notes - 168,487
- 168,487
Terms and debt repayment schedule:
1 year or less Total
2024 £ £
Unsecured loan notes - -
- -
1 year or less Total
2023 £ £
Unsecured loan notes 168,487 168,487
168,487 168,487
Loan notes
Loan notes
2022 Total
£ £
At 1 January 2023 2,397,435 2,397,435
Interest capitalised 74,691 74,691
Converted into shares (2,303,639) (2,303,639)
At 31 December 2023 168,487 168,487
Repaid in year (168,487) (168,487)
At 31 December 2024 - -
September 2022 Convertible Loan note
The September 2022 Convertible Loan Notes totalling £0.5 million pay interest
at 15% per annum, on a quarterly basis.
The September 2022 Convertible Loan Notes are convertible at 5.50p per
ordinary share at any time at the election of the Noteholder. During 2024,
the remaining September 2022 Convertible Loan Notes were repaid in full.
19 DEFERRED TAXATION
2024 2023
£ £
At start of period 927,658 1,258,809
On revaluation of investments 14,935 (331,151)
At end of period 942,593 927,658
20. FINANCIAL INSTRUMENTS
The principal financial instruments used by the Company, from which financial
instrument risk arises are as follows:
- Trade and other receivables
- Cash and cash equivalents
- Trade and other payables
A summary of the financial instruments held by category is provided below:
2024 2023
Financial assets measured at amortised costs: £ £
Trade and other receivables 13,261 10,272
Cash and cash equivalents 1,185,386 3,186
Amounts owing from group undertakings 8,243,866 6,185,765
9,442,513 6,199,223
2024 2023
Financial liabilities measured at amortised costs: £ £
Unsecured loan notes - 168,487
Trade and other payables 205,187 116,759
Total financial liabilities 205,187 285,246
Financial assets at fair value through profit or loss
Financial instruments that are measured at fair value are classified using a
fair value hierarchy that reflects the source of inputs used in deriving the
fair value. The three classification levels are:
- Level 1: quoted prices (unadjusted) in active markets for identical assets
or liabilities;
- Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
- Level 3: inputs for the asset or liability that are not based on observable
market data (unobservable market inputs).
The following table presents the Company's assets carried at fair value by
valuation method:
Fair value measurement
Level 1 Level 2 Level 3
£ £ £
At 31 December 2024 - - 16,310,197
At 31 December 2023 - - 15,594,931
The financial assets at fair value through profit and loss are the Company's
holdings in subsidiary undertakings and one unquoted security and within
Level 3 of the fair value hierarchy.
The fair value is determined to be equal to the cost of the investment and is
reviewed periodically based on information available about the performance of
the underlying business. Where cost is deemed to be inappropriate, the
following table shows the valuation technique used in measuring Level 3 fair
values for financial instruments measured at fair value in the statement of
financial position, as well as the significant unobservable inputs used. The
only method used is that of NPV.
Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value
measurement
NPV - The valuation model considers the present value of expected receipts, Forecast annual revenue growth rate The estimated fair value would increase (decrease) if:
discounted using a risk-adjusted discount rate. The expected receipt is
determined by considering the possible scenarios of forecast revenue and gas Forecast gas prices - the annual revenue growth rate were higher (lower);
prices, the amount to be received under each scenario and the probability of
each scenario. Risk-adjusted discount rate - the gas prices were higher (lower); or
- the risk-adjusted discount rate were lower (higher).
Generally, a change in the any of the above variables would be accompanied by
a directionally similar change in revenue receipts and a consequential change
in the valuation of the investment
Financial risk management
The Company's activities expose it to a variety of risks including market risk
(foreign currency risk and interest rate risk), credit risk and liquidity
risk. The Company manages these risks through an effective risk management
programme and through this programme, the Board seeks to minimise potential
adverse effects on the Company's financial performance.
The Board provides written objectives, policies and procedures with regards to
managing currency and interest risk exposures, liquidity and credit risk
including guidance on the use of certain derivative and non-derivative
financial instruments.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Company's credit risk is primarily attributable to its
receivables and its cash deposits. It is Company policy to assess the credit
risk of new customers before entering contracts. The credit risk on liquid
funds is limited because the counterparties are banks with high credit-ratings
assigned by international credit-rating agencies.
Liquidity risk and interest rate risk
Liquidity risk arises from the Company's management of working capital. It
is the risk that the Company will encounter difficulty in meeting its
financial obligations as they fall due. The Board regularly receives cash
flow projections for a minimum period of 12 months, together with information
regarding cash balances monthly.
