REG - Prospex Energy PLC - Final Results & Notice of AGM
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RNS Number : 9505F Prospex Energy PLC 28 May 2026
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas
28 May 2026
Prospex Energy PLC
('Prospex' or the 'Company')
Final Results for Year ended 31 December 2025
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 2025 (the "year-end")
and Notice of the Annual General Meeting ("AGM") on 23 June 2026.
Corporate Highlights
· Acquired 100% ownership of Tarba Energía S.L., including the El
Romeral gas-to-power project and Tesorillo permit
· Selva Malvezzi signs new 12- month gas sales agreement with Hera
Group S.r.l.
· Successfully completed a c. £1.2 million placing and subscription to
support operational and development activities
· Invested c. £3.8 million into our assets in the first three quarters
of 2025, with c. £2.6 million (70%) funded from internal resources
· Appointment of Hannam & Partners ('H&P') as Joint Broker
· Appointment of Richard Jameson, as Chief Operating Officer
Post-period Corporate Highlights
· The Company strengthened the board with the appointment of Tom
Reynolds as Chief Executive Officer and Simon Ashby-Rudd as Non-Executive
Director
· The board undertook a strategic review of the Company's asset
portfolio and corporate objectives to refocus on shareholder value creation
· Total of £2 million raised via Convertible Loan Note ("CLN"), 25%
above the original £1.6 million target. Funds used to support the Company's
ongoing activities and anticipated 2026 cash call needs, ensuring the company
retains its current ownership stake in all its investments.
· Enhanced shareholder communications and engagement activities to
increase shareholder understanding and strengthen market confidence
· Advanced its strategy to expand into a third European country -
Poland, with the award of the San and Dunajec exploration licences
Financial Highlights
· The Company recorded a loss for the year of £2,795,169 (2024: loss -
£46,759). The current year's loss includes an unrealised loss on revaluation
of investments of £2,541,311 (2024: unrealised gain £713,583) primarily
related to depletion of reserves through production from the Selva Field in
2025 and lower gas prices used for valuation at 31 December 2025.
· The Company is reporting a decrease in shareholder equity (net asset
value) at 31 December 2025 of £1,650,233, to £22,939,921 (2024:
£24,590,154).
· Total Assets decreased by £1,248,677 to £24,509,190 (2024:
£25,757,867). The decrease is primarily attributable to a decline in the
valuation of the Company's investment in PXOG Marshall Limited, the investment
vehicle that directly and indirectly holds 37% of the Selva Malvezzi
production concession in Italy, primarily related to depletion of reserves
through production from the field and lower gas prices at year end.
· At 31 December 2025, the Company held cash and cash equivalents of
£38,935 (2024: £1,185,386). Post period the Company extended the CLN offer
raising an additional £653,950 which, together with higher than budgeted
cashflow from gas sales, saw the company ending Q1 2026 with a cash balance of
£907,000 (unaudited). This is expected to cover general working capital
requirements as well as anticipated capex costs for the balance of 2026.
Operational Overview
Selva Field - Northern Italy
· Consistent gas production throughout 2025 from the Podere Maiar-1
well.
· The share of production for the year attributable to the Company's
investment was 10.4 MMscm, and the share of gross revenue earned from gas
sales was €4.1 million.
· Signed a new 12-month gas sales agreement with Hera Trading to supply
approximately 27.96 MMscm at prices linked to the Italian Gas Index (IG Index
GME), which typically trades at a premium to TTF.
· Secured INTESA approval and final MASE authorisation for a 3D seismic
acquisition campaign
· In December 2025, the operator completed the acquisition of
approximately 140 km² of 3D seismic data, on time and within budget.
· Continued technical and permitting work in support of the planned
four-well development programme.
Post-Period Selva Field Highlights
· In Q1 2026, stable production continued with gross production of 7.26
MMscm (net to Prospex 2.69 MMscm), which was sold at an average realised price
of €0.43/scm, generating €1.155 million net revenue.
· Gross cumulative production exceeded 72.9 MMscm, passing the
milestone certified P1 reserve level.
· Progress made on Environmental Impact Assessment (EIA) updates and
development planning for the Casale Guida-1d, Ronchi-1d, Bagnarola-1d, and
Selva Malvezzi-1d wells, incorporating feedback from the Ministry.
· Data from the 3D geophysical survey is undergoing processing by
Schlumberger Italy
Tarba Energía, El Romeral licences and Tesorillo/Ruedalabolia Permits -
Southern Spain
· In April 2025, the Company announced the acquisition of outstanding
shares of Tarba Energía, resulting in full ownership of the El Romeral
gas-to-power project and the suspended Tesorillo and Ruedalabola permits.
· Generated 3,752 MWh of electricity during H1 2025, delivering revenue
of €365,152; however, the plant was offline from 1 July 2025 due to
transformer availability issues. A new transformer was ordered in November
2025.
· Progressed permitting for five new development wells, with the EIA
consultation process completed without objections from statutory consultees or
the public.
· EIA statutory consultation for five new wells was publicly gazetted
in February 2025 following the submission of the permit application in May
2024.
Post-Period Tarba Energia Highlights
· Production restart at El Romeral following the installation of a
replacement rental transformer.
· Continued to engage with Spanish regulators regarding the delivery of
permits to drill five wells at El Romeral and connect to the Spanish gas grid,
supporting direct gas export.
· Engaged with potential third-party investors who have appetite and
financial capability to support development of the El Romerol assets.
Viura Field - Northern Spain
· Gross production from start-up in December 2024 to end-Q1 2025
totalled 30.2 MMscm (1.1 Bcf) gross, or approximately 4.4 MMscm (154 MMscf)
net to Prospex.
· Undertook a workover programme on the Viura-1B well following the
detection of a tubing leak at the beginning of April 2025, which resulted in
the well being shut down.
· Resolved wireline equipment issues encountered during testing
operations in August 2025.
· The Viura-1B well was brought back online on 17 October 2025 with gas
production increased in stages.
· Achieved average production rates of approximately 190,000 scm/d
during November 2025.
Post-Period Viura Field Highlights
· During Q1 2026, operator HEI conducted a series of production trials
to support the construction and calibration of a dynamic reservoir model,
which will be used to inform future development drilling decisions.
· Average production rates during Q1 2026 were 107,800 scm/d gas and
163 scm/d water, although these are not indicative of steady state production.
· Modelling work is ongoing with a steady-state regime expected after
the calibration trials
· 2026 focus is on the preparation of an independent reserves report
with the potential to underpin a debt facility at HEI, minimising shareholder
dilution and planning for future drilling and tie-in activities.
