Reabold Resources - Full Year Results for year ended 31 December 2025
30 June 2026
Reabold Resources plc
("Reabold" or the "Company")
Full Year Results for the year ended 31 December 2025
Reabold Resources plc, the investing company focused on developing strategic gas projects for European energy security, today announces its audited financial results for the year ended 31 December 2025 and the Annual Report is publicly available at https://reabold.com/presentations.
2025 Highlights
Rathlin Energy (UK) Limited ("Rathlin") and West Newton - PEDL 183
· Reabold increased its interest in West Newton via the acquisition of 20.4% of the shares in Rathlin from Connaught Oil & Gas Limited for a total cash consideration of £700,000. Reabold's total shareholding in Rathlin now stands at 79.8%, and its economic interest in West Newton stands at 69.9%.
· In August 2025, Reabold announced the potential use of gas produced from the existing wells at West Newton to generate on-site electricity and power crypto mining activities, and that it had entered into a non-binding Letter of Intent ("LOI") with 360 Energy, Inc. to scope and design a potential bitcoin mining solution at West Newton, subject to regulatory and third-party approvals.
· In March 2025, Paul Harris, former CEO of NEO Energy, was appointed to the Board of Rathlin.
LNEnergy - Colle Santo gas field, Italy
· In August 2025, LNEnergy's Small Scale-LNG development plan in Colle Santo, Italy, was granted a positive opinion by the Independent Environmental Impact Assessment ("EIA") Commission of the Italian Ministry for the Environment and Energy Security - a significant milestone towards the final EIA Ministerial Decree and the award of the Natural Gas Production Concession.
· In March 2025, LNEnergy Limited ("LNEnergy") acquired the entire outstanding issued share capital of LNEnergy S.r.l. LNEnergy S.r.l is the Italian company that has a 90% interest in the Colle Santo gas field in the Abruzzo region of Italy, a highly material gas resource with an estimated 65Bcf of 2P reserves1.
1 RPS estimate, September 2022
· During the year, Reabold increased its interest in LNEnergy from 29.2% to 47.6%.
· In October 2025, Reabold announced it had entered into an agreement with Beacon Energy plc ("Beacon") in which Reabold will sell its total interest in LNEnergy to Beacon in exchange for new shares in Beacon and a €16 million earn out pursuant to which Reabold will receive 25% of its pro rata share of the net cash flow from the Colle Santo project once on production. The first stage of the transaction completed in March 2026. See Review of Operations on page 7 for more detail.
KryptoByte
· In 2025, Reabold launched KryptoByte Ltd, a wholly owned subsidiary of Reabold Resources plc. KryptoByte aims to take stranded natural gas and use it to power Bitcoin mining and potentially data centres. KryptoByte would be able to purchase gas at discounted prices to power Bitcoin mining operations, offering a compelling economic advantage. KryptoByte would co-locate power generation at the well-site avoiding costly and lengthy waiting times to connect to the grid. KryptoByte would aim to roll out its business model to a number of locations, and sees further opportunities to establish data centres at locations across the UK, Europe and globally.
Other business and Corporate
· Post year-end, in April 2026, Reabold raised £4.2 million through the issue of 4,231,800,000 new ordinary shares. The net proceeds of the Fundraise will be used to progress the key West Newton project, including the funding of both Reabold and Rathlin's shares of the recompletion of the A-2 well, expected to take place in the coming months. In addition, participants in the fundraise received 1.25 warrants for each New Ordinary Share, each with a right to convert to one new ordinary share at an exercise price of 0.11 pence per share (£1.10 per share following the share consolidation in May 2026). This mechanism is intended to provide the Company with access to additional capital, in the event of a successful A-2 recompletion, and to move into early production as soon as possible.
For further information, please contact:
Reabold Resources Plc
Stephen Williams
Sachin Oza
Via our Investor Hub
Cavendish - Nominated & Financial Adviser and Broker
Neil McDonald
Pearl Kellie
+44 (0) 20 7220 0500
Camarco
Billy Clegg
Rebecca Waterworth
Sam Morris
+44 (0) 20 3757 4980
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Notes to Editors
Reabold Resources PLC is a UK-based upstream oil and gas investment company focused on generating returns through investment in low-risk energy projects with high potential upside. Investment activity is undertaken through strategic equity stakes in proven undeveloped gas discoveries with significant resources and near-term production potential, primarily across the UK and continental Europe. To support its investment strategy, Reabold balances proceeds from asset sales between shareholder returns and re-investment in new projects, with a focus on contributing to European energy security while achieving significant valuation uplift through clear monetisation pathways.
Strategic Report
Chairman's letter
2025 was a year of significant progress and strategic transformation for Reabold. Our focus remained on developing European gas assets to secure gas supply and energy security by unlocking potential sources of near-term domestic gas supply, at a time when the continent has continued to be exposed to potentially significant gas supply disruptions. We achieved several key milestones across our portfolio, particularly at our two core gas assets, West Newton in the UK and Colle Santo in Italy. Both projects are highly material assets with the potential to deliver substantial benefits for European energy security.
A key achievement was at West Newton where we increased our interest in Rathlin to 79.8%, resulting in an increased overall economic interest of 69.9% in the licence (PEDL 183). This increased economic interest underscores our commitment to the development of what is the largest undeveloped onshore gas field in the UK. In March 2025, we were delighted to announce the appointment of Mr. Paul Harris, former CEO and COO at UK operator NEO Energy, as an independent non-executive director of the Board of Rathlin, bringing 35 years' experience in progressing UK hydrocarbon projects. His expertise will be invaluable as we advance West Newton towards the next phase of development.
In parallel, we continued to explore opportunities to maximise the value of the West Newton asset. In this regard we announced the potential for early monetisation through the use of gas produced from the existing wells to generate on-site electricity and power for crypto mining activities. Rathlin entered into a non-binding LOI with 360 Energy, Inc. to scope and design a potential Bitcoin mining solution at the project, subject to regulatory and third-party approvals, as a precursor to the full development of the field. In addition to this initiative, we launched KryptoByte Ltd, a wholly owned subsidiary aimed at transforming stranded natural gas, into power for Bitcoin mining and potentially data centres. This positions Reabold at the forefront of the energy-to-digital infrastructure space in the UK, with the potential to leverage our assets to create new revenue streams in what is believed to be a key growth area of the economy in the coming years, demonstrating our ability to explore innovative ways to maximise asset value for our shareholders.
Our investment in LNEnergy also delivered important progress during the year. We increased our shareholding from 29.2% to 47.6% in a year of significant regulatory progress for the Colle Santo gas project in Italy. The project achieved a major milestone with the Independent Environmental Impact Assessment ("EIA") Commission of the Italian Ministry for the Environment and Energy Security issuing a positive opinion on the Small-Scale LNG development plan. This brings the project closer towards the award of a Natural Gas Production Concession.
We signed a sale and purchase agreement with Beacon In October 2025, and successfully crystallised value from the Colle Santo project in March 2026, selling our total interest in LNE to Beacon for a €16 million earn out mechanism and 29% of the enlarged capital of Beacon, achieving for shareholders a significant uplift in value from initial investment and ensuring that they will continue to benefit from the attractive cash flow generated from the project, whilst protecting them from any further funding requirement.
The momentum achieved across our portfolio during 2025 has continued into the current year. We strengthened our financial position through a successful £4.2 million equity raise, which will support the next phase of work at West Newton, including the funding of the recompletion of the A-2 well, expected to take place later this year.
The importance of Reabold's aims to contribute to Europe's energy security by unlocking potential sources of near-term domestic energy supply is particularly significant at a time when Europe is exposed to energy supply disruptions. As we look to 2026 and beyond, Reabold is well-positioned to deliver on these aims and strategic priorities. Our disciplined capital allocation, and innovative approach to value creation provide a robust foundation for the development of the West Newton project.
On behalf of the Board, I would like to thank our shareholders for their continued support and we look forward to updating you on our continued progress in the year ahead.
Jeremy Edelman
Chair
29 June 2026
Strategy and business model
Reabold is an investing company focussed on developing strategic European gas assets to secure European gas supply and energy security. Reabold has a diversified portfolio of gas assets comprised of development, appraisal and exploration projects. Reabold aims to generate shareholder value by making disciplined and focused investments to grow our business. Reabold's strategy is to invest in existing undeveloped gas discoveries with significant resources and near-term production potential, which have considerable valuation uplift potential and a clear monetisation plan. Proceeds from monetisation events are balanced between shareholder returns and re-investment into new and existing projects.
We are preparing for the future and responding to the increased focus on energy security brought about by the rise in geopolitical conflict and instability in the region, and globally. Concern about energy shortages and vulnerability to geopolitical events has prompted many governments to prioritise access to more domestically produced energy and reduce their dependency on imported gas. Reabold aims to contribute to Europe's energy security by unlocking potential sources of near-term domestic gas supply, at a time when the continent is exposed to significant gas supply disruptions.
We are focused on the disciplined allocation of capital to deliver on our strategic objectives. Reabold's focus in 2025 was on its two key gas assets: West Newton (UK onshore) & Colle Santo (Italy onshore). Both assets are highly material, undeveloped gas discoveries in Europe. Full details of these operations are included in the Review of Operations.
We are also developing our strategy in response to the massive energy demands of artificial intelligence. In 2025, we launched KryptoByte Ltd, a wholly owned subsidiary of Reabold Resources plc. KryptoByte aims to take stranded natural gas and use it to power Bitcoin mining and potentially data centres. KryptoByte would be able to purchase gas at discounted prices to power Bitcoin mining operations, offering a compelling economic advantage. KryptoByte would co-locate power generation at the well-site avoiding costly and lengthy waiting times to connect to the grid. KryptoByte would aim to roll out its business model to a number of locations, and sees further opportunities to establish data centres at locations across the UK, Europe and globally. Please see Review of Operations for further detail.
Reabold is evolving from a traditional upstream investment company into a hybrid energy-investment and energy-to-compute technology play, using its gas assets not just for commodity sales but as a feedstock for next-generation digital infrastructure value creation.
Key performance indicators (KPIs)
The Group's main business is to invest in direct and indirect interests in exploration and development gas projects. Reabold's long-term strategy is to re-invest capital generated through monetisation of its investments into new projects in order to grow the Company and create value for its shareholders. Reabold tracks its new business development objectives through the building of a risk-balanced portfolio of assets. Reabold reviews its KPIs on an ongoing basis as it moves through the lifecycle of its strategy to ensure they continue to serve as a useful measure of our strategic performance.
The Board assesses the performance of the Group across measures and indicators that are consistent with Reabold's strategy and investor proposition. Given where Reabold is in its maturity and stage of development, numerical and formulaic target setting is not appropriate. The current KPIs allow the Board to assess performance based on areas where management's efforts should be focused. As the company grows and evolves, more specific targets will be set.
The KPIs are:
KPI
Definition
Performance
KPI 1
Portfolio enhancements
Grow value through material investments, project delivery and commercial discoveries
· During 2025, Reabold increased its investment in LNEnergy by 18.4% to 47.6%. In August 2025, LNEnergy received a positive opinion by the Italian Ministry for the Environment and Energy Security - a significant milestone towards the final EIA Ministerial Decree and the award of the Natural Gas Production Concession. The Colle Santo gas field is a highly material gas resource with an estimated 65Bcf of 2P reserves, with two production wells already drilled and flow-tested, making the field development ready. LNEnergy believes that the field has the potential to generate an estimated €11-12m of gross post-tax free cash flow per annum. Reabold has built up a material stake in the project ahead of crystallising value in 2026. See Review of Operations for further detail.
· In January 2025 Reabold increased its interest in West Newton via the acquisition of 20.4% of the shares in Rathlin from Connaught Oil & Gas Limited for a total cash consideration of £700,000, increasing exposure to the West Newton project at a very attractive price and providing pathways for future financing/monetisation/liquidity events ahead of drilling the horizontal producer well. Reabold's total shareholding in Rathlin now stands at 79.8%, and its economic interest in West Newton stands at 69.9%.
KPI 2
Future financial prosperity
Liquidity events, and successful fundraising
· In October 2025, Reabold announced it had entered into an agreement with Beacon in which Reabold will sell its total interest in LNEnergy to Beacon for a €16 million earn out pursuant to which Reabold will receive 25% of its pro rata share of the net cash flow from the Colle Santo project once on production. Additionally, Reabold will receive new shares in Beacon, a listed company, and will subscribe for additional shares as part of a placing, to take its shareholding to approximately 28.1% of the enlarged capital of Beacon. See Review of Operations for further details.
· In 2025, Reabold management successfully brought a US strategic investor (Rohan Oza) onto the share register. The presence of this credible, long-term investor has strengthened the company's profile. In addition, the investment was a meaningful endorsement of the company's strategy and has positioned the company more favourably in accessing external capital, which the company successfully did in Q2 2026. See note 27 - Post-balance sheet events for further details
KPI 3
Financial discipline
Ensuring business is run to budget via accurate forecasting, maintaining significant cash buffer and resilient balance sheet. Management tracks G&A spend against budget
· Cash position as at 31 December 2025 was £2.1 million (2024: £6.2 million). Post year end Reabold raised gross proceeds of £4.2 million. Cash as at 30 April 2026 was £4.5 million. The Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements. See Note 1 - going concern, to the financial statements.
· Net assets as at 31 December 2024 were £35.7 million (2024: £38.9 million)
· G&A was up £0.7 million in 2025 following the acquisition of Rathlin but was flat on a like for like basis. G&A in Rathlin was reduced by 9% in 2025 following Reabold's acquisition and we expect further reductions in 2026.
· Please see the Financial Review for more details
KPI 4
Growth in NAV per share. NAV per share is extracted from broker research notes and represents the discounted value of all future cash flows expected from the company's portfolio divided by the share count to establish a target price.
· Broker risked NAV at year end 2025 was 0.48p/sh (2024: 0.49p/sh)
KPI 5
Total shareholder return over a calendar year. Total shareholder return is defined as the change in share price plus dividends
· The share price started the year at 0.05p and finished the year at 0.05p
KPI 6
Risk and controls
Zero recordable incidents, ethical misconduct, breaches of laws or regulations, penalties. Accurate and compliant financial resources data
· The Group did not have any recordable incidents or injuries in 2025. There were no instances of misconduct, breaches of laws or regulations, regulatory actions or penalties. The Group was compliant with all its financial reporting deadlines.
Co-Chief Executive Officers' Review of Operations
A renewed focus on energy security has underscored the enduring importance of oil and gas within an increasingly complex and uncertain global landscape. As energy demand continues to rise, driven by data centres, AI, and electrification, energy remains central to economic and societal stability. We believe stable government policy is essential to enable long-term investment, and by fully unlocking our project portfolio, we are confident in delivering strong, attractive returns for investors.
Italy - LNEnergy
Colle Santo Gas Field
With 65bcf of 2P reserves, as estimated by RPS as of 30 September 2022, Colle Santo is a highly material undeveloped onshore gas resource. Reabold believes this is the largest onshore proven undeveloped gas field in mainland Western Europe. Two wells have already been drilled and are available for production, with no additional drilling being required. The development will consist of a small-scale LNG facility to produce initially at 10mmcf/d from the existing two wells with over 20 years of ultimate production. LNEnergy Ltd ("LNEnergy") believes that the field has the potential to generate an estimated €11-12 million of gross post-tax free cash flow per annum.
The Colle Santo gas fieId is development ready subject, primarily, to concession award. In August 2025, Reabold announced that LNEnergy's Small Scale-LNG development plan in Colle Santo was granted a positive opinion by the Independent Environmental Impact Assessment Commission of the Italian Ministry for the Environment and Energy Security ("MASE"). This is a significant milestone towards the final EIA Ministerial Decree and the award of the Natural Gas Production Concession expected in Q3 2026. At the end of the regulatory journey, LNEnergy will be enabled to operate the two existing gas wells and to develop the project to produce liquified natural gas ("LNG").
In March 2025, Reabold announced that LNEnergy had entered into a binding purchase and sale agreement to acquire the entire outstanding issued share capital of LNEnergy S.r.l for a total deferred consideration of US$11m plus a 4% net profits interest. LNEnergy now holds a 100% interest in LNEnergy S.r.l, the Italian company that has a 90% interest in, and is seeking regulatory approval for the development of, the Colle Santo gas field in Italy.
LNEnergy's application for concession has been recognised by MASE as a project that meets the requirements of the Italian government's National Integrated Plan for Energy and Climate and National Plan for Economic Recovery, for which €12 billion in grants and economic incentives have been made available by executive decree.
In May 2025, Reabold announced it had converted £500,000 of outstanding convertible loan notes into 374 ordinary shares of LNEnergy Limited at an average price of £1,350 per share. Following this conversion, Reabold held approximately 45.1% of LNE's enlarged share capital. In July 2025, Reabold increased its interest in LNEnergy to 46.2% following the conversion of a £40,000 convertible loan made in May 2025. In the second half of the year, Reabold participated in a share issue through exercise of its pre-emption rights, subscribing for an additional 256 shares at a price of £1,200 per share. Reabold's shareholding in LNEnergy at 31 December 2025 stood at 47.6%.
In October 2025, we signed an agreement to sell our total interest in LNEnergy to Beacon in exchange for new shares in Beacon and a €16 million earn out pursuant to which Reabold will receive 25% of its pro rata share of the net cash flow from the Colle Santo project once on production. The transaction will be completed in two stages. The first stage completed in March 2026 as per below.
In March 2026 Beacon successfully completed a fundraise raising gross proceeds of £3.8 million, re-admitted its shares to trading on AIM and initially acquired 49% of Reabold's holding in LNEnergy. The fundraise will be used to finance the Colle Santo project through FID and towards first production, as well as the associated required working capital. Reabold supported the fundraise by participating with an investment of £750,000.
Beacon will subsequently acquire the balance of Reabold's holding in LNEnergy ("Second Acquisition"). The Second Acquisition is anticipated to complete in Q3 2026 upon certain conditions being satisfied, including the project being awarded a Production Concession.
The Second Acquisition long stop date is 12 months from the execution of the Agreement, which can be extended by mutual agreement between Reabold and Beacon.