The Company is principally funded by equity and invests in short-term
deposits, having access to these funds at short notice. The Company's policy
throughout the period has been to minimise interest rate risk by placing funds
in risk free cash deposits but also to maximise the return on funds placed on
deposit.
All cash deposits attract a floating rate of interest. The benchmark rate
for determining interest receivable and floating rate assets is linked to the
UK base rate.
Foreign currency exposure
At 31 December 2024, the Company's monetary assets and liabilities are
denominated in GBP Sterling, the functional currency of the Company and
therefore at the year end the company had no exposure to net currency gains
and losses.
Although the Company's subsidiary undertakings operate in the Eurozone and the
Company provides working capital to those companies, it has no formal policies
in place to hedge the Company's activities to the exposure to currency risk.
It is the Company's policy to ensure that it enters into transactions in its
functional currency wherever possible.
Management regularly monitor the currency profile and obtain informal advice
to ensure that the cash balances are held in currencies which minimise the
impact on the results and position of the Company from foreign exchange
movements.
21. RELATED PARTY DISCLOSURES
Included in loans to group undertakings is an amount of £26 (2023: £13) due
from PXOG Massey Limited, the Company's wholly owned subsidiary.
Included in trade and other receivables is an amount of £3,294,059 (2023:
£5,510,556) due from PXOG Marshall Limited, the Company's wholly owned
subsidiary. Interest receivable of £473,031 (2023: £515,044) has been
accounted for in the Statement of Profit or Loss.
Included in trade and other receivables is an amount of £4,913,281 (2023:
£675,196) due from PXOG Muirhill Limited, the Company's wholly owned
subsidiary. Interest receivable of £144,553 (2023: £nil) has been
accounted for in the Statement of Profit or Loss.
Included in trade and other receivables is an amount of £36,500 (2023: £Nil)
due from PXEN Tatra Sp. Z. o. o, the Company's wholly owned subsidiary.
Interest receivable of £1,500 (2023: £nil) has been accounted for in the
Statement of Profit or Loss.
Included in trade and other receivables is an amount of £3,206 (2023:
£3,346) due from Tarba Energía S.L. ("Tarba"). Mark Routh is a director of
Tarba.
22. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate controlling party.
23. SHARE-BASED PAYMENT TRANSACTIONS
Share options
At 31 December 2023 and 31 December 2024 outstanding awards to subscribe for
ordinary shares of 0.1p each in the Company, granted in accordance with the
rules of the share option scheme, were as follows:
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2024
Brought forward 17,946,364 3.12 8.05
Granted during the year 4,400,000 -
Carried forward 22,346,364 3.20 7.83
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2023
Brought forward 11,497,293 2.84 6.61
Granted during the year 7,900,000 -
Exercised during the year (850,400) -
Lapsed during the year (600,529) -
Carried forward 17,946,364 3.12 8.05
All options were exercisable at the year end.
The following share-based payment arrangements were in existence at the
year-end.
Options
Date of grant 16/04/2015 18/03/2022 23/09/2022
Number of shares 146,364 6,300,000 3,600,000
Expiry date 15/04/2025 18/03/2025 23/09/2027
Exercise price (p) 76.25 5.00 8.15
Expected life of options (years) 3 2 2
Fair value at date of grant (p) 1.94 2.10 2.91
Dividend yield 0.00% 0.00% 0.00%
Expected volatility 71.50% 89.40% 87.40%
Risk-free interest 0.71% 1.21% 4.03%
Options
Date of grant 28/02/2023 26/07/2023 03/10/2024
Number of shares 3,700,000 4,200,000 4,400,000
Expiry date 27/02/2028 25/07/2023 02/10/2029
Exercise price (p) 12.25 7.00 6.4
Expected life of options (years) 3 3 3
Fair value at date of grant (p) 5.18 2.49 2.19
Dividend yield 0.00% 0.00% 0.00%
Expected volatility 87.20% 79.90 76.70%
Risk-free interest 3.73% 4.52 3.75%
The fair value of remaining share options has been calculated using the Black
Scholes model.
Volatility was determined by reference to the standard deviation of expected
share price returns based on a statistical analysis of daily share prices over
a 3-year period to grant date. All of the above options are equity settled.
All of the share options are equity settled and the charge for the year is
£96,388 (2023: £296,191).