San and Dunajec Licences - Poland
· Applied for two exploration licences in the Carpathian Foreland
Basin.
· San and Dunajec licences awarded post year-end with Prospex holding
100% ownership.
· Expanded the Company's European portfolio into a new operating
jurisdiction with established oil and gas infrastructure.
· Began compilation and review of historical geological and production
data across both licence areas.
· Continued technical assessment of the Mniszów undeveloped oil
discovery within the Dunajec licence area to understand potential for near
term drilling and development.
Commenting on the results, Tom Reynolds, Prospex's CEO, said:
"First of all I would like to thank Andrew Hay for his support since I joined
Prospex and also for his service on the audit committee in preparing these
accounts.
"Since my appointment in February, I have undertaken a comprehensive review of
the Company's asset base and believe Prospex is well positioned with an
enviable portfolio that combines existing cash flow, development upside and
longer-term exploration potential. Selva Malvezzi continues to demonstrate its
importance as the Company's foundation asset, delivering stable production and
revenue while supporting the technical work required for the planned
multi-well development programme. At the same time, El Romeral has returned to
production, Viura offers significant potential to deliver future shareholder
value through increased production and planned development activity, and our
newly awarded licences in Poland provide additional longer-term upside
exposure.
"I was also grateful to our shareholders for their continued support, which
was evident during our extended CLN offering, which took place post period.
Their support, and the additional circ. £654,000 raised, means that we are
fully funded for our anticipated capex commitments this year.
"Meanwhile, European energy security and domestic supply remain high on the
political agenda, and natural gas prices continue to reflect broader
geopolitical pressures. We believe Prospex offers investors rare exposure to
these macro tailwinds as well as attractive opportunities to add value at the
asset level across its portfolio."
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 10.00 a.m. on 23 June 2026.
The Financial Results for the year ended 31 December 2025 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 29 May 2026.
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:
Tom Reynolds Prospex Energy PLC Tel: +44 (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 2025
Prospex Energy is an AIM quoted investment company with a portfolio of
producing natural gas interests in Spain and Italy, a connected electrical
plant in Spain and exploration and potential development licences in Poland.
The Company's core investment thesis is that European natural gas is a key
strategic asset for energy security, energy supply and lower emissions.
2025 saw progress in some areas but was an operationally challenging year for
the Company. Late in the year, the Board of Directors refocused the Company's
strategic objectives and Tom Reynolds, a highly experienced oil and gas
company Director with a successful track record in the sector, was appointed
as CEO and Director effective 1 February 2026.
Increasing shareholder value, as reflected in the share price, involves
growing the production and asset base by accessing alternative sources of
capital and accretive financing, limiting share offerings and, where
appropriate, making portfolio adjustments through acquisition or divestment.
This is enabled by a strong technical and operating team, motivated to
increase share price and liquidity while being sensitive to the Company's
financial capacity and risk tolerance. Post year-end, Simon Ashby-Rudd joined
the Board as a Non-Executive Director, bringing decades of corporate finance
experience to support this goal.
The Company's main producing assets are the Viura gas field in Northern Spain,
operated by HEYCO Energy Iberia ("HEI"), and the Selva Malvezzi concession in
Italy, operated by Po Valley Operations Pty Limited("PVO"), a wholly owned
subsidiary of Po Valley Energy Limited ("Po Valley Energy"). El Romeral in
southern Spain is operated by the Company's wholly owned subsidiary, Tarba
Energía S.L. ("Tarba"), while the two licences in Poland (awarded post year
end) are operated by the Company's wholly owned subsidiary, PXEN Tatra SP Z.
o. o. Further operational details are included in the CEO's Report.
There were several significant achievements in 2025 including the acquisition
of our former partner's shares in Tarba on the exercise of a Right of First
Refusal in April 2025; completion of a seismic acquisition programme at Selva
Malvezzi in December; filing of the final documentation needed for the
application for permits to drill five wells at El Romeral also in December;
and filing applications for two licence areas in Poland, which were awarded
after year end.
However, the Company faced several operational challenges during the year,
including the unexpected but necessary workover at Viura which halted
production and required the Company to raise funds to maintain its stake in
the asset and reinstate production at the Viura-1B well. Production at El
Romeral was also stopped from July 2025 to January 2026 due to an equipment
issue. While natural gas prices realised at Selva Malvezzi and Viura were
reasonable for most of 2025, electricity prices at El Romeral fluctuated due
to Spain's solar and wind capacity and hydroelectric generation, resulting in
low and sometimes negative electricity prices. Funds generated at Viura are
retained in HEI to fund future capital needs pursuant to the shareholder
agreement. Net operating income from Selva Malvezzi was sufficient to fund the
Company's day-to-day expenses, but not to fund growth capital.
The Company undertook a placing and subscription share offering in June 2025
which was partially successful but failed to achieve all stated objectives.
The Company was therefore initially unable to meet the full cash call for the
Viura workover. The operator helpfully agreed to accept subsequent payment in
Convertible Loan Notes as part of the December 2025 offering. The seismic
acquisition campaign at Selva Malvezzi, and the capital expenditures in El
Romeral required additional investment capital. The offering of unsecured
Convertible Loan Notes referred to above was initiated in December 2025 and
ultimately oversubscribed at completion in March 2026, raising over £1.90
million of new capital for the Company.
Facing significant challenges in accessing the capital required to protect and
enhance the asset base, and the apparent lack of market support, the Board
determined a need to reestablish market confidence, access alternative sources
of capital and reemphasise the growth and monetisation of investments, while
maintaining operating and technical excellence. Several significant changes
took place including the appointment of Tom Reynolds as Chief Executive
Officer in February 2026, a deep review of the Company's holdings, the
appointment of Simon Ashby-Rudd as Non-Executive Director in May 2026,
enhanced shareholder communications, and engagement with partners and
investors.
Management and Staff
The Company benefits from an exceptional team with a broad range of skills and
experience including geoscience, engineering, and finance. The team has
operating experience and knowledge in Italy, Spain and Poland and engages
constructively with the Company's partners. In a year marked by many technical
and operational challenges, the team brought creativity and insight across all
areas of activity.
I would like to thank Mark Routh for his significant contribution to bringing
the Company's asset portfolio to its current stage and wish him the best in
the future. Andrew Hay is not standing for re-election at the AGM. His insight
and experience have been very much appreciated.
Outlook
The changes to strategic focus and leadership are solid steps toward enabling
the Company to deliver on its commitment to create shareholder value. The
Company has strong investments to grow upon and a team capable of delivering
results. Communication and interaction with shareholders help to inform
progress towards the shared goals.
Your Board of Directors appreciate 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.