Under the terms of the SPA, Reabold will receive new shares in Beacon equal to approximately 28.1% per cent of the enlarged share capital of Beacon. In addition, Reabold will receive contingent consideration based on the net cash flow of LNEnergy, subject to a cap of €16 million (assuming the Second Acquisition completes).
UK Onshore
Rathlin Energy (UK) Limited and West Newton - PEDL183
West Newton is an onshore hydrocarbon discovery located north of Hull, England. To date, three discovery wells have been drilled at West Newton (A-1, A-2 and B-1z) confirming a major discovery - potentially one of the largest hydrocarbon fields discovered onshore UK. Rathlin is the operator of the PEDL 183 licence and holds a 66.67% interest.
In January 2025, Reabold announced it had completed the acquisition of 20.4% of the shares in Rathlin from Connaught Oil & Gas Limited for a total cash consideration of £700,000, taking Reabold's shareholding in Rathlin to 79.8%. Reabold also holds a direct 16.67% direct licence interest in PEDL 183 giving Reabold a 69.9% economic interest in PEDL 183.
As part of the work programme for PEDL 183, the JV is required to recomplete the A-2 well and conduct an Extended Well Test (EWT) or before 30 June 2027. Following Reabold's recent £4.2 million equity raise in April 2026, we plan to carry out the recompletion and EWT in the second half of 2026, using the net proceeds to fund both Reabold and Rathlin's shares of the recompletion. The JV partnership believes this is a low risk and low cost approach to derisk the project.
In February 2026, the EA issued the permit allowing for recompletion works to be carried out at the A-2 well. We believe West Newton is an important strategic asset to the UK as the country looks to secure domestic energy supply for secure and affordable energy, at a time when the country is exposed to potentially significant gas supply disruptions.
KryptoByte Limited ("KryptoByte")
Ahead of the planned longer term full field development at West Newton, we have been evaluating ways of generating additional value through early production schemes. In particular, we have been looking at development concepts that would co-locate gas-powered generators and crypto mining equipment at the West Newton A and West Newton B sites, which would be fuelled by the natural gas produced from the existing wells at those sites, namely; A-1, A-2 and B-1z.
In 2025, we launched KryptoByte, a wholly owned subsidiary of Reabold, representing Reabold's strategic evolution into the digital infrastructure space. KryptoByte aims to transform stranded energy into digital assets. KryptoByte intends to purchase stranded natural gas, at a discount, to power Bitcoin mining operations. KryptoByte will look to roll this model out across the UK, Europe and globally, making it an early mover in the European Bitcoin mining space. We believe that the creation and accumulation of new Bitcoin through mining operations offers a significantly enhanced, sustainable return, and one which is superior to simple cash purchases and accumulation of Bitcoin on the balance sheet, popularly referred to as a Bitcoin treasury strategy. Generating early revenue from the existing well stock also moves the West Newton project further forward in unlocking the full value of this significant natural gas resource, which we believe will play an invaluable role in UK energy security in the years ahead. Successful implementation of such a project could allow for the development of a larger scale data centre at site, which would not preclude the potential for gas to grid, or gas to industrial consumption development options.
In addition, the UK government's AI Opportunities Action Plan, announced in January 2025, set out new measures that will create dedicated AI Growth Zones. We believe that AI/data centres will be a key growth area of the UK economy in the coming years, and that West Newton's onshore setting and low operating costs also render it ideal for powering co-located data centres at the existing well sites from domestically produced gas.
UK Offshore
Reabold holds a 10% non-operated interest in Licence P2659 in the Southern North Sea, The other partners on the licence are Horizon Energy Acquisition Limited (45%) and Horizon Energy Partners Limited (45%). The licence covers blocks 37/26 and 37/27 and the initial Phase A work programme commitments for the licence are focused on completing an advanced geophysical processing study using 475 sq km of existing 3D seismic data.
Romania - Danube Petroleum Limited
Reabold has a 50.8% equity position in Danube Petroleum Limited ("Danube"), with ASX listed ADX Energy Ltd ("ADX") holding the remaining 49.2%. Danube, via its wholly owned subsidiary ADX Energy Panonia S.R.L. ("Panonia"), has a 100% interest in Iecea Mare production licence in Western Romania.
On behalf of Danube, ADX has been engaged in ongoing discussions with the regulatory authority (ANRMPSG - National Regulatory Authority for Mining, Petroleum, and Geological Storage of Carbon Dioxide previously known as National Agency for Resources and Minerals (NAMR)) in relation to options for the extension of the Parta exploration licence (Parta).
Panonia has been unable to perform the work plan in Parta due to regulatory constraints, delays and operational
access restrictions. ADX was reluctant to enter exploration phase 2, with additional significant commitments,
due to the inability to perform the phase 1 program despite its reasonable efforts. As a result, ADX has been in
discussions with the Romanian Regulatory Authorities regarding an extension of the Parta licence. Despite
repeated requests, the Regulatory Authority has advised that the exploration phase 1 of the licence has expired.
Additionally, the Regulatory Authority has issued Panonia with invoices totalling EUR 4.2 million relating to alleged
expenditures relating to the unperformed exploration commitments applicable to Parta. ADX, on behalf of Panonia, will formally dispute these invoices on the basis of having incurred significant costs to
address the unforeseen challenges attributable to the work program, as well as due to the regulatory delays and
access restrictions which have prevented Panonia from entirely fulfilling the work program, and denied Panonia
the ability to benefit from the potential upside from making a discovery. The Iecea Mare production licence which has a validity of 20 years is not affected by the discussions. However as a result of the adverse changes in the regulatory environment, and portfolio choices made by Reabold, we have taken the decision to fully impair our investment in Danube. See note 14 for the book value of associates.
USA - Daybreak
Reabold has a 42% shareholding in Daybreak Oil and Gas Inc ("Daybreak"). Reabold treats its investment in Daybreak as a financial asset - see Note 1 Use of judgements for further details. Daybreak is an OTC traded oil and gas company engaged in the exploration, development and production of onshore crude oil and natural gas, primarily in California. Further details on Daybreak can be found on its website at www.daybreakoilandgas.com/.
Sachin Oza
Stephen Williams
Co-Chief Executive Officer
Co-Chief Executive Officer
29 June 2026
Financial review
Group Income Statement
The loss attributable to Reabold Resources plc shareholders for the year ended 31 December 2025 was £7.8 million (2024: £3.4 million). With non-controlling interest included, the loss for the period was £7.9 million. (2024: £3.4 million) The increase was primarily due to Reabold's non-cash impairment charge of £4.0 million relating to Reabold's investment in Danube.
Reabold's share of loss from associates was £1.1 million (2024: £1.0 million). A reduction of £0.5 million of losses from Rathlin as a result of reclassifying Rathlin as a subsidiary in January 2025 was offset by an increase of £0.5 million of losses in Danube as a result of impairments related to the Parta licence in Romania. See Note 14 for more information.
Exploration expenses decreased by £0.3 million to less than £0.1 million in 2025 as a result of licence relinquishments in the North Sea throughout the prior year. See Notes 4 and 11 for further details.
Administrative expenses for the year were up from £2.0 million in 2024 to £2.7 million in 2025. This reflected the consolidation of Rathlin into the Group at the end of January 2025. Rathlin contributed approximately £0.7 million to the £2.7 million Group administrative expenses in 2025.
Share-based payments were £143,000 (2024: £153,000). The decrease was primarily due to a lower share price at the time of granting the shares in 2025 compared to 2024. See note 22 for further details.
Finance income of £75,000 (2024: £169,000) primarily represented interest income earned on cash deposits and has decreased as a result of a lower average cash balance in 2025.
Finance costs of £68,000 (2024: £18,000) represent the non-cash discount unwind on the West Newton decommissioning provision. The increase reflects the contribution from Rathlin's decommissioning provision on West Newton which was consolidated into the Group in 2025.
Group Balance Sheet
Exploration and evaluation assets increased from £7.0 million at 31 December 2024 to £29.0 million at 31 December 2025. The main driver for the significant increase in the balance is the £22.6 million value attributed to Rathlin's 66.67% interest in West Newton consolidated into the Group accounts following Reabold's acquisition of a controlling stake in Rathlin in January 2025.
Investments in associates was £5.4 million compared with £26.1 million at year end 2024. The decrease was a result of derecognising Rathlin as an associate following Reabold's acquisition of a controlling stake in Rathlin in January 2025. The total investment derecognised at acquisition was £16.7 million. In addition, an impairment of £4.0 million was recognised against the investment in Danube.
The decrease in cash and cash equivalents from £6.2 million at 31 December 2024 to £2.1 million at 31 December 2025, reflected cash outflows from operations of £2.6 million and capital expenditure of £1.5 million.
Current trade and other payables increased to £0.2 million at 31 December 2025 from £0.1 million at the end of 2024 reflecting the contribution from the enlarged business as a result of the Rathlin acquisition.
Decommissioning provisions increased from £0.4 million at year end 2024 to £0.7 million at 31 December 2025 as a result of consolidating Rathlin's share of the decommissioning liability at West Newton.
At 31 December 2025, equity attributable to Reabold Resources plc shareholders was £31.6 million (31 December 2024: £38.9 million), and equity attributable to minority interests was £4.2 million (31 December 2024: £Nil). The minority interest represents the 20.2% interest in Rathlin that Reabold does not own.
Group cash flow statement
Net cash used in operating activities was £2.6 million in 2025, compared with £2.3 million in 2024. Higher admin costs of £0.5 million following the consolidation of Rathlin in 2025 were offset by a reduction in working capital outflows of £0.2 million.
Cash flow from investing activities in 2025 was an outflow of £1.5 million compared with an inflow of £3.2 million in 2024. The cash flow from investing activities in 2025 included investments in associates of £0.7 million (2024: £1.0 million) primarily related to LNENergy, and the acquisition of Rathlin, net of cash acquired, of £0.1 million. Capital expenditures at West Newton totalled £0.7 million compared with £0.3 million in 2024 as a result of accounting for Rathlin's share of capital expenditure from 1 February 2025. Divestment proceeds in 2025 were £Nil compared with £4.4 million in 2024 relating to contingent consideration received from the sale of Corallian to Shell in 2022.
Cash flow from financing activities in 2025 was an outflow of £42,000 relating to lease payments compared with outflows of £110,000 in 2024, mainly relating to the repurchases of shares.
Liquidity
Cash and cash equivalents were £2.1 million at 31 December 2025 (2024: £6.2 million). The only debt the Group has is in the form of lease liabilities which are less than £0.1 million. Gross proceeds of £4.2 million were raised in April 2026, resulting in a cash balance of £4.4 million as at 31 May 2026.
Commitments
The Group does not have any signed contractual capital commitments as at 31 December 2025 (2024: nil), however the group does have obligations to carry out defined work programmes on its licences, under the terms of the award of rights to these licences. The Company is not obliged to meet other joint venture partner shares of these programmes.
PEDL 183
Reabold's minimum work programme for PEDL 183 is as follows:
· Recomplete WNA-2 and carry out EWT on or before 30 June 2027
· Investment decision and long term EWT / Datacentre development on or before 30 June 2028,
· Investment decision and drill horizontal well on or before 30 June 2029, and
· Test horizontal well and submit a field development plan on or before 30 June 2030
Reabold anticipates re-entering and recompleting an existing WNA-2 well in the second half of 2026 in order to establish sustained gas flow. The gross cost for the JV to re-enter and re-complete is expected to be c.£3.0 million.
UK Southern North Sea
The initial four year Phase A work programme commitments for the licence are focused on completing an advanced geophysical processing study using 475 sq km of existing 3D seismic data.
Environmental, Social and Governance (ESG) Statement
Reabold is committed to the highest standards of environmental, social and governance processes and we incorporate these responsibilities into our operational decision-making and investments. We regularly review our approach, policies, and processes across key areas.
As Reabold is a small AIM listed company with fewer than 500 employees, it is not required to make climate - related financial disclosures, however we fully recognise that the oil and gas industry, alongside other stakeholders such as governments, regulators and consumers, must contribute to reduce the impact of carbon-related emissions on climate change, and is committed to contributing positively towards the drive to net-zero, therefore we have voluntarily reported certain ESG factors where relevant below. Our governance framework is described within the Corporate Governance Report on page 25.
Environment
Greenhouse Gas Emissions (GHG)
The GHG Protocol's Corporate Accounting and Reporting Standard defines three scopes of GHG emissions:
· Scope 1: direct GHG emissions from sources under Reabold's operational control.
· Scope 2: indirect GHG emissions from generation of purchased energy consumed by Reabold assets under
operational control.
· Scope 3: other indirect GHG emissions, that occur in the value chain, e.g. emissions associated with the use of any energy products sold by Reabold.
At present, emissions are not material to the Group's current operations.
The Group does not have any assets that are yet in the development or production stage and therefore the business has no scope 1 GHG emissions from any of our operations.
Reabold leases a small office space in London which is managed by a service company which is responsible for tracking the energy consumption. Reabold receives no invoices for electricity consumption and therefore does not report any scope 2 emissions.
For oil and gas companies, scope 3 emissions from the use of our energy products (Category 11) form the largest component of the indirect Scope 3 emissions, Reabold does not produce any energy products at present and therefore has no scope 3 category 11 emissions. Reabold has not performed an assessment of the other scope 3 categories.
Managing our environmental footprint is an important objective for Reabold. We are committed to assessing emissions if and when any of our projects within our operational control enter production.
Balanced energy transition
We support a balanced energy transition where the world maintains a secure and affordable supply of energy, while building the clean energy system of the future. Gas and LNG are viewed as key transition fuels because they are versatile, reliable and lower-carbon than coal in power generation, and they can help balance renewable energy in power systems. Reabold's core assets include our gas project at West Newton and our LNG project in Italy. Both assets are highly material, undeveloped gas discoveries in Europe. We believe that supplying gas and LNG will be the biggest contribution we will make through the next decade of the energy transition as we help to build the energy system of the future.
The role of oil and gas are expected to remain important for decades. Our focus is on minimising carbon emissions and the environmental footprint of the projects we invest in, whilst continuing to contribute positively to the demand for energy and products that require hydrocarbons in the supply chain. The pace of transition to a lower carbon economy and cleaner fuels is uncertain, and will be heavily influenced by government policy. The challenge is to meet the world's energy needs sustainably and efficiently, which requires managing and reducing harmful emissions.
Diverging global attitudes toward ESG and sustainability has become a notable issue for our industry. In 2025, and more recently, political and geopolitical developments have reshaped global attitudes towards sustainability and intensified debates and division over the role of sustainability in economic and investment decision-making. A renewed focus on energy pragmatism and scepticism towards the pace and cost of decarbonisation has placed political and legal pressure on net zero commitments.
In the UK in particular, we believe it is common sense to support the oil and gas industry to protect jobs, reduce our reliance on carbon heavy imports and generate greater domestic economic and energy security until such time renewables are available commercially and at scale. Despite the current circumstances of an excessive tax rate combined with fiscal and regulatory uncertainty, we are confident that Reabold can make smart, responsible investment decisions in a manner that that is financially prudent and also considers and is transparent about our impacts on the environment and society.
Reabold actively encourages and expects its investee and group companies to continuously strive to minimise the potential environmental impact of operations by:
· Implementing controls to identify and prevent potential environmental risks
· Implementing controls during operations to avoid accidental spills, or leaks of polluting materials
· Managing water with due consideration
· Targeting high energy efficiency levels in drilling and other activities
· Limiting unnecessary wastage
· Handling waste products in an environmentally responsible manner
· Regularly assessing the environmental consequences of operations
The operators have developed systems, controls and processes to integrate climate related considerations, in order to meet these objectives. For example one can read the approach and policies of Rathlin Energy, operator of the West Newton PEDL 183 licence, on its website at www.rathlin-energy.co.uk, and of LNEnergy, operator of the Colle Santo project in Italy, on its website at https://www.sviluppocollesanto.it/.
Focus on energy efficient extraction and drilling to reduce carbon intensity
Reabold's assets are primarily small to medium sized, proven oil and gas fields at relatively shallow depth. As such, the intensity of drilling required is considered low relative to industry standards and we do not conduct energy intensive prospecting activities, reducing the impact on the environment. We encourage the operators of our assets to use the most energy efficient drilling methods. As the energy mix evolves towards a higher percentage of renewables in the countries in which we operate, we anticipate a greater share of our energy consumption will be purchased from green sources.
United Kingdom
Our West Newton site in the United Kingdom is located close to areas with a high demand for energy. Consequently, we expect that hydrocarbons produced locally and consumed locally will displace imported hydrocarbons thereby resulting in lower carbon emissions overall. This will provide greater security of supply to the UK as well as providing jobs and supporting UK industry, compared to the alternative of importing fuel. The COVID-19 pandemic highlighted the importance of our critical national infrastructure and, more recently, the war in Ukraine and the conflict in the Middle East has been a stark reminder that energy security cannot be taken for granted.
A renewed focus on energy security has brought with it a broader recognition that oil and gas will still represent a significant part of the global energy system for decades to come. We believe that natural gas has an important role to play in the energy transition, bridging the gap on the journey from fossil fuels to a renewable, zero-carbon future and helping to supply stable and affordable energy to UK homes and businesses as part of a lower-carbon energy supply mix. To that end, we continue to explore ways to invest and monetise gas projects such as the Colle Santo gas project in Italy.
Reabold takes its commitment to responsible hydrocarbon production very seriously. It is integral to our decision-making that we reflect on our impact on the community and the environment. In May 2024, Reabold commissioned GaffneyCline to perform a carbon intensity study for the West Newton field. The GaffneyCline study highlighted the following:
· The West Newton project has an AA rating for Carbon Intensity for its potential upstream gas and condensate production, the lowest possible carbon intensity rating category on GaffneyCline's scale
· The West Newton field has a Carbon Intensity that is significantly lower than the UK average and onshore and offshore analogues. It is also significantly lower than the average imported LNG, based on the NSTA Natural Carbon Footprint Analysis published in July 2023
· Based on the study, GaffneyCline estimates that West Newton could produce the equivalent of just 2.87 grams of CO2 per megajoule of energy developed (gCO2eq./MJ)
· As the development proceeds and project knowledge increases, there is potential to improve the Carbon Intensity by further reducing fugitive, flaring and venting emissions and by gas-to-grid development, reducing on site gas and condensate processing, and using the shortest possible route to the National Grid
The AA rating demonstrates the low carbon credentials of the West Newton project and is an example of the opportunities available in the UK to power the country through lower carbon, home grown energy, rather than relying on expensive and more carbon intensive imports.