Warrants
At 31 December 2023 and 31 December 2024 there were no outstanding warrants to
subscribe for ordinary shares of 0.1p each in the Company. All remaining
warrants were exercised during the year ended 31 December 2023.
24. DIRECTORS' EMOLUMENTS
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling activities of the Company, including
all directors of the Company.
2024 2023
£ £
Salaries and other short-term employee benefits 382,186 278,350
Share-based payment 54,767 169,406
436,953 447,756
Mark Routh Alasdair Buchanan Andrew Hay William Smith Richard Mays - resigned 07/02/23 Total
2024 £ £ £ £ £ £
Salary 230,625 25,000 - 30,000 N/A 285,625
Fees - - 18,750 - N/A 18,750
Bonus 50,000 - - - N/A 50,000
Accrual - - 5,208 - N/A 5,208
Total fees and salary 280,625 25,000 23,958 30,000 N/A 359,583
Share-based payment 28,478 8,763 8,763 8,763 N/A 54,767
Medical insurance 15,577 - - - N/A 15,577
Pension 7,026 - - - N/A 7,026
331,706 33,763 32,721 38,763 N/A 436,953
2023 318,274 49,968 22,379 54,635 2,500 447,756
The Directors interests in share options as at 31 December 2024 are as
follows:
Director Number of shares Exercise price Date of grant First date of exercise Final date of exercise
Mark Routh 2,100,000 5.00p 18/03/2022 18/03/2022 18/03/2025
Mark Routh 900,000 8.15p 23/09/2022 23/09/2022 23/09/2027
Mark Routh 1,233,333 12.25p 28/02/2023 28/02/2023 27/02/2028
Mark Routh 1,200,000 7.00p 26/07/2023 26/07/2023 25/07/2028
Mark Routh 1,300,000 6.40p 03/10/2024 03/10/2024 02/10/2029
6,733,333
William Smith 21,669 76.25p 14/04/2015 14/04/2015 14/04/2025
William Smith 900,000 5.00p 18/03/2022 18/03/2022 18/03/2025
William Smith 900,000 8.15p 23/09/2022 23/09/2022 23/09/2027
William Smith 370,000 12.25p 28/02/2023 28/02/2023 27/02/2028
William Smith 300,000 7.00p 26/07/2023 26/07/2023 25/07/2028
William Smith 400,000 6.40p 03/10/2024 03/10/2024 02/10/2029
2,891,669
Alasdair Buchanan 900,000 5.00p 18/03/2022 18/03/2022 18/03/2025
Alasdair Buchanan 900,000 8.15p 23/09/2022 23/09/2022 23/09/2027
Alasdair Buchanan 370,000 12.25p 28/02/2023 28/02/2023 27/02/2028
Alasdair Buchanan 300,000 7.00p 26/07/2023 26/07/2023 25/07/2028
Alasdair Buchanan 400,000 6.40p 03/10/2024 03/10/2024 02/10/2029
2,870,000
Andrew Hay 900,000 7.00p 26/07/2023 26/07/2023 25/07/2028
Andrew Hay 400,000 6.40p 03/10/2024 03/10/2024 02/10/2029
1,300,000
25. EVENTS AFTER THE REPORTING PERIOD
In April 2025, PXOG Muirhill Limited, a wholly owned subsidiary of the
Company, became the sole shareholder of Tarba Energía S.L. ("Tarba") through
the purchase of the entire shareholding held by Warrego Energy Pty Ltd
("Warrego") in Tarba. Tarba is the company through which Prospex holds its
interest in the El Romeral production concessions and the associated El
Romeral gas-to-power plant situated in southern Spain Tarba also holds the
Tesorillo and Ruedalabola exploration permits located in southern Spain.
Under the terms of the acquisition, Muirhill shall pay to Warrego a total
consideration of €662,725. €562,725 of this has been paid. The
remaining €100,000 is payable contingent upon securing drilling permits.
During 2024 PXOG Muirhill Limited invested US$4,342,500 and a further
€684,453 (together~£3.91m) in Heyco Energy Iberia for the Viura phase 1
development programme which included the Viura-1B well.
During 2025, a further €1,051,814 (~£903,000) has been invested, bringing
the total invested in Viura at the date of this report to ~£4.8m.
Settlement of the above commitments was completed using the Company's own cash
resources.
The Viura Phase 2 development programme will be funded from Phase 1 production
and, either debt-finance or further investment contributions, or a combination
of these.
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. END FR UOSKRVVUVUARRecent news on Prospex Energy
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