William Smith
Non-Executive Chairman
27 May 2026
Prospex Energy Plc
Chief Executive Officer's Report
for the year ended 31 December 2025
Corporate Structure and Investments
The chart below shows the ownership structure of the Prospex group of
companies (the "Group").
The table below summarises the Company's investments in, and loans to, Group
companies as at 31 December 2025.
Group Company: PXOG Marshall Ltd PXOG Muirhill Ltd PXEN Tatra
Country of focus: Italy Spain Poland
Related to: Selva Malvezzi Romeral & Tesorillo Viura Shares/ San and Dunajec
Interest
£000's £000's £000's £000's £000's £000's
Prospex Energy Plc. Balance sheet:
Investments in Group Undertakings at Fair Value 13,719 13,717 2
Included in Investments (Note 11)
Loans to Group Undertakings 10,673 1,895 1,743 6,235 741 59
Included in Trade and Other Receivables (Note 12)
Owed by PXOG Muirhill Ltd. 8,719 1,743 6,235 741
Owed by PXOG Marshall Ltd. 1,656 1,656
Owed by UOG Italia S.r.l. 239 239
(Owned by PXOG Marshall)
Owed by PXEN Tatra Sp z.o.o. 59 59
Total included in Assets 24,392 15,612 1,743 6,235 741 61
Preparation of Consolidated Financial Statements
Prospex Energy Plc is an investment entity as defined by IFRS 10, and as such,
the results of its subsidiaries are not consolidated up to the parent
company.
These financial statements therefore present 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.
Asset Report
Since being appointed CEO in February 2026 the priority has been to reassess
priorities and re-evaluate our investment portfolio to ensure the Group is
positioned for long-term growth. Prospex has an attractive portfolio of assets
that is well positioned to deliver growth through increased reserves and
production. I summarise the portfolio below and for each asset include a
review of 2025 activity. Guidance on the pathway to value growth and an
indication of the timeline is also set out for each asset.
As of the date of writing this report, the Company has cash on hand following
the extension of the Convertible Loan Note financing in Q1 2026. Continuing
strength in European gas markets supports robust cashflow, adding to cash
reserves.
Tarba Energía, El Romeral licences and Tesorillo/Ruedalabola permits
Asset Description
Tarba Energía S.L. ("Tarba") is owned 100% by PXOG Muirhill Limited, a wholly
owned subsidiary of Prospex Energy plc. Tarba owns 100% of the El Romeral gas
to power project, which includes three exploitation licences covering 310
km(2), and the connected El Romeral gas to power plant located near Seville in
the Andalucía region of southern Spain. Tarba also owns 100% of the suspended
Tesorillo and Ruedalabola exploration permits covering 380 km(2) in the Cadiz
province of Spain. El Romeral delivered first gas and power in 2002. The
originally developed reservoirs are largely depleted and Tarba is focused on
obtaining new drilling permits to increase production and reserves.
2025 Period
2025 saw Prospex consolidating its ownership in Tarba with full ownership
secured at modest cost, the permitting process for five new wells
significantly advanced without material challenge and H1 production delivered
modest cash flow before an extended transformer-related outage.
At the beginning of 2025 Prospex held a 49.9% working interest in Tarba. In
April 2025, the Company announced the completion of the acquisition of Warrego
Energy's remaining shareholding in Tarba for a total consideration of
€665,725, including a deferred payment of €100,000 payable upon approval
of drilling permits for three of the five wells which were then in the
regulatory process. This took Prospex to 100% ownership of both El Romeral and
the suspended Tesorillo permit, adding significant prospective resources at
low cost.
Production performance in H1 2025 saw the El Romeral plant generate 3,752 MWh
of electricity and €365,152 in sales revenue. However, the electrical plant
was offline from 1 July 2025 due to a transformer availability issue. A
planned two-week shutdown to replace the main transformer was extended because
delivery of a more suitably sized, lower-cost unit was delayed. The Company
ordered a replacement transformer in November 2025, with delivery expected in
Q3 2026.
In February 2025 the EIA statutory consultation for five new wells was
publicly gazetted following the submission of the May 2024 application. No
adverse comments or objections were received from 29 statutory consultees or
the public; the process advanced through the sub-delegation in Seville toward
final Ministry review in Madrid. The applications were delivered to the
Minister's office on 5 December with a target for review completion of 90-180
days.
Events after period end and asset outlook
A replacement rental transformer was installed in February 2026. This
reinstated Tarba's ability to generate and export electricity. Generation is
intermittent, limited by low production rates from El Romeral's depleted gas
reservoirs and by volatile pricing in the Spanish electricity market, which at
certain times of the day does not support economic generation. As a result
Tarba is supported financially by Prospex through an interest-bearing loan to
cover operating costs while permits are progressed toward approval. Generation
activity contributes to Tarba income and reduces the level of support required
from Prospex.
Looking ahead, the Company's focus is to continue to engage with Spanish
regulatory authorities to deliver the permits which will allow the drilling of
five additional wells and the construction of a direct gas export route
through connection to the gas grid. This will position Tarba for significant
reserve and production growth and mitigate the limitations placed on economic
export by the electricity market through the ability to export gas directly to
the grid. The Company has identified 11 low risk prospects with up to 2,469
MMscm (90 Bcf - Best Estimate Prospective Resource based on the Reserves and
Resources Report by NSAI, 2019). This represents a significant opportunity to
convert prospective resources to producing reserves and the Company expects to
engage with third parties with an appetite and capability to invest alongside
Prospex to support any future drilling and development capex.
Selva Malvezzi
Asset description
The Selva Malvezzi production concession is located in the Po Valley in
northern Italy, covering an area of 81 km(2). Prospex holds an aggregate 37%
working interest through two entities. PXOG Marshall Limited, 100% owned
subsidiary of Prospex, owns 17%. UOG Italia SRL, a 100% owned subsidiary of
PXOG Marshall Limited, holds 20%. The concession is operated by Po Valley
Operations Pty Ltd, a subsidiary of ASX listed Po Valley Energy Ltd (ASX: PVE)
which holds 63%. The concession delivers natural gas production from the
Podere Maiar-1 well (PM-1), which has cumulatively produced 65.6 MMscm (gross)
since first gas on 4 July 2023 to 31 December 2025. The joint venture is
progressing other drilling targets with the objective of increasing production
and reserves.
2025 Period
The asset delivered consistent production throughout the year from the PM-1
well. The share of production for the year attributable to the Company's
investment was 10.4 MMscm, and the share of gross revenue earned from gas
sales was €4.1 million.. Rates remained stable at c. 80,000 scm/d (gross)
for the balance of the year underpinned by strong reservoir performance and a
supportive Italian regulatory environment focused on domestic gas supply
security.