We believe West Newton is an important strategic asset to the UK as the country looks to secure domestic energy supply for secure and affordable energy, at a time when the country is exposed to potentially significant gas supply disruptions. The study proves that the operator, Rathlin, is a responsible hydrocarbon producer complying with best environmental practice to produce much needed UK hydrocarbons in the most efficient and environmentally friendly way possible.
Italy
The development plan for Colle Santo involves converting gas to LNG directly onsite using a small modular LNG processing unit. The LNG will be trucked a short distance (7 km) to an entry point into the SNAM transmission grid. There will be no new drilling due to two existing wells already drilled and tested. There will be on-site CO2 capture of 1,400 tonnes CO2 equivalent per year, and connected hydrogen production facilities.
LNG provides energy security and flexibility because it can be easily transported to places where it is needed most. LNG is a critical fuel in the energy transition and plays an important role as a lower-carbon alternative to coal for industry, and provides grid stability alongside wind and solar power in electricity generation. It is the lowest-carbon fossil fuel, producing around 50% less carbon emissions than coal when used to generate electricity.
In mid-2026, we expect to complete the divestment of our investment in LNEnergy in exchange for a 28.1% interest in Beacon Energy plc and the retention of up €16.2 million of cash flows from the Colle Santo project.
Health & Safety
Reabold wishes to build value through developing sustainable relationships with partners and the community. We comply with all applicable legislation; and design and manage our activities to prevent pollution, minimize environmental and health impact and provide workplaces free of safety hazards.
The Company is committed to high standards of health, safety and environmental ("HSE") protection; these aspects command equal prominence with other business considerations in the decision-making process.
HSE protection are responsibilities shared by everyone working for the Company and the full support of all staff, partners and contractors is vital to the successful implementation of the policy. We ensure, as far as reasonably practicable, that all personnel are aware of their delegated HSE responsibilities and are properly trained to undertake these.
We strive for continuous improvement in our HSE performance and measure this by setting objectives and targets consistent with the aims of this policy.
HSE performance is routinely monitored and reported regularly to the Board of Directors, which will ensure that the necessary resources are provided to support this policy fully.
As we implement our strategy, the nature of our operations may expose us to a wider range of safety risks. Before conducting operations, we will plan to execute our work with the aim of preventing harm to people or leaks to the environment and to be prepared to respond if something goes wrong.
Governance
As an AIM-quoted company, Reabold is required to apply a recognised corporate governance code, demonstrating how the Company complies with such corporate governance code and where it departs from it.
Please see pages 25 to 30 for the Chair's corporate governance statement and how Reabold has applied the 10 principles of the 2023 QCA code.
Principal risks and uncertainties
Reabold operates in an environment subject to inherent risks and uncertainties. The Board regularly considers the principal risks to which the Group is exposed and monitors any agreed mitigating actions. The overall strategy for the protection of shareholder value against these risks is to carry a broad portfolio of assets with varied risk/reward profiles, and to retain adequate working capital. The risks faced by the Group can, and are likely to, change with progress in the Group's strategy and developments in the external business environment.
The risks discussed below, separately or in combination, could have a material adverse effect on the implementation of our strategy, our business, financial performance, liquidity, prospects, shareholder value and returns and reputation.
Risks
Mitigation
Strategic, Commercial and Operational Risks
Investment Returns: Stock market support may be eroded, lowering investor appetite and obstructing fundraising if we fail to scale our business at pace, make poor investment choices or fail to sustain and develop a high-quality portfolio of assets.
· Management regularly communicates its strategy to shareholders.
· Focus is placed on building a diverse and resilient asset portfolio capable of offering prospectivity throughout the business cycle. The Group continually reviews its portfolio of assets to identify internal growth opportunities.
· The Group seeks to limit its financial dependence on any one single asset by holding a diversified portfolio and re-investing capital generated through monetisation of its investments into new projects in order to grow the Group and create value for its shareholders.
· The Group engages with a range of advisers and active competitor monitoring to provide a range of opportunities for screening.
· The Group also engages third-party assurance experts to review, challenge and, where appropriate, make recommendations to improve the processes for project management, cost control and governance of projects.
· The Directors regularly monitor the appropriateness of the strategy taking into account both internal and external factors, and the progress in implementing the strategy, and may modify the strategy based on developments.
Prices and Markets: The prices of crude oil can be volatile. Supply and demand is influenced by factors such as natural disasters, pandemics, geopolitical conflicts and economic conditions including inflation. Government policies can also impact prices. Decreases in oil and/or gas prices could make some projects unprofitable, leading to impairments and limiting the company's ability to sustain investments. High prices can lower demand and increase operating costs. Assumptions used for investments decisions can be inaccurate in volatile economic conditions potentially leading to lower than expected returns.
· Contingency is built into the evaluation, planning and budgeting process to allow for the downside movements in commodity prices.
· Reabold's business model is to invest in undervalued oil and gas assets that would be able to deliver profitably under current reasonable oil/gas price assumptions, are at the lower end of the industry cost curve and will be competitive against other sources of hydrocarbons.
Accessing, progressing and delivering hydrocarbon projects: Inability to access and progress hydrocarbon resources could adversely affect delivery of our strategy. Challenging operational environments and other uncertainties could impact drilling and production activities. Challenges include uncertain geology; the existence and availability of necessary technology and engineering resources; the availability of skilled labour; the existence of transport infrastructure; project delays; the expiration of licences; delays in obtaining required permits; potential cost overruns; and technical, fiscal, regulatory, political and other conditions. We may fail to assess or manage these and other risks properly which could impair our ability to realise the full potential value of the project, leading to impairments.
· The Group and its investee companies undertake extensive analysis of available technical information to determine work programmes.
· Appraisal programmes are designed to de-risk the overall field development. Well and seismic data is continually reviewed to best allocate capital and make drilling decisions.
· Downside risk can be reduced by entering into risk sharing arrangements.
· The Group retains working capital reserves to cover any delays or cost overruns
Liquidity, financial capacity and financial exposure: External market conditions can impact our financial performance. Insufficient liquidity and funding capacity of the Group and its investee companies could adversely impact the implementation of the Group's strategy and restrict work programmes due to lack of capital.
· Management has a clear strategy for value realisation and creation
· Cash forecasts are monitored including considering multiple scenarios.
· The Company has demonstrated it can raise incremental capital if needed.
· The Group continually monitors its capital allocation and will only pursue programs that are of appropriate size and risk relative to the Group's capital resources.
Joint arrangements: In joint arrangements where we are not the operator, we have limited control over operations, performance, and costs but may still face risks such as environmental, reputational, legal, and government sanction risks. Partners may also fail to meet financial or other obligations, which could threaten the project's viability.
· For every project which is conducted via an associate, Reabold seeks to appoint a director to the board of the associate, whose responsibility is to manage performance and create and protect value for Reabold. With a director on the board, Reabold seeks to influence operators and other partners to adapt their practices in order to drive value appropriately and to mitigate identified risks.
· The Group continually engages with its operating partners and closely monitors the operation of its assets.
· The Group completes thorough due diligence reviews before entering future partnerships to ensure that their strategic and operational objectives are aligned with those of the Group.
Climate change: A global transition to alternative energy sources could have an adverse impact on demand for oil and gas, commodity prices and/or the Group's access to and cost of capital. Developments in policy, law, regulation, technology and markets including societal and investor sentiment, related to the issue of climate change and the transition to a lower carbon economy could increase costs, constrain our operations and affect our business plans and financial performance.
· Management looks for opportunities to deliver low carbon intensity production into the UK market by using low carbon intensity facilities, including potential re-use of existing infrastructure.
· The Group's resources are weighted towards gas which is playing a key role in the national energy transition.
Talent and capability: Inability to attract, develop and retain people with necessary skills and capabilities could negatively impact delivery of our strategy. As Reabold's strategy evolves, we will need to develop new skills, adapt our processes and systems which, in some areas, will need to be different from those required for our traditional oil and gas investment businesses. Failure to maintain a culture aligned with strategy could damage reputation and materially affect earnings, cash flow, and financial health
· Recruitment and retention of key staff through providing competitive remuneration packages and stimulating and safe working environment. Balancing salary with longer term incentive plans.
· People development remains a priority for our organisation. We seek to build depth of knowledge and experience to ensure continuity
Geopolitical: Exposure to a range of political developments and consequent changes to the operating and regulatory environment (including events relating to the Russia-Ukraine war and conflict in the Middle East) could cause business disruption.
· We continually monitor geopolitical developments.
· Management maintains regular communication with regulatory authorities.
· The Company aligns its standards and objectives with government policies as closely as possible.
· The Group does not consider that it has a material adverse exposure to the geopolitical situation with respect to the sanctions imposed on Russia, although recognises the evolving situation is causing price volatility. The Group will continue to monitor its position to ensure it remains compliant with any sanctions in place.
Digital infrastructure, cyber security and data protection: Breach or failure of our third parties' digital infrastructure or cyber security, including loss or misuse of sensitive information could damage our operations, increase costs and damage our reputation.
· The Group employs specialist support to detect and monitor threats using security protection tools.
· We build awareness with our employees and share information for continuous learning
Health, safety, security and the environment:
If control of wells is lost, this could cause injuries, fatalities, environmental damage and business disruption. Strict and evolving HSSE regulations may increase compliance costs.
· Safe operating procedures are applied and updated as appropriate
· Use third-party insurers to manage financial risks from potential incidents.
Compliance and control risks
Regulation: Changes in the law and regulation in countries in which Reabold has a presence with partners could increase costs, constrain our operations and affect our strategy, business plans and financial performance.
Tax rates, particularly those applied to hydrocarbon activities tend to be high compared with those imposed on similar commercial activities. Governments may change their fiscal and regulatory frameworks in response to public pressure on finances resulting in increased amounts payable to them. The UKCS licensing regime under which some of Reabold's operational rights and obligations are defined may be subject to future change.
· Our business seeks to identify, assess and manage legal and regulatory risk relevant to our operations, strategy, business plans and financial performance. To support this work, we seek to develop co-operative relationships with governmental authorities to allow appropriate focus on areas of potential risk or uncertainty while also protecting Reabold's interests within the law.
· Management will utilise investment incentives where available
Reporting: Failure to accurately report our data could lead to regulatory action, legal liability and reputational damage.
· Our finance team provide assurance of the control environment and are accountable for building control and compliance into finance processes and digital systems
Section 172(1) statement
In accordance with the requirements of Section 172 of the Companies Act 2006, the Directors consider that, during the financial year ended 31 December 2025, they have acted in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of the members as a whole, having regard to the likely consequences of any decision in the long term and the broader interests of other stakeholders, as required by the Act. The level of information disclosed is consistent with the size and the complexity of Reabold's businesses and focuses on matters of strategic importance to Reabold. The Board delegates day-to-day management of the business of the Company to the Co-CEOs, save for those matters which are reserved for the Board's approval. More information on how the Board has regard to the Section 172 factors are outlined below.
S172(1) (a) "The likely consequences of any decision in the long term"
The Directors understand the business and both the evolving and challenging environment in which we operate, including the challenges of the global energy transition. In 2025, the Board focused on progressing the West Newton asset and ensuring sufficient liquidity in order to progress the Reabold strategy, with consideration given to key stakeholders and the likely long-term impact of any decision. During the year, the Board reflected on the challenges to be faced by Reabold given the shifting macroeconomic and geopolitical context. Reabold is an energy business focused on developing strategic European gas assets to secure European gas supply and energy security. We are also developing our strategy in response to the massive energy demands of artificial intelligence, by Launching KryptoBye Ltd, a wholly owned subsidiary of Reabold Resources plc. See page 4 for more on our Strategy and business model. The Directors have considered S172 and made their decisions relating to Reabold's strategy in good faith and with regard for the long-term and sustainable success of the Company.
S172(1) (b) "The interests of the Company's employees"
Reabold employees are fundamental and core to our business model and the delivery of our strategic ambitions. The future success of our business depends on attracting, retaining, developing and motivating talented employees.
We ensure that:
• Health, Safety and the Environment are considered paramount throughout the organisation.
• Annual pay and benefit reviews are carried out to determine whether all levels of employees are benefitting fairly and to retain and encourage skills vital for the business.
• There is competitive pay and employee benefits
• There are freely available Company policies and procedures.
• Personal development reviews and work appraisals are conducted.
• Employees are informed of the results and important business decisions and are encouraged to feel engaged
• Working conditions are favourable
The Remuneration Committee (REMCO) oversees and makes recommendations of executive remuneration and any long-term share awards.
S172(1) (c) "The need to foster the Company's business relationships with suppliers, customers and others"
Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers, governments, and joint-venture partners. We aim to have a positive and enduring impact on the communities in which we operate, through partnering with national and local suppliers, and through payments to governments in taxes and other fees. The Group values all of its suppliers and aims to build strong positive relationships through open communication and adherence to trade terms. The Group is committed to being a responsible entity and doing the right thing for its customers, suppliers and business partners. The Board upholds ethical business behaviour across all of the Company's activities and encourages management to seek comparable business practices from all suppliers and customers doing business with the Company. We value the feedback we receive from our stakeholders and we take every opportunity to ensure that where possible their wishes are duly considered. The Board engages with stakeholders to understand their priorities and concerns through a range of engagement activities.
The Co-CEOs provide a comprehensive update to the Board on material business and external developments at each main Board meeting. These updates include information on joint partnerships, investments, divestments, projects, commercial highlights and political or regulatory developments.
S172(1) (d) "The impact of the Company's operations on the community and the environment"
This aspect is inherent in our strategic ambitions, most notably on our ambitions to thrive through the energy transition and to sustain a strong societal licence to operate. To help it make decisions, the Board receives information on various topics including, for example, the net carbon intensity of our projects. Executive Directors conduct site visits to investee company operations and hold external stakeholder engagements, where feasible.
The Company fully recognises that the oil and gas industry, alongside other stakeholders such as governments, regulators and consumers, must contribute to reduce the impact of carbon-related emissions on climate change, and is committed to contributing positively towards the drive to net-zero.
Further information can be found within our ESG Statement on page 12, and within the principal risks and uncertainties section on page 15.
S172(1) (e) "Maintaining a reputation for high standards of business conduct"
With global demand for energy increasing and the urgent challenge of climate change, we will continue to focus on our strategy to develop strategic European gas assets to secure European gas supply and energy security. In response to the growing energy demands of artificial intelligence we are evolving from a traditional upstream investment company into a hybrid energy-investment and energy-to-compute technology play, using our gas assets not just for future commodity sales but as a feedstock for next-generation digital infrastructure value creation.
We are committed to do being business in an ethical and transparent way. The Company has adopted the QCA Code and the Board recognises the importance of maintaining a good level of corporate governance, which together with the requirements to comply with the AIM Rules ensures that the interests of the Company's stakeholders are safeguarded. Please see the Chair's Corporate Governance statement on pages 25 - 30.
Reabold aims to contribute to Europe's energy security by unlocking potential sources of near-term domestic gas supply in economically, environmentally and socially responsible ways. The Board periodically reviews and approves clear frameworks, such as Reabold's Code of Conduct, and specific Ethics & Compliance policies, to ensure that its high standards are maintained both within Reabold and the business relationships we maintain. This, complemented by the various ways the Board is informed and monitors compliance with relevant governance standards help ensure its decisions are taken, and that Reabold investee companies act, in ways that promote high standards of business conduct.
S172(1) (f) "Acting fairly between members of the Company"
The Directors consider which course of action best enables delivery of our strategy in the long-term interest of the Company, taking into consideration the effect on stakeholders. In doing so, our Directors act fairly as between the Company's members.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its shareholders - engaging with both retail and institutional holders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. All shareholders are encouraged to attend the Company's Annual General Meeting and any general meetings held by the Company, which present an opportunity for shareholders to speak with the Executive Directors in a formal environment and in more informal one to one meetings.
The primary communication tool with our shareholders is through the Regulatory News Service ("RNS") on regulatory matters and matters of material substance. The Company's website provides details of the business, investor presentations and details of the Board, changes to major shareholder information and QCA Code disclosure updates under AIM Rule 26. Changes are promptly published on the website to enable the shareholders to be kept abreast of the Company's affairs. The Company's Annual Report and Notice of Annual General Meetings are available to all shareholders. The Interim Report and investor presentations are also available on our website.
Principal decisions
Below we outline one of the principal decisions made by the Board over the year, and how directors have performed their duty under Section 172. Principal decisions are those decisions taken by the Board that are of a strategic nature and significant to any of our key stakeholder groups.
Divestment of LNEnergy
The Board approved the sale of Reabold's equity interest in LNEnergy in October 2025. The first stage of the transaction completed in March 2026 and the final stage is expected to complete in Q3 2026.
How stakeholders were considered
The Board considered the impact of the sale of LNEnergy from existing opportunities. Critically, the Board reviewed the alignment of various proposals with Reabold's strategy. Particular focus was given to the potential benefit of the transaction, including its potential to: create returns for shareholders; further strengthen the balance sheet; crystallise value; and avoid significant additional capital investment. As part of the transaction Reabold crystallised value from the Colle Santo gas project through an earn out mechanism of up to €16 million and the receipt of shares in Beacon Energy plc, whilst protecting Reabold shareholders from any further funding requirement.
As part of the transaction, management undertook effective due diligence to ensure future obligations are met and suitable mitigating measures are in place, to protect Reabold. As part of the transaction, the Board considered if the Company was being a responsible seller of its assets and if the purchasers had the capability to take the project forward.
Strategic Report signed on behalf of the Board
Chris Connolly
Company Secretary
29 June, 2026
Board of Directors
Corporate Governance
Jeremy Edelman
Non-Executive Chairman
Appointed: 19 December 2012
Jeremy holds Bachelor degrees in Commerce and Law together with a Master's degree in Applied Finance. Jeremy is admitted as a solicitor to the Supreme Courts of Western Australia and New South Wales. Jeremy subsequently worked for some of the world's leading investment banks, including Bankers Trust and UBS Warburg in debt and acquisition finance. He has held consulting and director positions in listed companies in the UK and Australia, such as Mt Grace Resources NL, with a focus on resource exploration and development, including investment companies established with the specific objective of investing in resources projects. He also has corporate finance experience, having been responsible for co-coordinating a number of companies in making acquisitions in a variety of resource sectors, including oil and gas, uranium, molybdenum, base metals and coal. He has worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Jeremy served as a Non-Executive Director of Leni Gas Cuba Limited until 12 July 2016, a Director of Altona Energy Plc (also known as Altona Resources Plc) until 4 July 2006, Executive Director of Leni Gas & Oil PLC from August 2006 to December 2010 and Director of Braemore Resources Plc until 27 July 2005.
Sachin Oza
Co-Chief Executive Officer
Appointed: 19 October 2017
Sachin has 23 years of investment experience, including 19 years covering the energy sector. He joined Guinness Asset Management in April 2016, having previously worked as an investment analyst at M&G Investments for 13 years, where he covered the Utility, Transport, Mining and Oil & Gas sectors on a global basis. Sachin has also held investment analyst roles at Tokyo Mitsubishi Asset Management and JP Morgan Asset Management.
Stephen Williams
Co-Chief Executive Officer
Appointed: 19 October 2017
Stephen has 23 years of experience in the energy sector. He joined Guinness Asset Management in April 2016, having previously worked as an investment analyst at M&G between 2010 and 2016, where he focussed on energy and resources. Prior to this, Stephen worked as an energy investment analyst for Simmons & Company International between 2005 and 2010 and from 2003 to 2005 he worked as an analyst at ExxonMobil.
Anthony Samaha
Non-Executive Director
Appointed: Board: 19 December 2012; Non-Executive Director: 1 July 2022
Anthony is a Chartered Accountant who has over 30 years' experience in accounting and corporate finance, including resources development. Anthony worked for over 10 years with international accounting firms, including Ernst & Young, principally in corporate finance, gaining significant experience in valuations, IPOs, independent expert reports, and mergers and acquisitions. Anthony has extensive experience in the listing and management of AIM quoted companies and served as Finance Director for the Company up until 30 June 2022 before becoming a Non-Executive Director on 1 July 2022.
Mike Felton
Non-Executive Director
Appointed: 17 September 2018
Mike is an experienced fund manager in the City and brings over 36 years of financial expertise to the Company. Mike previously served as Head of UK Retail Equities at M&G Investments and was Manager of the M&G UK Select Fund, growing the fund's assets from £110m to c. £550m at its peak. Mike has also previously served as Joint Head of Equities at ISIS Asset Management and Manager of ISIS UK Prime Fund, as well as Chief Investment Officer at Lumin Wealth, a position he still retains part-time. Mr Felton sits on the International Tennis Federation's Investment Advisory Panel and is a Business Ambassador for Anthony Nolan, the UK's blood cancer charity and bone marrow register.
Marcos Mozetic
Non-Executive Director
Appointed: 17 September 2018
Marcos, an exploration geologist, brings over 47 years of international technical experience in the oil and gas industry to the Company. Marcos designed, implemented and led Repsol S.A's exploration strategy between 2004 and 2016. During this period, Repsol become a leader in reserve replacement and participated in some of the most exciting discoveries worldwide. Before this, Marcos worked as a development geologist in 1975 with Bridas, before moving into the exploration department, which he later led. Following this, Marcos worked for BHP Petroleum and BHP Minerals as Chief Geologist for Argentina and later Country Leader. Marcos holds a BSc and Post-Graduate degree in Petroleum Geology from the University of Buenos Aires.
Directors' report for the year ended 31 December 2025
Corporate Governance
The Directors submit their report and the audited financial statements of the Group and Company for the year ended 31 December 2025.
Principal activities
The principal activity of the Group and Company is investment in pre-cash flow upstream oil and gas projects, primarily as significant interests in unlisted oil and gas companies or majority interests in unlisted oil and gas companies with non-operating positions on licences.
Business Review and Future Developments
A review of the business and the future developments of the Group is presented in the Strategic Report (including a Review of Operations and Financial Review) and Chair's letter (all of which, together with the Corporate Governance Statement, are incorporated by reference into this Directors' Report).
Engagement with Employees, Suppliers and Customers
Information regarding Reabold's engagement with employees, suppliers and customers is included in the Section 172 statement on pages 18 - 20.
Results and dividends
The loss for the year was £7.9 million (2024: loss of £3.4 million). The Company has not declared any dividends during the year (2024: £nil). The Directors do not propose the payment of a final dividend.
Financial Instruments
The Group's financial risk management objectives and policies are discussed in note 20.
Events since Balance Sheet Date
Details of post reporting date events are disclosed in Note 27 of the financial statements.
Directors and their interests
The names of the Directors who held office during the year and their shareholdings are shown below.
Director
At 31 December 2025
At 1 January 2025
Jeremy Edelman *
173,545,454
173,545,454
Sachin Oza
298,720,298
219,720,298
Stephen Williams
178,211,060
87,304,697
Michael Felton
58,572,605
58,572,605
Anthony Samaha
7,818,182
7,818,182
Marcos Mozetic
4,545,454
4,545,454
* includes 173,545,454 shares held by Saltwind Enterprises Ltd, a company connected with Jeremy Edelman.
Details of Directors' share options are included in the Directors Remuneration Report and Note 7.
See note 27 for post balance sheet director holdings
Indemnity provisions
The Company maintains a directors' and officers' liability policy on normal commercial terms which includes third party indemnity provisions.
Political and charitable contributions
The Company made no contributions to charitable or political bodies during the year (2024: £Nil).
Auditor
In accordance with section 489 of the Companies Act 2006, a resolution to reappoint Forvis Mazars LLP was put to the Annual General Meeting held on 11 July 2025 and was approved. The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006. Forvis Mazars LLP has signified its willingness to continue in office as auditor.
Statement of disclosure to auditor
So far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Going concern
The Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements. See Note 1 - going concern, to the financial statements.
Repurchase of shares
The Company did not repurchase any shares in 2025
The Directors' report was approved by the Board and signed on its behalf by Chris Connolly, Company Secretary, on 29 June 2026.
Reabold Resources plc
Registered in England and Wales No. 3542727
Corporate governance report
Corporate governance
Chair's Corporate Governance Statement
I am pleased to introduce this governance section of our 2025 Annual report and Accounts. The Governance report is structured around the 2023 Quoted Companies Alliance ("QCA") Corporate Governance Code (the "QCA Code"). Our narrative seeks to explain how governance supports and protects Reabold and our stakeholders.
Reabold applies the principles and the spirit of the QCA Code. We consider our governance processes are appropriate, given the specific circumstances and range of factors particular to Reabold, such as the organisation's size and complexity. It is believed that the 2023 QCA Code provides the Company with the framework to deliver shareholder value while encouraging open dialogue with shareholders about their expectations. Good governance is seen as central to the company's strategy, culture, risk management, and stakeholder trust.
The Board recognises that its decisions shape the company's culture and overall performance, setting the tone for employee behaviour. It emphasises open, respectful communication with employees, clients, and stakeholders, and highlights the importance of strong ethical values in achieving corporate objectives.
The company follows the QCA Code's 10 principles, explaining how each is applied, and publishes this governance statement in both its annual report and on its website.
These principles are:
1) Establish a purpose, strategy and business model which promote long-term value for shareholders
Please see Reabold's strategy and business model on page 4.
2) Promote a corporate culture that is based on ethical values and behaviours
The Company's corporate culture is set by the Board of Directors and communicated through regular meetings with the Co-CEOs and senior management. Given the size of the Company, this ensures that strategy, goals, and policies-especially on health, safety, environment, and diversity-are clearly shared with everyone in the Company, while the Board maintains oversight. Everyone in the Group is empowered to report concerns directly to senior leadership, helping identify and address any breaches of ethical standards.
The Board promotes an ethical corporate culture aligned with the company's purpose, strategy, and business model. This culture shapes decisions, operations, and practices such as recruitment, training, and rewards. The Company has a code for Directors' and employees' dealings in the Company's securities, and is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the UK Market Abuse Regulation ("UK MAR"). The Company takes all reasonable steps to ensure it is compliant with UK MAR and AIM Rules. The Company has a zero-tolerance approach to bribery and corruption and has an Anti-Bribery Policy in place to protect the Company, its employees and those third parties with which the business engages.
3) Seek to understand and meet shareholder needs and expectations
Reabold is committed to listening and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. Shareholder relations are managed primarily by the CO-CEOs and ensures open communication while strictly complying with regulatory requirements such as AIM Rules and Market Abuse Regulations.
We value the feedback we receive from our shareholders. Understanding what investors think about us, and in turn, helping these audiences understand our business, is a key part of driving our business forward and we actively seek dialogue with investors and potential investors. Communication with shareholders is undertaken through regular regulatory updates, including half-year financial results, operational updates, and announcements on significant or material matters, presentations and face-to-face meetings. Shareholders can contact Reabold directly by signing up to our Investor hub on our website at www.reabold.com. On our website shareholders can access key reports, media presentations, and regulatory announcements, as well as submit questions or comments.
The AGM is the main forum for dialogue between investors and the Board. Copies of our Annual Report and the notice of AGM are sent to all shareholders at least 21 days before the meeting. Copies of these and other information for shareholders is provided on our website. All shareholders are encouraged to attend the Company's AGM and any general meetings held by the Company, which present an opportunity for shareholders to speak with the Directors in a formal environment and in more informal one to one meetings. The Executive Directors, Chair of the Board, together with all other Directors, attend the AGM and are available to answer questions raised by shareholders. As soon as practicable after the AGM has finished, the results of the AGM are released through a regulatory news service. At last year's AGM, all resolutions put to shareholders were duly passed.
Reporting on environmental and social matters to meet investor needs and expectations can be found in the ESG section on pages 12 - 14.
4) Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Board continues to value and recognise the importance of engagement and cooperation with our stakeholders. Engaging with stakeholders strengthens relationships and helps make better business decisions to deliver on commitments. The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.
To deliver our strategy we require strong, mutually beneficial relationships with suppliers, potential future customers, governments, and joint-venture partners. The senior management team continually assess the priorities related to those with whom we do business. The Board receive updates on a variety of topics that indicate how these stakeholders have been engaged. These updates include information provided by the senior management team on joint-venture partners, with respect to items such as project updates, supplier contract management, business strategies, and investment or divestment proposals. The Co- CEOs provide a comprehensive update to the Board on material business and external developments, including external engagements, at each main Board meeting.
It is integral to our decision-making that we reflect on our impact on the community and the environment. To help it make decisions, the Board receives information on various topics including, for example, the potential net carbon intensity of our projects. In May 2024, Reabold commissioned GaffneyCline to perform a carbon intensity study for the West Newton field. Please see the ESG section for further details.
As outlined in the ESG section, as at 31 December 2025, Reabold does not have any GHG emissions within our operational control boundary and therefore does not report on GHG emissions.
The Company seeks to be a responsible corporate citizen in all its areas of operation and is committed to maintaining a high standard of corporate governance. A description of how the group considers key stakeholders in its decision-making is included in the section 172 statement on page 18. The Company's ESG statement is on page 12.
5) Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Board ensures that procedures are in place and such procedures are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. Key business challenges and risks, including climate risks, are detailed on pages 15 to 17.
The Executive Directors have regular conference calls with the Company's Nominated Adviser and, when relevant, the Company's corporate communications advisers and legal advisers to discuss - amongst other items - operations, key risks, and other relevant matters. Additionally, the Group also has structured weekly operational and management conference calls with its JV partners to identify and discuss key business challenges and risk areas. The Board believes that this regular programme of internal communications provides an effective opportunity for potential or real-time risks to be identified, considered and - where necessary - addressed in a timely manner. Given the Company's current size, the Board considers that the Executive Management team-with oversight from the Non-Executive Board of Directors, Audit Committee, and relevant advisers, is sufficient to identify risks applicable to the Company and its operations and to implement an appropriate system of controls. Accepting that no systems of control can provide absolute assurance against material misstatement or loss, the Directors believe that the established systems for internal control within the Group are appropriate to the size and cost structure of the business. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the Executive Directors. However, the Board will continue to monitor the need for an internal audit function.
The Board is responsible for reviewing and signing off the financial results of the Group. The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal financial controls. Forecasts for the current financial year are regularly revised in light of actual performance, to ensure that information is up to date and any risks can be identified and mitigated as soon as possible. The Audit Committee formally assesses the independence of the Company's auditors on an annual basis and there has been a rotation of audit partners after five years to ensure independence is maintained.
6) Establish and maintain the Board as a well-functioning, balanced team led by the chair
As at 31 December 2025 and at the date of publication, the Board comprised of Jeremy Edelman as the Non-Executive Chairman, Marcos Mozetic, Michael Felton and Anthony Samaha as Non-Executive Directors and Sachin Oza and Stephen Williams, the Co-Chief Executive Directors. The Board considers Marcos Mozetic and Michael Felton to be independent for the purposes of the QCA Code. The Board believes it has an appropriate balance of independence, expertise, and knowledge to operate effectively, with directors encouraged to exercise independent judgement and challenge decisions. The Board also considers diversity in its composition-across factors such as background, gender, ethnicity, and experience-to support well-rounded decision-making and avoid groupthink, with this informing ongoing succession planning. The Board recognises that, although it is diverse across factors such as background, ethnicity and experience, it currently has no gender diversity, and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required. Biographical details of the current Directors are set out on pages 22 - 23 of this Annual Report. Shareholders can vote annually on the re-election of directors at the AGM.
The Executive Directors are expected to devote substantially the whole of their time to their duties with the Company. Non-Executive Directors have a lesser time commitment which is set out in their letter of appointment. It is anticipated that Non-Executive Directors will spend up to 3 days a month on work for the Company.
Attendance at Board and Committee Meetings
In order to be efficient, the Board meets formally and informally both in person, virtually and by telephone. The Company had twelve Board meetings during the year. Attendance during 2025 for all committee meetings is given in the table below.
Board
Audit Committee
Remuneration Committee
Jeremy Edelman
12/12
1/1
1/1
Sachin Oza
12/12
N/A
N/A
Stephen Williams
12/12
N/A
N/A
Anthony Samaha
12/12
1/1
N/A
Marcos Mozetic
12/12
N/A
1/1
Michael Felton
12/12
1/1
1/1
7) Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities
The Company has a single-tier Board of Directors headed by a Chair, with executive management led by the Co-Chief Executive Officers. The Board currently consists of six Directors. The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industry sectors. The complementary skills and experience of our Board are included on pages 22 - 23. If the Company identifies an area where additional skills are required, the Company will often contract an appropriately qualified third party to advise as required.
The Board retains ultimate accountability for ensuring that the Company has a robust governance framework in place, ensuring that governance is appropriately embedded throughout the business. The Board is responsible for approving strategy and policies, safeguarding assets, and making final decisions (except those requiring shareholder approval). The Board meets at least six times per annum. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not yet created a Nominations Committee.
The Chair has overall responsibility for the management of the Board which in turn oversees the Company's strategy and operational and financial performance. The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Company. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is considered to have adequate separation from the day-to-day running of the Company.
The Co-Chief Executive Officers have overall responsibility for the implementation of the strategy approved by the Board, the operational management of the Company and the business enterprise connected with it. The division of the CEO role reflects the collaborative nature of decision making within Reabold. The Co-CEOs provide complimentary and broad skill sets ranging across technical understanding of the asset base, business development, M&A, financial management, strategy and stakeholder engagement, as well as the day to day running of the business.
The Non-executive Directors bring a wide range and balance of skills and international business experience. Through their contribution to the Board and Board committee meetings, respectively, they are expected to challenge and help develop proposals on strategy and bring independent judgement on issues of performance and risk. The Non-executive Directors discuss, among other matters, the performance of individual Executive Directors.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal. The Company Secretary supports the chairman and executives in addressing the training and development needs of Directors, and their membership of appropriate professional and industry associations. These professional associations have ongoing professional development requirements, which the Company supports. The management team and Directors are in regular dialogue with the Company's Nominated Adviser. The Company's Nominated Adviser provides training and advice on AIM Rules and the UK Takeover Code when required. The Board regularly consults with its legal advisers to ensure compliance with the Companies Act and other relevant legislation.
The Board considers its current governance structures and processes to be in line and appropriate for its current size and complexity, as well as its current capacity, appetite and tolerance for risk. The Board will continue to monitor the appropriateness of its governance structures and processes over time in parallel with the Group's objectives, strategy and business model to reflect the development of the group.
The Audit Committee assists with the Board's oversight of the integrity of the financial reporting and the independence and performance of the Company's Auditor. The Remuneration Committee meets to consider all material elements of remuneration for Executive Directors and Senior Management, including remuneration policy and share incentive plans.
Audit Committee
The Audit Committee consists of Michael Felton as Chairman, Jeremy Edelman and Anthony Samaha. This Committee provides a forum through which the Group's finance functions and auditors, report to the non-executive Directors. Meetings may be attended, by invitation, by the Company's Nominated Adviser, Company Secretary, other directors and the Company's auditors. The principal duties and responsibilities of the Audit Committee include:
· Reviewing the integrity of the financial statements, including annual reports and half-year reports;
· Overseeing the group's financial reporting disclosure process; this includes the choice of appropriate accounting policies;
· Advising the Board whether, in the Committee's view, the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy;
· Monitoring the Group's internal financial controls and assess their adequacy;
· Reviewing key estimates, judgements and assumptions applied by management in preparing published financial statements;
· Annually assessing the auditor's independence and objectivity; and
· Making recommendations in relation to the appointment, re-appointment and removal of the Company's external auditor.
The Board has not published an audit committee report, which the Board considers to be appropriate given the size and stage of development of the Company.
Remuneration Committee
Detailed information on the remuneration committee can be found on pages 31 - 33.