Permitting linked to future development planning for the broader concession
advanced materially in the period. In early April 2025 the operator secured
INTESA from the Emilia-Romagna Region and final MASE authorisation for a
low-cost 3D geophysical survey. Field acquisition (covering c.140 km²) was
originally targeted for early October 2025 to avoid harvest disruption. During
May 2025 the MASE EIA technical commission requested additional flood-risk
studies linked to field development (following 2023-2024 regional events),
while Budrio Municipality sought relocation of the Casale Guida (North Selva)
and Ronchi (South Selva) well pads on visual/noise grounds; the East Selva
site was also reviewed for flood mitigation. The operator prepared an updated
EIA incorporating these inputs.
In August 2025 the joint venture signed a new 12-month Gas Sales Agreement
with Hera Trading (effective 1 October 2025), replacing the expiring BP
contract and committing to supply approximately 27.96 MMscm at prices linked
to the Italian Gas Index (IG Index GME), which typically trades at a premium
to TTF.
In December 2025 the 3D seismic acquisition campaign was successfully
completed on budget and on schedule, providing high-quality data to refine
subsurface targets ahead of drilling expected in 2027.
Events after period end and Outlook
During Q1 2026 stable production continued with gross production of 7.26 MMscm
(net to Prospex 2.69 MMscm) which was sold at an average realised price of
€0.43/scm, generating €1.155 million net revenue. Cumulative gross
production exceeded 72.9 MMscm, passing the milestone certified P1 reserve
level. The 3D seismic data is being processed by Schlumberger Italy to create
a high-resolution subsurface model supporting future development plans.
Development costs of £300k primarily related to seismic processing were
funded from the proceeds of the extended CLN raise.
Stable production during 2025 confirms Selva Malvezzi as a foundation asset
delivering consistent cash flow while the operator progressed the necessary
technical and regulatory groundwork for a four-well development programme
targeting substantial additional gross contingent resources of approximately
400MMscm (14.6 Bcf), and further gross prospective resources of 2,083MMscm
(75.9 Bcf).
Looking ahead during the balance of 2026 the seismic data will be processed,
forming the basis for an updated Competent Persons Report ("CPR") on the asset
with the potential for resource upgrades. In H2 2026 the operator plans to
advance the necessary technical and regulatory work for the development
programme. The CPR will also support engagement with potential investors
including debt providers for the development programme planned for 2027.
Viura, HEYCO Energy Iberia
Asset description
The Viura gas field is located in Northern Spain and is Operated by HEYCO
Energy Iberia ("HEI") which owns a 96.4865% interest. Prospex's wholly owned
subsidiary PXOG Muirhill Limited holds a 7.5% shareholding in HEI following
acquisition of 'B' shares in 2024. Prospex therefore benefits from an
indirect, equivalent working interest of 7.24% in the field. Prospex does not
hold a direct participating interest in the Viura concession. Prospex does not
receive cashflow related to Viura production. Under the terms of the
acquisition, net cashflow from Viura arising from HEI's c. 96.5% interest is
retained within HEI for general corporate requirements and future capex.
Prospex rights to invest and receive cashflow from Viura are expected to
change over the life of the investment:
• Investment Phase - the current phase where further investment
in development drilling is expected. Prospex has the right to invest at a 15%
participation level. Any net cashflow accruing within HEI can be used to
offset capex.
• B share distribution -After development drilling is complete
and steady state operation established - expected in 2027 - initial
distribution will be to B shareholders until they recover their cumulative
investment plus a premium of 10% (the "B Share Payback"). Prospex cumulative
investment to 31 December 2025 is c. £6.2 million.
• General distribution - Following the B Share Payback, dividend
distributions will be made to all HEI shareholders (both A and B shareholders)
and Prospex share of dividend distributions will reduce to 7.5%.
The operator's best estimate of gross remaining recoverable gross reserves
stands at 2.5 Bcm (90 Bcf) with Prospex net implied share of 0.18 Bcm (6.5
Bcf).
2025 Period
Production at Viura from startup in December 2024 through end-Q1 2025 totalled
30.2 MMscm (1.1 Bcf) gross, or approximately 4.4 MMscm (154 MMscf) net to
Prospex. Beginning in April 2025 production was significantly disrupted due to
a series of operational difficulties. In April 2025 the Viura-1B well was shut
in due to a detected leak in the completion tubing. The operator HEI mobilised
a workover rig to reinstate production in June 2025. The tubing repair was
completed in July. The costs associated with Prospex's net share of the
drilling workover costs were funded via a combined placing and WRAP retail
offer, together with the issue of unsecured Convertible Loan Notes.
Testing in August 2025 using wireline downhole pressure and flow-rate
monitoring encountered a pressure-control equipment failure. This required the
safe cutting of the wireline cable inside the well, leaving a logging tool and
cable in the tubing. Retrieval operations using equipment mobilised from
Aberdeen commenced in September 2025, with production unable to resume safely
until the obstruction was cleared and secured below the safety valve.
The well was brought back online on 17 October 2025 and gas production
increased in stages, reaching 120,000 scm/d with 7 scm/d water by 20 October
2025. Plateau rates of 186,333 scm/d were achieved by 24 October 2025. By
November 2025 the well was delivering steady natural gas production averaging
around 190,000 scm/d. Water production had fallen to an average of less than
10 scm/d.
Events after period end and asset outlook
During Q1 2026 operator HEI conducted a series of production trials to support
the construction and calibration of a dynamic reservoir model which will be
used to inform future development drilling decisions. Average production rates
during Q1 2026 were 107,800 scm/d gas and 163 scm/d water. Because the
operating regimes were deliberately selected to calibrate the dynamic model
these production rates are not indicative of steady state operation. The
modelling work, originally scheduled for completion by end-April 2026,
continued at the time of annual report preparation.
The operator anticipates establishing a steady-state regime following the
calibration trials. The balance of 2026 will focus on the preparation of an
independent reserves report (with the potential to underpin a debt facility at
HEI) and preparatory work to support drilling and tie-in works in 2027.
Participation in Viura offers Prospex the opportunity to benefit from
significantly increased gas production and valuation uplift during 2027
following the planned drilling programme. Once new well production is online
and HEI dividend distributions commence, Prospex will receive cashflow capable
of supporting further investment in the wider portfolio.