The Board will implement a Nomination committee at the appropriate time in line with changes to the structure, size and composition of the Board.
8) Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board is undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance in various applicable areas to their role as well as the Directors' continued independence. The Chairman assesses the individual contributions of each member of the Board to ensure that their contribution is relevant and effective; they are committed; and where relevant, they have maintained their independence. The Board has not conducted an externally facilitated Board review. The Board considers that its current size, structure and stage of development allow for an effective internal evaluation process. The Board recognises the value of periodic external evaluation and intends to consider the use of an independent facilitator as the Company continues to grow in scale and complexity, or at an appropriate point in its governance cycle.
There is a strong flow of communication between the Directors, and in particular between the Co-Chief Executive Officers and the Chair, with consideration being given to the strategic and operational needs of the business. Minutes are drawn up to reflect the true record of the discussions and decisions made.
The Directors have a wide knowledge of the Company's business and understand their duties as directors of a quoted company. The Directors have access to the Company's Nominated Adviser, auditors and solicitors as and when required. The Company's Nominated Adviser provides boardroom training on applicable matters. These advisors are available to provide formal support and advice to the Board from time to time and do so in accordance with good practice.
The Company Secretary, who is also the Chief Financial Officer, helps keep the Board up to date with developments in corporate governance and liaises with the Nominated Adviser on AIM regulations. The Company Secretary has frequent communication with the Chair, Co- Chief Executive Officers and Chairs of the Committees and is available to other members of the Board as required. The Directors are also able, at the Company's expense, to obtain advice from external advisers if required.
The Board is to consider periodically a succession plan. Executive Directors are to have sufficient length of notice periods to ensure the appointment of new personnel and ensure sufficient time to handover responsibilities.
The Executive Directors' performance evaluation is to be undertaken annually and includes an assessment of achievement based on a scorecard of measures. Please see the Directors' Remuneration Report on page 31. The Remuneration Committee undertakes a review of the remuneration of Executive Directors at least annually and may consult with external consultants to assist in the evaluation and determination of appropriate compensation and incentivisation schemes to ensure the Company remains competitive in retaining management.
9) Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture
The Board is responsible for setting a remuneration policy that aligns with the company's purpose, strategy, culture, and development stage, while motivating management and supporting long-term shareholder value.
The Directors Remuneration Policy is based on the following principles:
· Strategic alignment: Pay supports long-term success and ambitious goals.
· Pay for performance: the majority of the Executive Directors' compensation (excluding benefits and pensions) should be variable and linked to performance.
· Shareholder alignment: Executive Directors should hold Reabold shares to align their interests with those of shareholders.
· Consistency: the remuneration structure for Executive Directors should generally be consistent with that for Reabold's Senior Management, to foster a unified culture and a common approach to sharing in success.
Executive pay consists of a fixed salary and two variable elements: the annual bonus and the Long-Term Incentive Plan (LTIP), both tied to performance.
The policy emphasizes share-based rewards and shareholding requirements to align executives with shareholders.
The Remuneration Report can be found on pages 31 - 33.
10) Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Stakeholder engagement is an ongoing process involving regular dialogue with key groups at different levels. Engagement may increase during major activities or decisions (e.g. projects or acquisitions). It is essential for identifying and managing business impacts.
The Company communicates with shareholders through the Annual Report and Accounts, the AGM, and one-to-one meetings with significant existing or potential new shareholders. A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors and the public on the Company's corporate website. The Company announces significant developments via the London Stock Exchange's Regulatory News Service (RNS).
The work of the Audit Committee is outlined in principle 7. The work of the Remuneration Committee can be found in the Directors' Remuneration Report on Page 31.
The Board is committed to maintaining regular communication with its shareholders. Regular constructive dialogue is important to hear the views of shareholders and communicate Reabold's strategy. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. Page 18 of this Annual Report provides a section 172 statement which discusses how the group considers the interests of shareholders and other relevant stakeholders in its decision making.
All shareholders are encouraged to attend the Company's Annual General Meeting and any general meetings held by the Company.
As soon as practicable after the AGM has finished, the results of the meeting are released through a RNS. At the most recent AGM, held on 11 July 2025, all resolutions put to shareholders were passed.
The Company's financial and operational performance is summarised in the Annual Report and the Interim Report, with regular updates provided to stakeholders in other forums through the year, including press releases and regular updates to the Company's website.
Jeremy Edelman
Chair
29 June 2026
Directors' remuneration report
Corporate governance
Role of the Remuneration Committee
The role of the Committee is to determine and recommend to the Board the remuneration of the Chair, Executive Directors and CFO. The Remuneration Committee reviews remuneration policy, share schemes and the incentivisation of the workforce. The Committee assists the Board in discharging its oversight responsibilities relating to the attraction, compensation, evaluation and retention of Executive Directors and senior management. The Committee aims to ensure that the Company has the right skills and expertise needed to enable the Company to achieve its goals and strategies and that fair and competitive compensation is awarded with appropriate performance incentives across the Company.
Key responsibilities
· Determine and agree with the Board the framework remuneration policy for the Executive Directors and Senior Management
· Determine individual remuneration packages (appointments and exits) for the Executive Directors, and Senior Management;
· Determine and agree the Annual Bonus Scorecard ("Scorecard") for the Executive Directors and Senior Management.
· Determine and agree the Long-Term Incentive Plan for the Executive Directors and Senior Management. For any such plans, exercise the discretion granted to it and determine each year whether awards will be made, the size of such awards, the performance targets to be used, and the vesting outcome;
· Exercise appropriate powers in relation to discretion, malus, and clawback in determining variable pay outcomes for Executive Directors and Senior Management;
· Approve pension arrangements for the Executive Directors and Senior Management
· Prepare the remuneration report.
Membership
Marcos Mozetic
Member and chair since September 2018
Jeremy Edelman
Member
Michael Felton
Member
Meetings and attendance
The Committee met once in 2025. All members attended the meeting.
Key activities in 2025
· determining final 2024 bonus outcomes;
· Review and setting of salaries;
· determining 2025 target bonus opportunities;
· approving the 2024 Directors' Remuneration Report;
Executive Directors' remuneration for the year ended 31 December 2025
Sachin Oza
Co-CEO 2025
Stephen Williams
Co-CEO
2025
Sachin Oza
Co-CEO 2024
Stephen Williams
Co-CEO
2024
Salary
£254,691
£254,691
£248,479
£248,479
Annual bonusa
£83,704
£83,704
£44,530
£44,530
Taxable benefits
£659
£1,456
£960
£1,318
Pension
£15,281
£15,281
£14,909
£14,909
Performance sharesb
Nil
Nil
Nil
Nil
Total remuneration
£354,335
£355,132
£308,878
£309,236
a The full value of the annual bonus in 2025 comprises 100% delivered in shares. REMCO believes that the Executive Directors should build a significant shareholding in order to align their interests with those of shareholders. In 2024 the annual bonus comprised 50% delivered in cash and 50% delivered in shares. The shares element applicable to the 2025 bonus outcomes will be granted within 2 business days following the publication of this report. The shares are subject to a 3 year holding period which extends beyond an Executive Director's tenure. Malus and clawback provisions apply.
b The first performance period under the LTIP scheme was measured in April 2026 with a vesting outcome of 0%. See 2023 LTIP below.
Overview of outcomes
Salary and benefits
Effective 1 January 2025, Sachin Oza and Stephen Williams received a salary increase of 2.5%. The Executive Directors' increases for 2025 were in line with CPI inflation for the 12 months to 31 December 2024. Both the Executive Directors' benefits related to remote working costs.
Annual Bonus
The annual bonus is intended to reward the delivery of short-term targets. The REMCO reviews the bonus measures and weightings annually to evolve with Reabold's strategy and circumstances, and to ensure that the targets remain stretching but realistic. For 2025, the annual bonus was based on a scorecard of measures across three categories: risk and controls (10%), current financial health (45%) and future financial prosperity (45%). The overall mathematical outcome of the annual bonus scorecard was 65.73/100. The maximum bonus is 50% of salary.
The 2025 bonus outcome calculation was £254,691 (base salary) x 50% (max target) x 65.73 (2025 scorecard result) = £83,704. In 2025, all of the bonus will be deferred into shares that are subject to a three-year holding period. REMCO believes that the Executive Directors should build a significant shareholding in order to align their interests with those of shareholders. In the prior year, half of the bonus was delivered in cash and half was deferred into shares that are subject to a three-year holding period. This deferral is an important way of increasing the Executive Director's personal shareholdings.
Pension
During the year, Sachin Oza and Stephen Williams were eligible for employer pension contributions at a rate of 6% of salary.
2023 LTIP
Scheme interests awarded to Executive Director in 2023
The Committee considered and agreed a programme for the grant of LTIP awards in 2023 ensuring a material portion of Sachin and Stephen's remuneration is tied to longer-term performance under a plan designed to drive strong alignment to the execution of Reabold's strategy. In 2023, the Executive Directors were granted 150,000,000 ordinary shares each (equivalent to £270,000 based on the market price on the date of grant, 27 April 2023, for ordinary shares of 0.18p). The vesting criteria is based on Total Shareholder Return ("TSR") over a three-to-five-year period. For the awards to vest in full, the TSR of a share must be at or more than six times (6x) the market value of a share at the grant date using a 30-trading day average. The first measurement date shall be at the end of year three, the second measurement date at the end of year four and the final measurement date at the end of year five. If TSR is less than 2.5x market value, 0% of the award vests. If TSR is at 2.5x market value, 30% of the award vests and if TSR is at 4x market value, 60% of the award vests. Performance between TSR thresholds shall be calculated on a straight-line basis. As at the first measurement date on 27 April 2026, the vesting outcome was 0%. The next measurement date shall be 27 April 2027.
Chair and non-executive directors' remuneration
Fees (£)
2025
2024
Jeremy Edelman (Chair)
84,000
84,000
Michael Felton
47,000
47,000
Macros Mozetic
47,000
47,000
Anthony Samaha
47,000
47,000
Directors' shareholdings
The REMCO believes that Executive Directors should align their interests with those of shareholders by holding shares in Reabold Resources plc. The interests, in shares of the Company, of the Directors in office during 2025, including any interests of their connected persons, are set out in the table below.
Ordinary shares held at January 1 2025
Ordinary shares held at December 31 2025
Shares (unvested and subject
to performance conditionsa)
Executive Directors
Sachin Oza
219,720,298
298,720,298
150,000,000
Stephen Williams
87,304,697
178,211,060
150,000,000
Non-executive Directors
Jeremy Edelman b
173,545,454
173,545,454
Michael Felton
58,572,605
58,572,605
Marcos Mozetic
4,545,454
4,545,454
Anthony Samaha
7,818,182
7,818,182
a Relates to unvested long-term incentive awards which can vest at between 0% and 100% based on performance (see above conditions)
b includes 173,545,454 shares held by Saltwind Enterprises Ltd, a company connected with Jeremy Edelman.
At December 31, 2025, the Directors of the Company beneficially owned 7.08% of the Company in aggregate.
See note 27 for post balance sheet director holdings.
External appointments
Neither Sachin Oza nor Stephen Williams held any external Non-executive Director positions of publicly listed companies during 2025.
Executive directors service contracts
The service contracts of Executive Directors do not have a fixed term. Each Executive Director's service contract contains a 12-month notice period.
Director
Effective date
Notice period
Sachin Oza
19 October 2017
12 months
Stephen Williams
19 October 2017
12 months
The Directors' Remuneration Report was approved by the Board and signed on its behalf by Chris Connolly, Company Secretary on 29 June 2026.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
UK company law requires the Directors to prepare financial statements for each financial year. Under such law the Directors have elected to prepare financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the group for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and prudent;
· state whether the financial statements comply with international accounting standards in conformity with the requirements of the Companies Act 2006; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Independent auditor's report to the members of Reabold Resources Plc
Opinion
We have audited the financial statements of Reabold Resources PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Income, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheet, the Consolidated and Company Statement of Changes in Equity, the Consolidated and Company Statement of Cash Flows, and notes to the financial statements, including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion, the financial statements:
· give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;
· have been properly prepared in accordance with UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006; and
· have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, concerning the applicability of the going concern basis of preparation. As at 31 May 2026, the Group held cash balances of approximately £4.4 million, which the Directors believe are sufficient to fund the Group's general and administrative expenditure, committed obligations and on-going non-project related expenditure for the going concern assessment period. The Group's current strategy includes the recompletion of the A-2 well in the second half of 2026 in order to unlock the inherent value in Reabold's flagship project at West Newton. The recompletion of the A-2 well is expected to materially reduce the Group's available cash resources and the Group would likely require additional funding thereafter in order to continue its planned activities and meet future obligations.
The Directors note that the timing and availability of any future funding remain uncertain and may be significantly influenced by the outcome of the recompletion and testing of the A-2 well. In the unlikely event that the well is unsuccessful, the Group's ability to secure further financing may be adversely affected. In addition, failure to undertake the planned drilling activity could adversely impact the Group's interest in the PEDL 183 licence.
The Directors acknowledge that there can be no assurance that the planned strategy will achieve the anticipated outcome or support the Group's future funding requirements required to realise its assets and discharge its liabilities in the normal course of business and therefore there exists a material uncertainty concerning the ability of the Group to continue as a going concern. After considering the current cash position, forecast expenditure and available mitigating actions, the Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis, and the directors are confident in the Group's ability to progress its strategy and realise the value of its assets.
As stated in note 1, these events or conditions, along with the other matters as set forth in this note to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the group's and the parent company's ability to continue to adopt the going concern basis of accounting included, but was not limited to:
· Obtaining management's formal going concern assessment;
· Critically assessing and challenging the key assumptions, corroborating to supporting documentation where applicable;
· Evaluating the cash resources available to the group at the balance sheet date in respect of usual annual business costs; and
· Assessing the reliability of management's plans to mitigate any forecasted shortfalls;
· Evaluating the appropriateness of the disclosures included in the financial statements relating to going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The matters set out below are in addition to the "Material uncertainty related to going concern" above which, by its nature, is also a key audit matter.
Key Audit Matter
How our scope addressed this matter
Carrying value of exploration & evaluation (E&E) assets (group and parent company risk)
The carrying value of exploration & evaluation in the Group accounts is £29,069k (2024: £7,006k). The parent company has a carrying value of £6,951k (2024: £7,005k).
The group and parent company's accounting policy in respect of this area is set out in the accounting policy notes in the accounts.
The Group is involved in the extraction of oil
and gas. Under IFRS 6, Exploration for and
Evaluation of Mineral Resources, management
must establish an accounting policy specifying
which expenditures are recognised as
exploration and evaluation assets and apply it
consistently. The risk is associated with the
valuation of the assets.
Our audit procedures included, but were not limited to:
• Obtaining and challenging management's assessments as to whether there were indicators of impairment.
• reviewing the accounting policy in place to ensure that the point at which exploration and evaluation assets are recognised is reasonable and in line with IFRS 6 requirements;
• performing a 'stand back' exercise considering any contradictory internal or market available evidence throughout the year and post year end to conclude the possible impact on the impairment assessment;
• making enquires of management of the potential impact of socio-economic and climate related factors on determining the carrying values of the assets; and
• holding discussions with component auditors and reviewing their work performed on exploration & evaluation assets to ensure appropriate and sufficient audit evidence had been obtained around the carrying value of exploration & evaluation assets by associated undertaking;
Our observations
Based on the results of our procedures performed we consider that the value of exploration & evaluation in oil & gas assets are appropriate. We have not identified material misstatements in the disclosure of these assets in the financial statements.
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group materiality
Overall materiality
Consolidated group; £555,000 (2024: £593,000)
Parent company; £375,000 (2024: £500,000)
How we determined it
This has been calculated with reference to total assets, of which it represents approximately 1.5% for the group. The parent company was capped to ensure sufficient coverage of group components.
Rationale for benchmark applied
Total assets have been identified as the principal benchmark within the financial statements as it is considered to be the focus of the shareholders due to the investments, namely the subsidiaries and associated entities, being at an early stage of revenue generation.
1.5% has been chosen to reflect the level of understanding of the stakeholders of the group in relation to the inherent uncertainties around accounting estimates and judgements. The parent company was allocated slightly less in order to ensure an appropriate aggregate materiality across all the components was maintained.
Performance materiality
Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole.
We set performance materiality at £442,000 (2024; £475,000) for the group and £300,000 (2024; £375,000) for the parent entity, which represents 80% of overall materiality in both cases. This percentage was applied due to the experience we have in auditing the group and the parent company, our assessment of the group's and the parent company's control environment, and the volume of transactions.
Reporting threshold
We agreed with the directors that we would report to them misstatements identified during our audit above £17,000 for the group and £12,000 for the parent company as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. This threshold represents 3% of financial materiality.
For each component in the scope of the Group audit, we allocated a materiality that was less than our overall Group materiality. The range of performance materiality allocated across the components was between £160,000 and £260,000.
As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the directors made subjective judgements, such as assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole. We used the outputs of our risk assessment, our understanding of the group and the parent company, their environment, controls, and critical business processes, to consider qualitative factors to ensure that we obtained sufficient coverage across all financial statement line items.
Our group audit scope included an audit of the group and the parent company financial statements of Reabold Resources Plc. Based on our risk assessment, Rathlin UK Limited was classified as a key component with full audit scope. Danube Limited and LNEnergy Limited were considered material components with a specific audit scope and all other components were immaterial for our audit. Two of the group's undertakings were subject to audit procedures by component auditors, Rathlin UK Limited and Danube Limited, and the remainder were audited by the group team. Group instructions were sent to component auditors by the group audit team. Planning and completion meetings were held with the component auditors to have oversight over the audit process and key component audit working papers were reviewed by senior members of the group audit team to assess the sufficiency and appropriateness of their audit procedures for the purposes of the group audit opinion.
At the parent company level, the group audit team also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information.
Other information
The other information comprises the information included in the Annual Report and Accounts, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
· the parent company financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the directors' responsibilities statement set out on page 34, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the group and the parent company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment laws, health and safety regulations, oil and gas laws and regulations, the Bribery Act 2010 and GDPR regulations.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
· Inquiring of management and, where appropriate, those charged with governance, as to whether the group and the parent company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
· Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
· Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
· Considering the risk of acts by the group and the parent company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006.
In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, the carrying value of exploration and evaluation assets, and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
· Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
· Gaining an understanding of the internal controls established to mitigate risks related to fraud;
· Discussing amongst the engagement team the risks of fraud; and
· Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect on our audit are discussed in the "Key audit matters" section of this report.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of the audit report
This report is made solely to the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body for our audit work, for this report, or for the opinions we have formed.
Thomas Cooke (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF29 June 2026
Consolidated Statement of Income
for the year ended December 31, 2025
Note
2025 £000
2024 £000
Net (loss) in financial assets measured at fair value through profit or loss
15
(13)
-
Other income
-
42
Share of losses of associates
14
(1,071)
(1,013)
Exploration expense
4
(10)
(348)
Impairment
14
(4,015)
-
Administration expenses
(2,654)
(1,980)
Non-underlying items
26
-
(98)
Share based payments expense
22
(143)
(153)
Foreign exchange losses
(4)
(1)
Operating loss
(7,910)
(3,551)
Finance costs
5
(68)
(18)
Finance income
75
169
(Loss) before tax for the year
(7,903)
(3,400)
Taxation
9
-
-
(Loss) for the year
(7,903)
(3,400)
Attributable to:
Non-controlling interest
(147)
-
Reabold shareholders
(7,756)
(3,400)
Earnings per share
(Loss) for the year attributable to Reabold shareholders
Per ordinary share (pence)
Basic
10
(0.08)
(0.03)
Diluted
10
(0.08)
(0.03)
Consolidated Statement of Comprehensive Income
for the year ended December 31, 2025
_____________________________________________________________________________________
Note
2025 £000
2024 £000
Loss for the year
(7,903)
(3,400)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Currency translation differences
-
Share of items relating to equity-accounted entities
499
17
Share of items related to equity accounted entities reclassified to impairment losses
(20)
-
Other comprehensive income
14
479
17
Total comprehensive income
(7,424)
(3,383)
Attributable to
Non-controlling interest
(147)
-
Reabold Shareholders
(7,277)
(3,383)
Consolidated and Company Balance Sheet
as at December 31, 2025
_____________________________________________________________________________________
Group
Company
Note
Dec 31, 2025
Dec 31, 2024
Dec 31, 2025
Dec 31, 2024
Registered Number: 3542727
£000
£000
£000
£000
Non-current assets
Exploration & evaluation assets
11
29,030
7,006
6,916
7,005
Property, plant and equipment
12
9
46
7
46
Investments in associates
14
5,438
26,088
5,438
26,088
Investments in subsidiaries
13
-
-
17,403
13
Other investments
15
13
28
2
15
Restricted cash
17
320
53
53
53
Trade and other receivables
16
7
7
7
7
34,817
33,228
29,826
33,227
Current assets
Prepayments
102
43
60
43
Trade and other receivables
16
74
65
749
66
Cash and cash equivalents
17
2,100
6,248
1,940
6,248
2,276
6,356
2,749
6,357
Total assets
37,093
39,584
32,575
39,584
Current liabilities
Lease liabilities
12
7
40
7
40
Trade and other payables
18
208
127
137
127
Accruals
206
161
158
161
421
328
302
328
Non-Current liabilities
Trade and other payables
53
-
-
-
Lease liabilities
12
-
7
-
7
Provision for decommissioning
19
740
380
148
380
793
387
148
387
Total liabilities
1,214
715
450
715
Net assets
35,879
38,869
32,125
38,869
EQUITY
Share capital
21
10,589
10,589
10,589
10,589
Share premium account
1,103
1,103
1,103
1,103
Capital redemption reserve
200
200
200
200
Treasury shares
(338)
(338)
(338)
(338)
Share based payment reserve
22
2,273
2,130
2,273
2,130
Retained earnings
17,806
25,185
18,298
25,185
Equity attributable to Reabold Resources plc shareholders
31,633
38,869
32,125
38,869
Non-controlling interest
4,246
-
-
-
Total Equity
35,879
38,869
32,125
38,869
The loss for the Company was £7.3 million for the year ended 31 December 2025 (2024: loss of £3.4 million). In accordance with the exemption granted under section 408 of the Companies Act 2006, a separate income statement for the Company has not been presented.
Approved by the Board on 29 June 2026
Sachin Oza
Stephen Williams
Co-Chief Executive Officer
Co-Chief Executive Officer
Consolidated and Company Statement of changes in equity
for the year ended December 31, 2025
_____________________________________________________________________________________
Group
Note
Share capital1
Treasury Shares
Other reserves2
Retained earnings
Total
Non-controlling interest
Total equity
£'000
£'000
£'000
£'000
£'000
£'000
£'000
At January 1, 2024
10,589
(263)
3,280
28,568
42,174
-
42,174
Loss for the year
-
-
-
(3,400)
(3,400)
-
(3,400)
Other comprehensive income
-
-
-
17
17
-
17
Total comprehensive loss
-
-
-
(3,383)
(3,383)
-
(3,383)
Repurchase of ordinary share capital
21
-
(75)
-
-
(75)
-
(75)
Share-based payments
22
-
-
153
-
153
-
153
Share of equity-accounted entities' changes in equity
-
-
-
-
-
-
-
At December 31, 2024
10,589
(338)
3,433
25,185
38,869
-
38,869
Loss for the year
-
-
-
(7,756)
(7,756)
(147)
(7,903)
Other comprehensive income
-
-
-
479
479
-
479
Total comprehensive loss
-
-
-
(7,277)
(7,277)
(147)
(7,424)
Share-based payments
22
-
-
143
-
143
-
143
Share of equity-accounted entities' changes in equity
-
-
-
(102)
(102)
-
(102)
Other changes in non-controlling interest3
-
-
-
-
-
4,393
4,255
At December 31, 2025
10,589
(338)
3,576
17,806
31,633
4,246
35,879
1 See Note 21 "Called-up Share Capital"
2 See Note 23 "Other reserves"
3 Relates to the non-controlling interest arising on the acquisition of a further 20.4% in Rathlin giving Reabold a controlling 79.8% interest in Rathlin.
Company
Note
Share capital
Share premium account
Capital redemption reserve
Treasury Shares
Share based payments reserve
Retained earnings
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
At January 1, 2024
10,589
1,103
200
(263)
1,977
28,569
42,175
Loss for the year
-
-
-
(3,401)
(3,401)
Other comprehensive income
17
17
Total comprehensive income
-
-
-
-
-
(3,384)
(3,384)
Repurchase of ordinary share capital
21
-
-
-
(75)
(75)
Share-based payments
22
-
-
-
-
153
153
Share of equity-accounted entities' changes in equity
-
-
-
-
-
-
At December 31, 2024
10,589
1,103
200
(338)
2,130
25,185
38,869
Loss for the year
-
-
-
-
-
(7,264)
(7,264)
Other comprehensive income
-
-
479
479
Total comprehensive income
-
-
-
-
-
(6,785)
(6,785)
Share-based payments
22
-
-
-
-
143
-
143
Share of equity-accounted entities' changes in equity
-
-
-
-
-
(102)
(102)
At December 31, 2025
10,589
1,103
200
(338)
2,273
18,298
32,125
Share Capital
The balance on the share capital account represents the aggregate nominal value of all ordinary and preference shares in issue.
Share premium account
The balance on the share premium account represents the amounts received in excess of the nominal value of the ordinary and preference shares.
Capital redemption reserve
The balance on the capital redemption reserve represents the aggregate nominal value of all the ordinary shares repurchased and cancelled.
Treasury shares
Treasury shares represent Reabold shares repurchased and available for specific and limited purposes.
Share based payments reserve
The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 22 for further details of these plans.
Retained earnings
The balance held on this reserve is the accumulated retained profits and losses of the Group/Company
Consolidated and Company Statement of Cash Flows
for the year ended December 31, 2025
_____________________________________________________________________________________
Group
Company
2025
2024
2025
2024
Note
£000
£000
£000
£000
Operating activities
(Loss) for the period
(7,903)
(3,400)
(7,264)
(3,401)
Adjustments to reconcile loss for the period to net cash used in operating activities
Depreciation
12
44
33
39
33
Exploration expenditure written off
4
-
293
-
Impairment of investments in subsidiaries
13
-
-
1
-
Impairment of associates
14
4,015
4,015
Impairment of receivables
-
-
116
339
Net loss (gain) on financial assets at fair value through profit or loss
15
13
-
13
-
Share of losses from associates
14
1,071
1,013
1,071
1,013
Net finance (income) costs
(7)
(151)
(74)
(150)
Share-based payments expense
22
143
153
143
153
Net cash used in operating activities before working capital movements
(2,624)
(2,059)
(1,940)
(2,013)
Decrease (increase) in other current assets
(12)
105
(77)
70
(Decrease)/Increase in other current liabilities
(9)
(312)
6
(309)
Net cash used in operating activities
(2,645)
(2,266)
(2,011)
(2,252)
Investing activities
Expenditure on exploration & evaluation assets
11
(675)
(293)
(159)
(257)
Acquisitions, net of cash acquired
2
(136)
-
(725)
-
Investments in associates
14
(725)
(991)
(724)
(991)
Total cash capital expenditure
(1,536)
(1,284)
(1,608)
(1,248)
Proceeds from disposal of associates
-
4,365
-
4,365
Interest received
75
158
70
158
Movements in restricted cash
-
(28)
-
(28)
Loans to subsidiaries
-
-
(717)
(50)
Net cash (used in) / generated by investment activities
(1,461)
3,211
(2,255)
3,197
Financing activities
Repurchase of shares
21
-
(75)
-
(75)
Lease liability payments
12
(42)
(35)
(42)
(35)
Net cash used in financing activities
(42)
(110)
(42)
(110)
Currency translation differences relating to cash and cash equivalents
-
-
-
-
(Decrease) / increase in cash and cash equivalents
(4,148)
835
(4,308)
835
Cash and cash equivalents at the beginning of the period
17
6,248
5,413
6,248
5,413
Cash and cash equivalents at the end of the period
17
2,100
6,248
1,940
6,248
NOTES TO THE FINANCIAL STATEMENTS
1. Significant accounting policies, judgements, estimates and assumptions
Authorisation of financial statements and statement of compliance with International Financial Reporting Standards
The consolidated financial statements of Reabold Resources PLC and its subsidiaries (collectively referred to as Reabold or the Group) for the year ended 31 December 2025 were approved and signed by the Co-Chief Executive Officers on 29 June 2026 having been duly authorised to do so by the Board of Directors. Reabold is a public limited company incorporated and domiciled in England and Wales with its registered office at 20 Primrose Street, London, EC2A 2EW. The principal activity of the Company and the Group is to invest in pre-cash flow upstream oil and gas projects to create value and generate returns. The Company's ordinary shares are traded on AIM. The Group's and Company's financial statements have been prepared in accordance with UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006. The significant accounting policies and accounting judgements, estimates and assumptions of the Group are set out below.
Basis of preparation
The financial statements for the Group and Company have been prepared on a going concern basis and in accordance with IFRS issued and effective for the year ended 31 December 2025. The accounting policies that follow have been consistently applied to all years presented, except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis, except for the fair value remeasurement of certain financial instruments as set out in the accounting policies and are presented in £ sterling and all values are rounded to the nearest thousand pounds (£000), except where otherwise indicated.
Going concern
The Directors have prepared the financial statements on a going concern basis, which assumes that the Group and Company will continue in operational existence for a period of at least twelve months from the date of approval of these financial statements.
At 31 May 2026, the Group held cash balances of approximately £4.4 million, which the Directors believe are sufficient to fund the Group's general and administrative expenditure, committed obligations and on-going non-project related expenditure for the going concern assessment period. The Group's current strategy includes the recompletion of the A-2 well in the second half of 2026 in order to unlock the inherent value in Reabold's flagship project at West Newton. The recompletion of the A-2 well is expected to materially reduce the Group's available cash resources and the Group would likely require additional funding thereafter in order to continue its planned activities and meet future obligations.
The Directors note that the timing and availability of any future funding remain uncertain and may be significantly influenced by the outcome of the recompletion and testing of the A-2 well. In the unlikely event that the well is unsuccessful, the Group's ability to secure further financing may be adversely affected. In addition, failure to undertake the planned drilling activity could adversely impact the Group's interest in the PEDL 183 licence.
The Directors acknowledge that there can be no assurance that the planned strategy will achieve the anticipated outcome or support the Group's future funding requirements required to realise its assets and discharge its liabilities in the normal course of business and therefore there exists a material uncertainty concerning the ability of the Group to continue as a going concern. After considering the current cash position, forecast expenditure and available mitigating actions such as deferring capex or monetising investments, the Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis, and the directors are confident in the Group's ability to progress its strategy and realise the value of its assets.
Significant accounting policies: use of judgements, estimates and assumptions
Inherent in the application of many of the accounting policies used in preparing the consolidated financial statements is the need for Reabold management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual outcomes could differ from the estimates and assumptions used. The accounting judgements and estimates that have a significant impact on the results of the Group are set out below, and include, where relevant, references to the potential impact of climate change and the transition to a lower carbon economy, and should be read in conjunction with the information provided in the Notes on financial statements.
Sources of estimation uncertainty
Decommissioning provision
Amounts used in recording a provision for decommissioning are estimates based on current legal and constructive requirements and current technology and price levels for the removal of facilities and plugging and abandoning of wells. Due to changes in relation to these items, the future actual cash outflows in relation to decommissioning are likely to differ in practice. To reflect the effects due to changes in legislation, requirements and technology and price levels, the carrying amounts of decommissioning provisions are reviewed on a regular basis. The discount rate applied to reflect the time value of money in the carrying amount of provisions requires estimation. The discount rate used in the calculation of provisions is the pre-tax rate that reflects current market assessments of the time value of money. Generally, the market assessments of the time value of money can be reflected in the risk-free rate. Reabold considers it appropriate to use UK gilt yield returns as the basis for the risk-free rate. The discount rate applied is reviewed regularly and adjusted following changes in market rates. The effects of changes in estimates do not give rise to prior year adjustments and are dealt with prospectively. While the group uses its best estimates and judgement, actual results could differ from these estimates. The energy transition may result in decommissioning occurring earlier than expected thereby increasing the present value of associated decommissioning provisions. Information about decommissioning and restoration provisions and their sensitivity to changes in estimates is presented in Note 19.
Use of judgements
Assessment as not an investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at FVPL rather than consolidate them. The criteria which define an investment entity are, as follows:
· An entity that obtains funds from one or more investors for the purpose of providing those investors with investment management services
· An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both
· An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis
Reabold holds direct interests in several exploration and appraisal assets. How these assets will be monetised is not determined at the outset, and could take several forms e.g. a sale, an IPO, a farmout or taking the assets through to production. Reabold does not commit to its investors that its business purpose is to invest funds solely for returns from capital appreciation or investment income.
The Board has concluded that the business does not meet the definition of an investment entity. These conclusions will be reassessed on a continuous basis, if any of these criteria or characteristics change.
Investments in Daybreak, Rathlin and Danube
Judgement is required in assessing the level of control or influence over another entity in which the Group holds an interest. Significant influence is defined in IFRS as the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. Significant influence is presumed when an entity owns 20% or more of the voting power of the investee. Significant influence is presumed not to be present when an entity owns less than 20% of the voting power of the investee. IFRS identifies several indicators that may provide evidence of significant influence, including representation on the board of directors of the investee and participation in policy-making processes.
For Reabold, the judgements that the Group does not have significant influence over Daybreak, and continues to have significant influence over Danube are significant. On 31 January 2025, Reabold increased its interest in Rathlin to 79.8% and accounts for its investment in Rathlin as a subsidiary from this date going forward. See below for further details.
Daybreak
Following Reabold's announcement on 26 May 2022 regarding the completion of the equity exchange agreement with Daybreak, Reabold assessed whether it has significant influence over Daybreak. Judgement is required in assessing the level of control or influence over another entity in which the Group holds an interest. For Reabold, the judgement that the Group does not have significant influence over Daybreak even though it holds 42% of the voting rights is significant.
Reabold does not have any directors on the Board of Daybreak, nor can it appoint any directors and it does not actively participate in the financial and operating policy decisions of Daybreak. All significant decisions are taken by the executive management team of Daybreak, which does not include any director, employee or contractor of Reabold. Reabold does not exchange technical information with Daybreak nor is there any interchange of managerial personnel. Reabold is a passive investor and does not have the ability to exercise significant influence over the operating and financial policies of Daybreak. Reabold's management considers, therefore, that the Group does not have significant influence over Daybreak, as defined by IFRS. As a consequence of this judgement, Reabold accounts for its interest in Daybreak as a financial asset measured at fair value within 'Other investments'. See Note 15 for further information.
Danube
Reabold holds an equity stake in Danube of 50.8%, it is considered to only have significant influence and not control over Danube. Pursuant to the existing Danube Shareholders' Agreement, Reabold has the right to appoint only one director to the Board of Danube, which comprises three directors. Reabold's 50.8% interest in Danube is as a result of Danube's funding requirements and Reabold's desire to increase its economic interest in Danube's projects in Romania, rather than an objective by Reabold to seek control over Danube. As a consequence of this judgement, Reabold does not consolidate Danube as a subsidiary, but instead treats Danube as an associate and incorporates the results, assets and liabilities of Danube in the consolidated financial statements using the equity method of accounting.
Rathlin
On 31 January 2025, Reabold increased its interest in Rathlin to 79.8%. Prior to this Reabold owned 59.5% and treated its investment in Rathlin as an associate. The reason Rathlin was previously treated as an associate was because Reabold only had the right to appoint one director to the Board of Rathlin, which, at the end of 2024 comprised of 3 directors. Therefore, although Reabold had the majority of voting rights it did not have the power over Rathlin to direct relevant activities and therefore did not control Rathlin. Reabold's 59.5% interest in Rathlin was as a result of Rathlin's funding requirements and Reabold's desire to increase its economic interest in the West Newton Project, rather than an objective by Reabold to seek control over Rathlin. As a consequence of this judgement, Reabold did not consolidate Rathlin as a subsidiary, but instead treated Rathlin as an associate and incorporated the results, assets and liabilities of Rathlin in the consolidated financial statements using the equity method of accounting.