San & Dunajec licences, Poland (awarded after period end)
Asset description
The Company applied for two licences in the Carpathian Foreland Basin in
southern Poland in 2024 following an extensive work programme reviewing
unlicenced potential. Prospex believes that Poland offers an attractive regime
to explore for and develop hydrocarbon resources:
· The political and regulatory regimes are pragmatic and supportive
of the oil & gas industry
· Poland benefits from an established oil field services sector
with the equipment, capabilities and experience available locally to support
asset development
· Established infrastructure. As an operating production territory,
Poland has a network of infrastructure ensuring efficient and cost-efficient
transportation and delivery of product to market
· Historical database. Oil and gas production has been active in
Poland for over 100 years and as a result there is a broad database of
seismic, well and production data available.
Two licences were awarded after period end with Prospex holding 100% ownership
in both.
San is an exploration licence covering 818km(2) in south-east Poland. Prospex
believes the block contains attractive shallow, Miocene-age exploration
potential which fit well with the Company's established strategy and technical
expertise. The licence is a drill or drop permit. The Company will need to
elect to drill a well before the third anniversary of award to retain the
licence. The licence also places a firm obligation on Prospex to carry out an
AirGravMag survey over the block within the initial three-year term.
Dunajec is an exploration licence covering 1,182km(2) in southern Poland. It
contains similar Miocene age, shallow gas prospectivity as well as deeper
Jurassic age potential. Dunajec also contains the undeveloped Mniszów oil
discovery which is described in more detail below. The Dunajec licence is also
a drill or drop permit. The Company will need to elect to drill a well before
the third anniversary of award to retain the licence. The licence also places
a firm obligation on Prospex to carry out an AirGravMag survey over the block
within the initial three-year term.
Both licences have seen very limited activity since the early 2000s and as a
result the Company believes that the application of modern technology, methods
and equipment developed over the last 20+ years can add value to the licences.
Mniszów discovery, Dunajec licence
Multiple discovery wells drilled in 1966 identified a 13m oil pay within
fractured carbonate at approximately 600m depth, with a historically mapped
oil-water contact indicating around 2 mmbbl of OOIP. The Mniszów-3 well
confirmed a 13m oil-saturated interval and flowed at 45 bbl/d following a
cased hole acidised test, but the field remained undeveloped due to its
relatively small size and thinner reservoir compared to the nearby Grobla
(1962) and Pławowice (1963) fields.
Asset outlook
Prospex intends to use modern imaging, evaluation and development techniques
to support resource discovery and development on its Polish licences. The
Company is currently gathering historical data across both licences to inform
and prioritise its work programmes. The Mniszów shallow undeveloped oil
discovery has near-term commercial potential, and the Company is assessing the
opportunity for early development given the potential to deliver near-term
cashflow for re-investment. Once a work programme is finalised, the 100%
ownership in both licences provides Prospex with the option of farming-out to
partners at the asset level to fund activity.
Financial Review
The Company recorded a loss for the year of £2,795,169 (2024: loss -
£46,759).
The current year's loss includes an unrealised loss on revaluation of
investments of £2,541,311 (2024: unrealised gain £713,583).
Administrative expenses decreased by £83,962 (6.6%) to £1,179,490 (2024:
£1,263,452).
Net finance income increased by £292,393 to £906,826 (2024: £614,433).
The Company is reporting a decrease in shareholder equity (net asset value) at
31 December 2025 of £1,650,233, to £22,939,921 (2024: £24,590,154).
Total Assets decreased by £1,248,677 to £24,509,190 (2024: £25,757,867).
The decrease is primarily attributable to a decrease in the valuation of the
Company's investment in PXOG Marshall Limited, the investment vehicle which
directly and indirectly holds 37% of Selva Malvezzi production concession in
Italy. A decreased valuation within PXOG Marshall Limited of its interest in
the production concession arose from the utilisation during the year of the
reserves at the Podere Maiar-1 production well ("PM-1"), and a decrease in
European forward gas prices applied to remaining reserves of PM-1, and to
contingent resources on the concession.
Total Liabilities increased by £401,556 to £1,569,269 (2024: £1,167,713).
This is comprised primarily of a provision for deferred tax and the unsecured
Convertible Loan Notes in issue at the year end.
The revaluation of investments at fair value resulted in a decrease of 15.5%
to £13,768,886 (2024: £16,310,197) and the unrealised loss of £2,541,311
(2024: unrealised gain - £713,583).
This unrealised loss comprises the change in the fair value of the Company's
wholly owned investment vehicle, PXOG Marshall Limited. The change takes into
account the reduction in the valuation of the Selva Malvezzi production
concession, interest payable by 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 2025 and interest receivable by the Company on its
loans to its subsidiary undertakings.
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 2025.
At 31 December 2025, the Company held cash and cash equivalents of £38,935
(2024: £1,185,386).
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.
Business Development and outlook
In 2025, the Company's technical team conducted in-depth evaluations of a
number of potential opportunities; however, no investments were made in new
properties other than the acceptance of the two licences in Poland which were
awarded post year end. The Company's resources were focused on protecting and
growing the value of existing assets: the acquisition of additional shares in
Tarba, funding well intervention work at Viura and seismic acquisition at
Selva Malvezzi.
The Company has an enviable inventory of investment opportunities. Looking
ahead to the balance of 2026 and beyond, Prospex will continue to prioritise
the application of resources to its existing assets to increase reserves, grow
production and increase cashflow. The Company will also continue to seek
opportunities to add to the portfolio, particularly where production can be
acquired at a favourable valuation. Due to the depth of opportunity within the
existing portfolio, any additional cashflow can be quickly re-invested
creating a flywheel effect that accelerates growth.
The new licences in Poland offer attractive prospectivity and potential
development opportunities. This will be a key area of focus for the team in
the near term, given the attractive return profile and ability to farm-down
from 100% ownership to fund activities.
A significant amount of shareholder value is tied up in Prospex assets. The
Company has a portfolio of investments in three European countries with very
significant production potential which it is taking active steps to realise. A
number of attractive investment opportunities are expected to be finalised
over the next 12-18 months. It is the responsibility of the Prospex Board and
management team to test whether value can be crystallised for existing assets
at attractive valuations and this is supported by the current strong European
gas market. If the opportunity presents itself to sell part, or all, of an
existing asset to fund an investment or acquisition that offers significant
future growth, this allows the Company to compound shareholder value over time
whilst avoiding the need to issue shares to fund activity.
A key objective for the next 12 months is to demonstrate to shareholders and
the broader market that increasing production and cashflow can be delivered by
leveraging additional sources of funding and minimising the call on
shareholders through equity issuance.