On 31 January 2025, Reabold increased its interest in Rathlin to 79.8%. With this level of voting power, Reabold is able to pass special resolutions such as capital structure decisions and appointments/removal of key management. Management considers therefore that Reabold has control over Rathlin and has started to consolidate Rathlin as a subsidiary from 1 February 2025.
Acquisitions - Business combination or asset acquisition
Management exercised judgement in determining that the acquisition of a controlling interest in Rathlin did not constitute a business combination under IFRS 3 and was therefore accounted for as an asset acquisition. Where the acquired entity does not meet the definition of a business the transaction falls outside the scope of IFRS 3.
Under IFRS 3, a business must include:
· Inputs (e.g., assets like E&E licences)
· Processes (systems, workforce, know-how)
· Ability to produce outputs
Rathlin only holds one E&E licence - PEDL 183, and therefore does have inputs. There are some processes within Rathlin e.g. Rathlin has a small workforce carrying out technical evaluations, but no formal field development plan (FDP) is yet in place and therefore these processes are not directly contributing to any outputs, and are therefore not substantive. PEDL183 has contingent resources, not proven reserves. Rathlin also has no outputs (West Newton is not producing). Given Rathlin's primary asset is an E&E asset with no proven reserves and no current production or formal FDP, we have made the judgement that the acquisition is not a business but an asset acquisition and IFRS 3 does not apply, and therefore the transaction has been accounted for as an asset acquisition at cost.
Exploration and appraisal intangible assets
Judgement is required to determine whether it is appropriate to continue to carry costs associated with exploration wells on the balance sheet. This includes costs relating to exploration licences. It is not unusual to have such costs remaining suspended on the balance sheet for several years while additional appraisal drilling and seismic work on the potential oil and natural gas field is performed or while the optimum development plans and timing are established. The costs are carried based on the current regulatory and political environment or any known changes to that environment. All such carried costs are subject to regular technical, commercial and management review on at least an annual basis to confirm the continued intent to develop, or otherwise extract value from, the discovery. Where this is no longer the case, the costs are immediately expensed.
The energy transition may affect the future development or viability of exploration prospects. The recoverability of the Group's exploration and evaluation assets was considered during 2025. No write offs relating to the energy transition were identified. These assets will continue to be assessed as the energy transition progresses.
The carrying amount of capitalised costs are included in note 11.
Impairment of intercompany receivables
In applying IFRS 9, management is required to apply significant judgment in determining the expected credit loss provision in respect of intercompany receivables. Intercompany balances arise within a centrally managed Group funding structure and are not subject to external credit ratings or observable market pricing. Accordingly, the assessment of credit risk and expected credit losses requires judgment in determining the appropriate basis for measuring default risk and recoverability. Significant judgment is applied in:
· Assessing whether intercompany receivables are considered to have low credit risk at the reporting date;
· Evaluating whether there has been a significant increase in credit risk for individual subsidiaries; and
· Determining the extent to which macroeconomic forward-looking information is relevant given the nature of intra-group funding arrangements.
Changes in these assumptions could result in a material adjustment to the impairment allowance recognised in future periods.
Basis of consolidation
The consolidated group financial statements consolidate the financial statements of Reabold Resources PLC and its subsidiaries drawn up to 31 December each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, including when control is obtained via potential voting rights, and continue to be consolidated until the date that control ceases.
The financial statements of subsidiaries are prepared for the same reporting year as the Parent Company, using consistent accounting policies. Intragroup balances and transactions have been eliminated.
If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
Interests in other entities
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The identifiable assets acquired and liabilities assumed are recognised at their fair values at the acquisition date.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred, the amount recognised for any non-controlling interest and the acquisition-date fair values of any previously held interest in the acquiree over the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. The amount recognised for any non-controlling interest is measured at the present ownership's proportionate share in the recognised amounts of the acquiree's identifiable net assets. At the acquisition date, any goodwill acquired is allocated to each of the cash generating units, or groups of cash-generating units, expected to benefit from the combination's synergies. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill may arise upon investments in joint ventures and associates, being the surplus of the cost of investment over the group's share of the net fair value of the identifiable assets and liabilities. Any such goodwill is recorded within the corresponding investment in joint ventures and associates.
Goodwill may also arise upon acquisition of interests in joint operations that meet the definition of a business. The amount of goodwill separately recognised is the excess of the consideration transferred over the group's share of the net fair value of the identifiable assets and liabilities.
Acquisitions, Asset Purchases and Disposals
Acquisitions of oil and gas properties are accounted for under the acquisition method when the assets acquired and liabilities assumed constitute a business.
Transactions involving the purchase of an individual field interest, or a group of field interests, that do not constitute a business, are treated as asset purchases. Accordingly, no goodwill and no deferred tax gross up arises, and the consideration is allocated to the assets and liabilities purchased on an appropriate basis. Proceeds from the entire disposal of a development and production asset, or any part thereof, are taken to the income statement together with the requisite proportional net book value of the asset, or part thereof, being sold.
Interests in joint arrangements
Certain of the Group's activities are conducted through joint operations. Reabold recognises, on a line-by-line basis in the consolidated financial statements, its share of the assets, liabilities and expenses of these joint operations incurred jointly with the other partners, along with the Group's income from the sale of its share of the output and any liabilities and expenses that the Group has incurred in relation to the joint operation.
Full details of Reabold's working interests in those petroleum and natural gas exploration and production activities classified as joint operations are included in the Review of Operations.
Interests in associates
Investments in entities over which Reabold has significant influence but neither control nor joint control are classified as associates. The results, assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting as described below.
The equity method of accounting
Under the equity method, an investment is carried on the balance sheet at cost plus post-acquisition changes in the Reabold share of net assets of the entity, less distributions received and less any impairment in value of the investment. Loans advanced to equity-accounted entities that have the characteristics of equity financing are also included in the investment on the Reabold balance sheet. The income statement reflects the Reabold share of the results after tax of the equity-accounted entity. The Reabold share of amounts recognised directly in equity by an equity-accounted entity is recognised in the Reabold statement of changes in equity. Financial statements of equity-accounted entities are prepared for the same reporting year as Reabold.
Reabold assesses investments in equity-accounted entities for impairment whenever there is objective evidence that the investment is impaired. If any such objective evidence of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs of disposal and value in use. If the carrying amount exceeds the recoverable amount, the investment is written down to its recoverable amount.
Segmental reporting
The Group's operating segments are established on the basis of those components of the Group that are evaluated regularly by the Co-Chief Executive Officers, Reabold's chief decision makers, in deciding how to allocate resources and in assessing performance. The accounting policies of the operating segments are the same as the Group's accounting policies described in this note. Reabold changed its segmental reporting during 2025, see 'Change in segmentation' below.
Foreign currency translation
In individual subsidiaries and associates, transactions in foreign currencies are initially recorded in the functional currency of those entities at the spot exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the income statement. Non-monetary items, other than those measured at fair value, are not retranslated subsequent to initial recognition.
In the consolidated financial statements, the assets and liabilities of non-£ sterling functional currency subsidiaries and related goodwill, are translated into £ sterling at the spot exchange rate on the balance sheet date. The results and cash flows of non-£ sterling functional currency subsidiaries are translated into £ sterling using average rates of exchange. In the consolidated financial statements, exchange adjustments arising when the opening net assets and the profits for the year retained by non-£ sterling functional currency subsidiaries and associates are translated into £ sterling are recognised in a separate component of equity and reported in other comprehensive income. On disposal of a non-£ sterling functional currency subsidiary or associate, the related accumulated exchange gains and losses recognised in equity are reclassified from equity to the income statement.
Intangible assets - Oil and gas exploration and evaluation expenditure
Oil and gas exploration and evaluation expenditure is accounted for using the successful efforts method of accounting as described below.
Pre-licence costs
Pre-licence costs are expensed in the period in which they are incurred.
Licence and property acquisition costs
Exploration licence and acquisition costs are capitalised in intangible assets. Licence costs paid in connection with a right to explore in an existing exploration area are capitalised and are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount. This review includes confirming that exploration drilling is still under way or firmly planned, or that it has been determined, or work is under way to determine that the discovery is economically viable based on a range of technical and commercial considerations and that sufficient progress is being made on establishing development plans and timing. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties.
Exploration and evaluation costs
Exploration and evaluation activity involves the search for hydrocarbon resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Once the legal right to explore has been acquired, costs directly associated with an exploration well are capitalised as exploration and evaluation intangible assets until the drilling of the well is complete and the results have been evaluated. These costs include directly attributable employee remuneration, materials and fuel used, rig costs and payments made to contractors. Geological and geophysical costs are recognised in the statement of profit or loss and other comprehensive income, as incurred. If no potentially commercial hydrocarbons are discovered, the exploration asset is expensed.
If extractable hydrocarbons are found and, subject to further appraisal activity (e.g., the drilling of additional wells), it is probable that they can be commercially developed, the costs continue to be carried as an intangible asset while sufficient/continued progress is made in assessing the commerciality of the hydrocarbons. Costs directly associated with appraisal activity undertaken to determine the size, characteristics and commercial potential of a reservoir following the initial discovery of hydrocarbons, including the costs of appraisal wells where hydrocarbons were not found, are initially capitalised as an intangible asset. All such capitalised costs are subject to technical, commercial and management review, as well as review for indicators of impairment at least once a year. This is to confirm the continued intent to develop or otherwise extract value from the discovery. When this is no longer the case, the costs are expensed.
When proved reserves of oil and gas are identified and development is sanctioned by management, the relevant capitalised expenditure is first assessed for impairment and (if required) any impairment loss is recognised, then the remaining balance is transferred to oil and gas properties.
Property, plant and equipment - Oil and gas assets
Capitalisation
Oil and gas properties are stated at cost, less any accumulated depreciation and accumulated impairment losses. Oil and gas properties are generally accumulated into single field cost centres and represent the cost of developing the commercial reserves and bringing them into production together with the E&E expenditures incurred in finding commercial reserves previously transferred from E&E assets as outlined in the policy above.
Depreciation
The net book values of producing assets are depreciated generally on a field-by-field basis using the unit-of-production method by reference to the ratio of production in the year and the related commercial reserves of the field, taking into account the future development expenditure necessary to bring those reserves into production.
Impairment of property, plant and equipment intangible assets (oil and gas exploration and evaluation expenditure), and equity accounted entities
The Group assesses assets or groups of assets, called cash-generating units (CGUs), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU may not be recoverable; for example, changes in the Group's business plans to dispose rather than retain assets, changes in the Group's assumptions about commodity prices, evidence of physical damage or, for oil and gas assets, significant downward revisions of estimated reserves or increases in estimated future development expenditure or decommissioning costs. If any such indication of impairment exists, the Group makes an estimate of the asset's or CGU's recoverable amount. Individual assets are grouped into CGUs for impairment assessment purposes at the lowest level at which there are identifiable cash inflows that are largely independent of the cash inflows of other groups of assets. A CGU's recoverable amount is the higher of its fair value less costs of disposal and its value in use. If it is probable that the value of the CGU will be primarily recovered through a disposal transaction, the expected disposal proceeds are considered in determining the recoverable amount. Where the carrying amount of a CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount.
Exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. If no potentially commercial hydrocarbons are discovered, the exploration asset is expensed. If a discovery is made, the assessment for impairment includes confirming that exploration drilling is still under way or firmly planned, or that it has been determined, or work is under way to determine that the discovery is economically viable based on a range of technical and commercial considerations and that sufficient progress is being made on establishing development plans and timing. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off. All capitalised exploration and evaluation costs are subject to technical, commercial and management review, as well as review for indicators of impairment at least once a year. This is to confirm the continued intent to develop or otherwise extract value from the discovery. When this is no longer the case, the costs are expensed.
The group assesses investments in equity-accounted entities for impairment whenever there is objective evidence that the investment is impaired, after recognizing its share of any losses of the equity-accounted entity itself. If any such objective evidence of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs of disposal and value in use. If the carrying amount exceeds the recoverable amount, the investment is written down to its recoverable amount.
Leases
A contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for payments to be made to the owners (lessors) is accounted for as a lease. Contracts are assessed to determine whether a contract is, or contains, a lease at the inception of a contract or when the terms and conditions of a contract are significantly changed. The lease term is the non-cancellable period of a lease, together with contractual options to extend or to terminate the lease early, where it is reasonably certain that an extension option will be exercised or a termination option will not be exercised.
At the commencement of a lease contract, a lease liability and a corresponding right-of-use asset are recognised, unless the lease term is 12 months or less. The commencement date of a lease is the date on which the underlying asset is made available for use. The lease liability is measured at an amount equal to the present value of the lease payments during the lease term that are not paid at that date. The lease liability includes contingent rentals and variable lease payments that depend on an index, rate, or where they are fixed payments in substance. The lease liability is remeasured when the contractual cash flows of variable lease payments change due to a change in an index or rate when the lease term changes following a reassessment.
Lease payments are discounted using the interest rate implicit in the lease. If that rate is not readily available, the incremental borrowing rate is applied. The incremental borrowing rate reflects the rate of interest that the lessee would have to pay to borrow over a similar term, with a similar security, the funds necessary to obtain an asset of a similar nature and value to the right-of-use asset in a similar economic environment.
In general, a corresponding right-of-use asset is recognised for an amount equal to each lease liability, adjusted by the amount of any pre-paid lease payment relating to the specific lease contract. The depreciation on right-of-use assets is recognised in the Consolidated Statement of Income.
Impairment of the right-of-use asset
Right-of-use assets are subject to existing impairment requirements as set out in "Property, plant and equipment", above.
Investments
In its separate financial statements the Company recognises its investments in subsidiaries at cost less any provision for impairment.
Financial assets
Financial assets are recognised initially at fair value, normally being the transaction price. In the case of financial assets not measured at fair value through profit or loss, directly attributable transaction costs are also included. The subsequent measurement of financial assets depends on their classification, as set out below. The Group derecognises financial assets when the contractual rights to the cash flows expire or the rights to receive cash flows have been transferred to a third party and either substantially all of the risks and rewards of the asset have been transferred, or substantially all the risks and rewards of the asset have neither been retained nor transferred but control of the asset has been transferred. The Group classifies its financial assets as measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss. The classification depends on the business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortised cost
Financial assets are classified as measured at amortised cost when they are held in a business model the objective of which is to collect contractual cash flows and the contractual cash flows represent solely payments of principal and interest. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired. This category of financial assets includes trade and other receivables.
Financial assets measured at fair value through other comprehensive income
Financial assets are classified as measured at fair value through other comprehensive income when they are held in a business model the objective of which is both to collect contractual cash flows and sell the financial assets, and the contractual cash flows represent solely payments of principal and interest. The Group does not measure any financial assets at fair value through other comprehensive income.
Financial assets measured at fair value through profit or loss
Financial assets are classified as measured at fair value through profit or loss when the asset does not meet the criteria to be measured at amortised cost or fair value through other comprehensive income. Such assets are carried on the balance sheet at fair value with gains or losses recognised in the income statement.
Investments in equity instruments
Investments in equity instruments are subsequently measured at fair value through profit or loss.
Impairment of financial assets
The expected credit loss model is applied for recognition and measurement of impairments in financial assets measured at amortised cost or at fair value through other comprehensive income. The loss allowance for the financial asset is measured at an amount equal to the 12-month expected credit losses. If the credit risk on the financial asset has increased significantly since initial recognition, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses. Changes in loss allowances are recognised in profit or loss. For trade receivables, a simplified impairment approach is applied recognising expected lifetime losses from initial recognition.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and short-term bank deposits that generally have a maturity of three months or less at the date of purchase.
Equity instruments
Equity instruments issued by the Company are recorded in equity at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. The Group derecognises financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. The measurement of financial liabilities depends on their classification. The Group's financial liabilities include trade and other payables and accruals which are measured at amortised cost.
Financial liabilities measured at amortised cost
The Group's financial liabilities are initially recognised at fair value, net of directly attributable transaction costs. The Group's financial liabilities currently include trade and other payables and accruals. Obligations for loans and borrowings are recognised when the group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Group categorises assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Reabold's assumptions about pricing by market participants.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Decommissioning
Liabilities for decommissioning costs are recognised when the Group has an obligation to plug and abandon a well, dismantle and remove a facility or an item of plant and to restore the site on which it is located. Liabilities may arise upon construction of such facilities, upon acquisition or through a subsequent change in legislation or regulations. The amount recognised is the estimated present value of future expenditure determined in accordance with local conditions and requirements. An amount equivalent to the decommissioning provision is recognised as part of the corresponding intangible asset (in the case of an exploration or appraisal well) or property, plant and equipment. The decommissioning portion of the property, plant and equipment is subsequently depreciated at the same rate as the rest of the asset. Other than the unwinding of discount on or utilisation of the provision, any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding asset where that asset is generating or is expected to generate future economic benefits.
Employee benefits
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by the employees of the Group. The accounting policy for share-based payments is described below.
Share-based payments
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments on the date on which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the employees become fully entitled to the award. A corresponding credit is recognised within equity. Fair value is determined by using an appropriate, widely used, valuation model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the Company (market conditions). Non-vesting conditions are taken into account in the grant-date fair value, and failure to meet a non-vesting condition, where this is within the control of the employee is treated as a cancellation and any remaining unrecognised cost is expensed.
Income taxes
The tax charge represents the sum of current and deferred tax.
Current tax payable is based on taxable profits for the year. Taxable profits differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets are offset when there is a legally enforceable right to offset current tax assets against current liabilities and when deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entity where there is an intention to settle on a net basis.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability or the asset is realised.
Own equity instruments - treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. Treasury shares represent ordinary shares repurchased and available for specific and limited purposes. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is also recognised in equity.
Finance income
Finance revenue chiefly comprises interest income from cash deposits on the basis of the effective interest rate method and is disclosed separately on the face of the income statement.