Tom Reynolds
Chief Executive Officer
27 May 2026
Glossary:
Bcf Billion standard
cubic feet
Bcm Billion standard cubic
metres
Boe Barrels of Oil
Equivalent (where 1 MMBoe = 5.8 Bcf)
MMBoe Million Barrels of Oil Equivalent
mcf Thousand standard
cubic feet
MMscf Million standard cubic feet
MMscfd Million standard cubic feet per
day
MMscm Million standard cubic metres
MMscm/d Million standard cubic metres per day
MWh Mega Watt hour
OOIP Oil Originally in Place
scm Standard cubic
metres
scm/d Standard cubic metres per
day
TTF The 'Title
Transfer Facility' - a virtual trading point for natural gas in the
Netherlands.
Prospex Energy Plc
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2025
2025 2024
Notes £ £
Administrative expenses (1,179,490) (1,263,452)
Share-based payment charges - (96,388)
OPERATING LOSS (1,179,490) (1,359,840)
(Loss)/gain on revaluation of assets 12 (2,541,311) 713,583
(3,720,801) (646,257)
Finance income 6 915,384 621,486
Finance costs 6 (8,558) (7,053)
LOSS BEFORE INCOME TAX 7 (2,813,975) (31,824)
Income tax 8 18,806 (14,935)
LOSS FOR THE YEAR (2,795,169) (46,759)
LOSS PER SHARE 9
Basic loss pence per share (0.67)p (0.01)p
Diluted loss pence per share (0.67)p (0.01)p
Prospex Energy Plc (Registered number: 03896382)
Statement of Financial Position
31 December 2025
2025 2024
Notes £ £
ASSETS
NON-CURRENT ASSETS
Investments 11 13,768,886 16,310,197
13,768,886 16,310,197
CURRENT ASSETS
Trade and other receivables 12 10,701,269 8,262,184
Investments 13 100 100
Cash and cash equivalents 14 38,935 1,185,386
10,740,304 9,447,670
TOTAL ASSETS 24,509,190 25,757,867
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 15 7,375,755 7,349,585
Share premium 22,124,548 21,052,369
Merger reserve 2,416,667 2,416,667
Capital redemption reserve 43,333 43,333
Fair value reserve 12,007,734 15,315,822
Other equity reserve 46,587 -
Retained earnings (21,074,703) (21,587,622)
TOTAL EQUITY 22,939,921 24,590,154
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
- Interest bearing loans and borrowings 17 536,971 -
Deferred taxation 18 923,787 942,593
1,460,758 942,593
CURRENT LIABILITIES
Trade and other payables 16 108,511 225,120
108,511 225,120
TOTAL LIABILITIES 1,569,269 1,167,713
TOTAL EQUITY AND LIABILITIES 24,509,190 25,757,867
The financial statements were approved by the Board of Directors and
authorised for issue on 27 May 2026 and were signed on its behalf by:
T. H. Reynolds
Director
Prospex Energy Plc
Statement of Changes in Equity
for the year ended 31 December 2025
Share capital Share premium Merger reserve Capital redemption reserve Fair value reserve Other equity reserve Retained earnings Total
£ £ £ £ £ £ £
Balance at 1 January 2024 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
Changes in equity
Loss for the year - - - - - - (2,795,169) (2,795,169)
Issue of shares 26,170 1,151,488 - - - - - 1,177,658
Costs of shares issued - (79,309) - - - - - (79,309)
Equity component of convertible loan notes - - - - - 46,587 - 46,587
Transfer to fair value reserve - - - - (3,308,088) - 3,308,088 -
Balance at 31 December 2025 7,375,755 22,124,548 2,416,667 43,333 12,007,734 46,587 (21,074,703) 22,939,921
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
Other equity reserve - The equity component of the convertible loan notes
assessed under IAS 32
Retained earnings - Accumulated comprehensive income for the year and prior
periods
Prospex Energy Plc
Statement of Cash Flows
for the year ended 31 December 2025
2025 2024
Notes £ £
Cash outflow from operations 1 (2,820,480) (2,606,456)
Cash flows from investing activities
Purchase of fixed asset investments - (1,683)
Interest received 680 2,402
Interest paid - (7,053)
Net cash inflow/(outflow) from investing activities 680 (6,334)
Cash flows from financing activities
New loan notes 575,000 -
Loan repayments - (168,487)
Share issue 1,177,658 4,197,323
Costs of shares issued (79,309) (233,846)
Net cash inflow from financing activities 1,673,349 3,794,990
(Decrease)/increase in cash and cash equivalents (1,146,451) 1,182,200
Cash and cash equivalents at beginning of year 2 1,185,386 3,186
Cash and cash equivalents at end of year 2 38,935 1,185,386
Prospex Energy Plc
Notes to the Statement of Cash Flows
for the year ended 31 December 2025
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED
FROM OPERATIONS
2025 2024
£ £
Cash flows from operations
Loss before income tax (2,813,975) (31,824)
Loss/(gain) on revaluation of fixed asset investments 2,541,311 (713,583)
Finance income (915,384) (621,486)
Finance costs 8,558 7,053
Operating loss (1,179,490) (1,359,840)
Increase in trade and other receivables (1,524,381) (1,442,007)
(Decrease)/increase in trade and other payables (116,609) 99,003
Equity settled share-based payments - 96,388
Net cash outflow from operations (2,820,480) (2,606,456)
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 2025 31.12.25 01.01.25
£ £
Cash and cash equivalents 38,935 1,185,386
Year ended 31 December 2024 31.12.24 01.01.24
£ £
Cash and cash equivalents 1,185,386 3,186
Prospex Energy Plc
Notes to the Financial Statements
for the year ended 31 December 2025
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 2025 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 2025 year of £1,179,490
and as at 31 December 2025 had cash at bank and in hand of £38,935 and net
assets of £22,939,921.
In 2026 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 2026,
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
applied by the Operator, HEYCO Energy Iberia ("HEI") against the Companies 15%
share of costs of the continuing drilling programme, expected to complete in
2027. 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 HEI as a 7.5% shareholder.
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.
In Q1 2026, the Company received subscriptions to £1.435m of Convertible Loan
Notes. 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. ACCOUNTING POLICIES - continued
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 loans to subsidiary undertakings 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 adopted
from 1 January 2025
The following amendments are effective for the period beginning 1 January
2025:
• Lack of Exchangeability (Amendments to IAS 21).
• Amendments to the SASB standards to enhance their international
applicability (
These amendments had no effect on the financial statements of the Company. In
the current year the Company 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 2025 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 2026
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.
Effective date (period beginning on or after)
IFRS 9 and IFRS 7 Financial instruments Amendment regarding the classification and measurement 01/01/2026
of financial instruments
IFRS 1 First-time Adoption Amendment - Hedge accounting for first-time adopter 01/01/2026
IFRS 7 Financial instruments; Disclosures Amendment - Gain or loss on derecognition 01/01/2026
IFRS 7 Financial instruments: Disclosures Amendment - deferred difference between 01/01/2026
fair value and transaction price
IFRS 7 Financial instruments: Disclosures Amendment - Introduction and credit risk 01/01/2026
disclosures
IFRS 9 Financial instruments: Amendment - Lessee derecognition of lease liabilities 01/01/2026
IFRS 9 Financial instruments: Amendment - Transaction price 01/01/2026
IFRS 10 Consolidated financial statements: Amendment - Determination of a 'de facto 01/01/2026
agent'
IAS 7 Statement of Cash Flows: Amendment - Cost method 01/01/2026
IFRS 9 and IFRS 7 Financial instruments: Amendment - Contracts referencing nature-dependent 01/01/2026
electricity
IFRS 18 Presentation and disclosures in financial statements Original issue 01/01/2027
IFRS 19 Subsidiaries without public accountability: Disclosures Original issue 01/01/2027
IFRS 19 IFRS for SMEs - third edition 01/01/2027
IFRS S2 Greenhouse Gas Emissions Disclosures: Amendment - simplification of 01/01/2027
disclosures
IAS 21 The Effects of Changes in Foreign Exchange Rates: Amendment - Translation to a 01/01/2027
Hyperinflationary presentation currency
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 Company is currently assessing the effect of these new accounting
standards and amendments, but does not expect that they will have a material
impact on the Company's financial statements in future periods.
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.
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 2025. 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 Investing Company.
All of the Company's activities are conducted from the UK. Segmental
information is therefore not presented, as the Directors consider that the
financial statements provide sufficient information.
5. EMPLOYEES AND DIRECTORS
2025 2024
£ £
Wages and salaries 355,042 517,939
Social security costs 39,823 49,640
Other pension costs 15,555 6,073
Share-based payments - 96,388
410,420 670,040
The average number of employees during the year was as follows:
2025 2024
Number Number
Directors 4 4
Staff 1 1
5 5
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 (2024: £nil).
Details of Directors' remuneration can be found in note 23.
6. NET FINANCE COSTS
2025 2024
£ £
Finance income
Interest receivable on group loans 914,704 619,084
Bank interest receivable 680 2,402
915,384 621,486
Finance costs
Loan interest payable 8,558 6,753
Interest on overdue tax - 300
8,558 7,053
Net finance income 906,826 614,433
7. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
2025 2024
£ £
Auditors remuneration 45,000 30,000
Foreign exchange differences (46,898) 1,289
8. INCOME TAX
2025 2024
£ £
Current tax charge
UK corporation tax on profit for the year at 25.00% (2024: 25.00%) - -
Deferred tax (18,806) 14,935
Tax charge for the year (18,806) 14,935
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:
2025 2024
£ £
Loss before income tax (2,813,975) (31,824)
Loss before income tax multiplied by effective rate of UK corporation tax of (703,494) (7,956)
25.00% (2024: 23.52%)
Effects of
Non-deductible expenses 513 24,212
Tax losses not utilised 67,653 162,140
Unrealised chargeable losses/(gains) 635,328 (178,396)
Deferred tax (18,806) 14,935
684,688 22,891
Current tax charge (18,806) 14,935
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 £2.99m (2024:
£2.92m) arising from the accumulated tax losses of approximately £11.98m
(2024: £11.70m) 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.
9. EARNINGS PER SHARE
Year ended 31 December 2025 Year ended 31 December 2024
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 (2,795,169) 415,732,573 (0.67)p (46,759) 359,725,698 (0.01)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'.
10. PROPERTY, PLANT AND EQUIPMENT
Computer equipment
£
COST
At 1 January 2024 and 2024 and 31 December 2025 1,699
DEPRECIATION
At 1 January 2024 and 2024 and 31 December 2025 1,699
NET BOOK VALUE
At 31 December 2025 -
At 31 December 2024 -
11. INVESTMENTS
Shares in group undertakings Unlisted investments Total
£ £ £
COST
At 1 January 2024 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
Revaluations (2,541,311) - (2,541,311)
At 31 December 2025 13,718,886 50,000 13,768,886
Shares in group undertakings represent investments in PXOG Marshall Limited of
£13,717,103 (2024: £16,258,414), PXOG Muirhill Limited of £100 (2024:
£100) and PXEN Tatra Sp. Z o. o of £1,683 (2024: £1,683).
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:
8 Bishopsgate, London, United Kingdom, EC2N 4BQ
Nature of business: Investment entity % holding
Ordinary shares 100.00
2025 2024
£ £
Aggregate capital and reserves 13,717,104 16,258,414
(Loss)/profit for the year (2,541,310) 713,583
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
2025 using the Dutch TTF Gas Futures contracts for 2026 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 2024, 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 2024.
PXOG Muirhill Limited
Registered office:
8 Bishopsgate, London, United Kingdom, EC2N 4BQ
Nature of business: Investment entity % holding
Ordinary shares 100.00
2025 2024
£ £
Aggregate capital and reserves (944,143) (407,397)
Loss for the year (536,746) (410,812)
PXOG Muirhill Limited ("Muirhill") holds its interests in the Tesorillo and
El Romeral projects through its wholly owned subsidiary, Tarba Energía S.L.
The fair value of the Romeral and Tesorillo assets held by Muirhill at 31
December 2024, was revalued to reflect the independent valuation implicit in a
3rd party offer, received in April 2025, for the shares owned by the joint
venture partner. The offer was subsequently pre-empted by Muirhill, As a
result, Muirhill owns 100% of the assets at 31 December 2025.
PXOG Muirhill Limited owns 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 £6,270,139 by year-end, was
funded by an interest-bearing loan from the Company to PXOG Muirhill. No
further investment has been made 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
2025 2024
£ £
Aggregate capital and reserves (53,115) (31,618)
Loss for the year (19,391) (33,044)
PXEN Tatra was incorporated in March 2024 to apply for licences to search for
and develop onshore natural gas in Poland.
Subsequent to year-end, in Aprill 2026, PXEN Tatra Sp z.o.o. ("PXEN Tatra")
has been formally awarded the San and Dunajec onshore licence areas in Poland.
These licenses were applied for during 2025.
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. For 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.
12. TRADE AND OTHER RECEIVABLES
2025 2024
£ £
Current:
Trade receivables 3,346 3,206
Amounts owed by group undertakings 10,673,146 8,243,866
VAT 11,469 10,055
Prepayments and accrued income 13,308 5,057
10,701,269 8,262,184
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
13. CURRENT ASSET INVESTMENTS
2025 2024
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.
14. CASH AND CASH EQUIVALENTS
2025 2024
£ £
Bank accounts 38,935 1,185,386
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.
15. CALLED UP SHARE CAPITAL
2025 2024 2025 2024
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 0.1p each 428,710,121 402,539,928 428,710 402,541
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
7,375,755 7,349,585
Share issues
In June 2025, the Company raised £1.17 million before expenses by way of a
placing, subscription and a retail offer of 26,170,193 new ordinary shares of
£0.001 each in the Company at a price of 4.5p 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.
16. TRADE AND OTHER PAYABLES
2025 2024
£ £
Current:
Trade payables 26,136 3,714
Social security and other taxes 32,416 19,933
Accruals and deferred income 49,959 201,473
108,511 225,120
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value.
17. FINANCIAL LIABILITIES - BORROWINGS
2025 2024
£ £
Current:
Unsecured loan notes - -
2025 2024
£ £
Non-current:
Unsecured loan notes 536,971 -
Terms and debt repayment schedule:
1-2 years 2-5 years Total
2025 £ £ £
Unsecured loan notes 178,990 357,981 536,971
178,990 357,981 536,971
1-2 years 2-5 years Total
2024 £ £ £
Unsecured loan notes - - -
- - -
Loan notes
Loan notes
2025
£
At 1 January 2024 and 31 December 2024 -
Issued during the year 575,000
Transfer equity component to other equity reserves (46,587)
Interest capitalised 8,558
At 31 December 2025 536,971
2025 Unsecured Convertible Loan note
The 2025 Unsecured Convertible Loan Notes ('2025 Loan Notes') totalling
£575,000 pay interest at 12% per annum, on a quarterly basis, with the first
two payments on 31 March 2026 and 30 June 2026 to be capitalised and added to
the loan principal.
The Loan Notes are convertible at 3p per ordinary share at any time at the
election of the Loan Note Holder.
The Loan Notes are to be repaid in three tranches at the end of December 2027,
the end of March 2028 and the end of June 2028.
18 DEFERRED TAXATION
2025 2024
£ £
At start of period 942,593 927,658
On revaluation of investments (18,806) 14,935
At end of period 923,787 942,593
19. 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:
2025 2024
Financial assets measured at amortised costs: £ £
Trade and other receivables 14,815 13,261
Cash and cash equivalents 38,935 1,185,386
Amounts owing from group undertakings 10,673,146 8,243,866
10,726,896 9,442,513
2025 2024
Financial liabilities measured at amortised costs: £ £
Unsecured loan notes 536,971 -
Trade and other payables 76,095 205,187
Total financial liabilities 613,066 205,187
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 2025 - - 13,768,886
At 31 December 2024 - - 16,310,197
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.
19. FINANCIAL INSTRUMENTS - continued
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 2025, 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.
20. RELATED PARTY DISCLOSURES
Included in trade and other receivables, and interest receivable in the
Statement of Profit or Loss are the following amounts in respect of group
undertakings;
Balance in trade and other receivables Interest receivable in statement of profit or loss
2025 2024 2025 2024
£ £ £ £
PXOG Massey Limited 60 26 - -
PXOG Marshall Limited 1,656,304 3,294,059 239,504 473,031
PXOG Muirhill Limited 8,719,390 4,913,281 669,201 144,553
PXEN Tatra SP. Z.o.o 58,748 36,500 5,087 1,500
Tarba Energía S.L. 3,346 3,206 - -
UOG Italia Srl 238,644 - 912 -
21. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate controlling party.
22. SHARE-BASED PAYMENT TRANSACTIONS
Share options
At 31 December 2024 and 31 December 2025 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)
2025
Brought forward 22,346,364 3.12 8.05
Lapsed during the year (146,364) -
Carried forward 22,200,000 2.21 7.38
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2024
Brought forward 17,946,364 2.84 6.61
Granted during the year 4,400,000 -
Carried forward 22,346,364 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 18/03/2022 23/09/2022 28/02/2023
Number of shares 6,300,000 3,600,000 3,700,000
Expiry date 18/03/2027 23/09/2027 27/02/2028
Exercise price (p) 5.00 8.15 12.25
Expected life of options (years) 2 2 3
Fair value at date of grant (p) 2.10 2.91 5.18
Dividend yield 0.00% 0.00% 0.00%
Expected volatility 89.40% 87.40% 87.20%
Risk-free interest 1.21% 4.03% 3.73%
Options
Date of grant 26/07/2023 03/10/2024
Number of shares 4,200,000 4,400,000
Expiry date 25/07/2028 02/10/2029
Exercise price (p) 7.00 6.4
Expected life of options (years) 3 3
Fair value at date of grant (p) 2.49 2.19
Dividend yield 0.00% 0.00%
Expected volatility 79.90 76.70%
Risk-free interest 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
£nil (2024: £96,388).
23. 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.
2025 2024
£ £
Salaries and other short-term employee benefits 323,883 382,186
Share-based payment - 54,767
323,883 436,953
Mark Routh Alasdair Buchanan Andrew Hay William Smith Total
2025 £ £ £ £ £
Salary 236,250 25,000 - 15,000 276,250
Fees - - 24,751 - 24,751
Total fees and salary 236,250 25,000 24,751 15,000 301,001
Medical insurance 15,856 - - - 15,856
Pension 7,026 - - - 7,026
259,132 25,000 24,751 15,000 323,883
2024 331,706 33,763 32,721 38,763 436,953
The Directors interests in share options as at 31 December 2025 are as
follows:
Director Number of share Exercise price Date of grant First date of exercise Final date of exercise
Mark Routh 2,100,000 5.00p 18/03/2022 17/03/2027 17/03/2027
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 900,000 5.00p 18/03/2022 17/03/2027 17/03/2027
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
2,870,000
Alasdair Buchanan 900,000 5.00p 18/03/2022 17/03/2027 17/03/2027
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
24. EVENTS AFTER THE REPORTING PERIOD
The Company began issuing Convertible Loan Notes in December 2025, raising
£565,000 prior to year-end. The issuance was completed in March 2026 raising
a further £1,434,997.
In April 2026 the Company's wholly owned subsidiary, PXEN Tatra Sp z.o.o.
("PXEN Tatra") was formally awarded the San and Dunajec onshore licence areas
in Poland.
25. CONTINGENT LIABIITIES
In April 2025, PXOG Muirhill Limited ("Muirhill"), a wholly owned subsidiary
of the Company, acquired the remaining shares it did not already own of Tarba
Energía S.L. ("Tarba") from Warrego Energy Pty Ltd ("Warrego"). Under the
terms of the acquisition, Muirhill will pay to Warrego €100,000 of deferred
consideration upon securing drilling permits. At the year end the permits had
not yet been granted.
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