Earnings per share
Earnings per share is calculated using the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of ordinary shares outstanding during the period plus the weighted average number of shares that would be issued on the conversion of all relevant potentially dilutive shares to ordinary shares. Where the impact of converted shares would be anti-dilutive, these are excluded from the calculation of diluted earnings.
Updates to material accounting policy information
Impact of new International Financial Reporting Standards
There are no new or amended standards or interpretations adopted from 1 January 2025 onwards that have a significant impact on the financial information.
Standard issued but not yet effective
IFRS 18 was issued in April 2024 and will replace IAS 1 Presentation of Financial Statements. IFRS 18 will be effective for reporting periods beginning on or after January 1, 2027. This standard sets out requirements for the presentation and disclosure of information in financial statements, particularly the Consolidated Statement of Income. The standard introduces a defined structure for the Consolidated Statement of Income, additional defined subtotals, new principles for aggregation and disaggregation of information, and it mandates disclosures about management-defined performance measures. It also includes consequential amendments to IAS 7 Statement of Cash Flows, requiring operating profit as the starting point for the indirect method and limiting the classification options for interest and dividends.
IFRS 18's impact will be limited to disclosure and presentation in the Consolidated Financial Statements. For Reabold, the primary change will be the reclassification of expenses into the operating, investing and financing categories respectively within the Consolidated Statement of Income.
The following other new or amended standards not yet adopted are not expected to have a material impact on the financial statements.
· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
· Amendments to IFRS 9 and IFRS 7 - Power Purchase Agreements
· Annual Improvements to IFRS Accounting Standards-Volume 11
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
Other changes to significant accounting policies
Change in segmentation
During 2025, given the relinquishment of most of the Group's UK offshore North Sea licences, the Group's reportable segments changed consistent with a change in the way that resources are allocated and performance is assessed by the chief operating decision maker, who for Reabold is the Co-Chief Executive Officers, from that date. From 2025, the Group's reportable segments are UK and international. At 31 December 2024, the Group's reportable segments were onshore UK, offshore UK, and international.
UK comprises the Group's investment in Rathlin, the Group's 16.67% direct interest in PEDL183, and the Group's 10% non-operated interest in Licence P2659 in the Southern North Sea, which was previously reported as part of the offshore UK segment.
International comprises the Group's investments in Danube Petroleum Ltd, Daybreak Oil & Gas Inc., and LNEnergy Ltd.
Comparative information for 2024 has been restated in Note 3 to reflect the changes in reportable segments.
2. Acquisitions and other significant transactions2025
Rathlin
On 30 January 2025, Reabold completed its acquisition of 20.4% of the shares in Rathlin from Connaught, taking Reabold's total shareholding in Rathlin to approximately 79.8%. Reabold will account for its investment in Rathlin as a subsidiary from this date going forward. It was concluded that Rathlin does not meet the definition of a business under IFRS 3 and therefore the transaction has been accounted for as an asset acquisition at cost. (see Note 1 - Use of judgements for further details). The cost of the net assets acquired comprises the carrying value of the previously held 59.5% equity interest in Rathlin and the fair value of the consideration paid to acquire the 20.4% equity interest. The fair value of the consideration paid to acquire the 20.4% interest was a cash consideration of £700,000. Reabold acquired a cash balance of 588,000 from Rathlin at acquisition and incurred costs of £24,000 resulting in a net cash outflow of £136,000. The total exploration and evaluation asset recognised in relation to the acquisition was £22.6 million - see note 11. A decommissioning liability of £1.5 million was also recognised as part of the acquisition - see note 19. The non-controlling 20.2% was recognised at the proportionate share of the consolidated carrying values of the net assets acquired including transaction costs.
The summarised financial information of Rathlin is provided below. This information is based on amounts before inter-company eliminations.
Summarised statement of for 2025:
Rathlin Energy UK Limited
£000
Revenue from contracts with customers
-
Loss for the year
779
Summarised Balance Sheet as at 31 December 2025:
Rathlin Energy UK Limited
£000
Non-current assets
21,716
Current assets
214
Non-current liabilities
(698)
Current liabilities
(893)
Total equity
20,339
Summarised Cash flow information for year ended 31 December 2025:
Rathlin Energy UK Limited
£000
Operating
(716)
Investing
(542)
Financing
693
Net decrease in cash and cash equivalents
(565)
LNEnergy
During the year, Reabold increased its interest in LNEnergy from 29.2% to 47.6%, via the conversion of £540,000 of convertible loan notes, of which £250,000 was advanced in 2024, and through exercising its pre-emption rights by subscribing for an additional 256 shares at a price of £1,200 per share. The carrying amount of the investment in LNEnergy is reported within Investments in associates. See note 14 for further details
2024
During 2024, Reabold increased its investment in LNEnergy by 3.1% to 29.2% via a cash consideration of £205,000 and the conversion of £510,000 of convertible loan notes, of which £500,000 was in cash and £10,000 was in accrued interest. In addition, Reabold advanced £250,000 in convertible loan notes during 2024, which have been classified as an increase in the investment in LNEnergy.
3. Segmental analysis
The Directors consider the Group to have two segments, being UK and International.
UK comprises the Group's investment in Rathlin, the Group's 16.67% direct interest in PEDL183, and the Group's 10% non-operated interest in Licence P2659 in the Southern North Sea, which was previously reported as part of the offshore UK segment.
International comprises the Group's investments in Danube Petroleum Ltd, Daybreak Oil & Gas Inc., and LNEnergy Ltd.
Other business and corporate covers the non-operating activities supporting Reabold and comprises the Group's treasury functions and corporate activities, which are centrally managed. All finance expense and income and related taxes are included in Other business & corporate segment earnings rather than in the earnings of business segments.
2025
UK
£000
International
£000
Other business & corporate
£000
Total
£000
Net (loss) in financial assets measured at fair value through profit or loss
(13)
(13)
Other income
Share of losses of associates
(31)
(1,040)
(1,071)
Exploration expense
(10)
(10)
Impairment
(4,015)
(4,015)
Administration expenses
(690)
(1,964)
(2,654)
Non-underlying items
-
Share based payments expense
(143)
(143)
Foreign exchange losses
(3)
(1)
(4)
Profit (loss) on ordinary activities
(734)
(5,068)
(2,108)
(7,910)
Finance costs
-
-
(68)
(68)
Finance income
-
-
75
75
Profit (loss) before tax for the year
(734)
(5,068)
(2,101)
(7,903)
Taxation
-
-
Profit (loss) for the year
(734)
(5,068)
(2,101)
(7,903)
Segment assets
29,564
5,451
2,078
37,093
Segment liabilities
(965)
-
(249)
(1,214)
Additions to non-current assetsa
23,265
725
-
23,990
Non-current assets
29,039
5,451
327
34,817
a Includes additions to property, plant and equipment (including right-of-use assets); goodwill; intangible assets; investments in joint ventures; and investments in associates.
2024
UK onshore
£000
International
£000
Other business & corporate
£000
Total
£000
Other income
-
-
42
42
Share of losses of associates
(479)
(534)
-
(1,013)
Exploration expense
(348)
-
-
(348)
Administration expenses
-
-
(1,980)
(1,980)
Non-underlying items
-
-
(98)
(98)
Share based payments expense
-
-
(153)
(153)
Foreign exchange losses
-
-
(1)
(1)
Profit (loss) on ordinary activities
(827)
(534)
(2,190)
(3,551)
Finance costs
-
-
(18)
(18)
Finance income
-
-
169
169
Profit (loss) before tax for the year
(827)
(534)
(2,039)
(3,400)
Taxation
-
-
-
-
Profit (loss) for the year
(827)
(534)
(2,039)
(3,400)
Segment assets
23,782
9,404
6,398
39,584
Segment liabilities
(404)
-
(311)
(715)
Additions to non-current assetsa
325
969
79
1,373
Non-current assets
23,748
9,420
60
33,228
a Includes additions to property, plant and equipment (including right-of-use assets); goodwill; intangible assets; investments in joint ventures; and investments in associates.
b Comparative information for 2024 has been restated to reflect the changes in reportable segments. For more information see Note 1- Change in segmentation.
4. Exploration expense
The following table represents amounts included within the Group income statement relating to activity associated with the exploration for and evaluation of oil and natural gas resources.
2025
2024
£000
£000
Exploration expenditure written offa
-
293
Other exploration costs
10
55
Exploration expense for the year
10
348
a Amounts written off in 2024 were as a result of licences either relinquished in the year or licences soon to be relinquished.
Exploration expenditure written off in 2024 related to the following North Sea Licences - part of the UK segment: P2504 - £117,000, P2605 - £176,000
5. Finance costs
2025
2024
£000
£000
Interest expense related to leases
(1)
(3)
Unwinding of discount on decommissioning provisions
(67)
(15)
Total
(68)
(18)
6. Auditor's Remuneration
2024
£000
2024
£000
Fees in respect of the audit of the Consolidated and Parent Company Financial Statements
103
90
Total
103
90
No fees were paid to auditors for non-audit services in 2025 or 2024.
7. Remuneration of senior management and non-executive directors
Remuneration of directors
Group and Company
2025
£000
2024
£000
Total for all directors
Emoluments
736
769
Amounts received under incentive schemes
-
-
Employer contributions to pension plans
31
30
Total
767
799
Emoluments
These amounts comprise fees paid to the Non-executive Chair and the Non-executive Directors and, for Executive Directors, salary and benefits earned during the relevant financial year, plus cash bonuses awarded for the year.
Further information
Full details of individual Directors' remuneration are given in the Directors' Remuneration Report on page 31.
Remuneration of directors and senior management
Group and Company
2025
£000
2024
£000
Total for all senior management and non-executive directors
Short-term employee benefits
928
933
Pension costs
40
39
Share-based payments
143
152
Total
1,111
1,124
Senior management comprises the Executive Directors and Chief Financial Officer.
Short-term employee benefits
These amounts comprise fees paid to the Non-executive Chair and Non-executive Directors, as well as salary, benefits and cash bonuses for senior management. Deferred annual bonus awards to be settled in shares are included in share-based payments.
Pensions
The amounts represent the cost to the group of providing pensions to senior management in respect of the current year of service.
Share-based payments
This is the cost to the group of senior management's participation in share-based payment plans, as measured by the fair value of options and shares granted, accounted for in accordance with IFRS 2 'Share-based Payments'.
8. Employee costs and numbers
Group
2025
£000
2024
£000
Remuneration
1,039
746
Social security costs
121
103
Pension costs
49
40
Share-based payments
143
152
1,352
1,041
Company
2025
£000
2024
£000
Remuneration
703
746
Social security costs
94
103
Pension costs
40
40
Share-based payments
143
152
980
1,041
Employee costs do not include fees paid to Non-executive Directors.
Pension benefits are provided through defined contribution plans.
The average number of persons employed by the Group during the year was 7 (2024: 4) with 3 in senior management functions at Reabold and 4 employed by Rathlin, part of the UK segment.
The average number of persons employed by the Company during the year was 3 (2024:4), with 3 in senior management functions (2024:3) and 0 in technical functions (2024:1).
9. Taxation
Tax charged in the income statement
2025
£000
2024
£000
Current tax
-
-
Deferred tax
-
-
Tax charge in the income statement
-
-
Reconciliation of the total tax charge
2025
£000
2024
£000
Accounting (loss) before taxation
(7,903)
(3,400)
Statutory rate of corporation tax in the UK of 25% (2024: 25%)
(1,976)
(850)
Adjustments in respect of prior periods
-
-
Share of operating loss of associates not taxable
268
253
Expenses not deductible for tax purposes
1,080
111
Deferred tax asset not recognised
628
486
Tax charge reported in income statement
-
-
Unrecognised tax losses
The Group has total unused UK tax losses of £84.1 million (2024: £23.8 million) including pre trading capital expenses and capital losses of £62.0 million (2024: £10.2 million) for which no deferred tax asset has been recognised at the balance sheet date due to the uncertainty of recovery of these losses. The unused tax losses have no fixed expiry date.
The significant increase in tax losses compared with the prior year reflects tax losses arising on the acquisition of a controlling interest in Rathlin.
We estimate that, once the Group makes the decision to move ahead with the development at West Newton, losses of approximately £114 million would be crystallised. The reason for the uplift compared with the unrecognised tax losses quoted above is due to the ring fence expenditure supplement which would uplift the qualifying pool of pre-trading costs.
Company
The Company has £23.5 million (2024: £21.5 million) of UK corporation tax losses including pre trading capital expenses and capital losses of £9.7 million (2024: £9.5 million) which are not recognised as deferred tax assets. The unused tax losses have no fixed expiry date.
10. Earnings per share
Basic earnings per share are calculated by dividing the profit (loss) attributable to Reabold shareholders for the year by the weighted average number of shares outstanding during the year. The weighted average number of shares outstanding excludes treasury shares. Diluted earnings per share are based on the same profit (loss) figures. The weighted average number of shares outstanding during the year is increased by dilutive shares related to share-based compensation plans. If the inclusion of potentially issuable shares could decrease diluted loss per share, the potentially issuable shares are excluded from the weighted average number of shares outstanding used to calculate diluted earnings per share.
2025
£000
2024
£000
(Loss) for the year attributable to Reabold ordinary shareholders
(7,756)
(3,400)
2024
Basic weighted average number of ordinary shares (thousand of shares)
10,194,413
10,195,475
Potential dilutive effect of ordinary shares issuable under employee share-based payment plans (thousand of shares)
-
Weighted average number of ordinary shares outstanding used to calculate diluted earnings per share (thousand of shares)
10,194,413
10,195,475
2025
Pence per share
2024
Pence per share
Basic earnings per share
(0.08)
(0.03)
Diluted earnings per share
(0.08)
(0.03)
The number of ordinary shares outstanding at 31 December 2025, excluding treasury shares was 10,194,413,490 (2024: 10,194,413,490.
11. Exploration and evaluation assets
Group
Company
2025
£000
2024
£000
2025
£000
2024
£000
At 1 January
7,006
7,023
7,005
6,766
Additions on acquisition of controlling interest of Rathlin
22,583
-
-
-
Other additions
675
293
160
256
Decommissioning revisions
(1,234)
(17)
(249)
(17)
Exploration expenditure written off
-
(293)
-
-
Disposals
-
-
-
-
At 31 December
29,030
7,006
6,916
7,005
Group
Reabold acquired 20.4% of the shares in Rathlin from Connaught Oil and Gas Limited as announced on 31 January 2025 taking Reabold's total shareholding in Rathlin to 79.8%. Reabold has determined that it will account for Rathlin as a subsidiary from this date. It was concluded that Rathlin does not meet the definition of a business under IFRS 3 and therefore the transaction has been accounted for as an asset acquisition at cost (See Note 1 - Use of judgements for further details). The total cash consideration for the 20.4% interest in Rathlin was £700,000. The total exploration and evaluation asset recognised in relation to the acquisition and subsequent consolidation of Rathlin was £22.6 million. The exploration and evaluation asset acquired related to Rathlin's 66.67% interest in the PEDL183 licence. See Note 2 for further details of the acquisition.
Other additions at 31 December 2025 include £675,000 in the UK primarily relating to the PEDL 183 licence at West Newton (2024: £293,000 in the UK primarily relating to the PEDL 183 licence at West Newton).
Company
Other additions at 31 December 2025 include £160,000 in the UK relating to the PEDL 183 licence at West Newton (2024: £256,000).
For information on significant judgements made in relation to oil and natural gas accounting see Oil and gas exploration and evaluation expenditure in Note 1.
12. Property, plant and equipment
Reabold has a right-of-use lease contract for office space.
2025
£000
Office equipment
Right-of-use assets
Total
Cost
At January 1
79
79
Additions
3
4
7
At December 31
3
83
86
Depreciation, depletion and amortisation, including impairments
At January 1
-
33
33
Charge for the year
1
43
44
At December 31
1
76
77
Carrying amount at December 31
2
7
9
2024
£000
Office equipment
Office space
Total
Cost
At January 1
-
-
-
Additions
-
79
79
At December 31
-
79
79
Depreciation, depletion and amortisation, including impairments
At January 1
-
-
-
Charge for the year
-
33
33
At December 31
-
33
33
Carrying amount at December 31
-
46
46
The future lease payments under the right-of-use office lease contract and the carrying amount at December 31, by payment date is as follows:
2025
£000
Contractual lease payments
Interest
Lease liabilities
Less than 1 year
7
-
7
Between 1 and 5 years
-
-
-
Total
7
-
7
Future cash outflows in respect of leases may differ from lease liabilities recognised due to future decisions that may be taken by Reabold in respect of the use of leased assets. Reabold may reconsider whether it will exercise extension options or termination options, which are not reflected in the lease liabilities. There is no exposure to these potential additional payments in excess of the recognised lease liabilities until these decisions have been taken by Reabold.
2024
£000
Contractual lease payments
Interest
Lease liabilities
Less than 1 year
41
1
40
Between 1 and 5 years
7
-
7
Total
48
1
47
Reabold agreed a new office lease beginning 1 March 2026 for 2 years. The undiscounted contractual payments between March 2026 - February 2028 is £84,708
13. Investments in Subsidiaries
Company - Investment in Subsidiaries
Total
£000
Cost
At 1 January 2024
9,841
Additions
-
At 31 December 2024
9,841
Cash consideration for additional 20.35% in Rathlin
700
Carrying value of previously held 59.48% interest in Rathlin
16,666
Transaction costs capitalised
24
At 31 December 2025
27,231
Amounts provided
At 1 January 2024
9,828
Additions
-
At 31 December 2024
9,828
Additions
1
At 31 December 2025
9,829
Net book amount:
31 December 2025
17,402
31 December 2024
13
31 December 2023
13
On 30 January 2025, the Company acquired an additional 20.35% equity interest in Rathlin for cash consideration of £700,000, increasing its ownership from 59.48% to 79.83%. As a result, the Company obtained control of Rathlin and it became a subsidiary from that date. Prior to obtaining control, the Group's 59.48% interest was accounted for as an associate under IAS 28 using the equity method. As Rathlin did not meet the definition of a business under IFRS 3 (See Note 1 Use of judgements), the transaction was accounted for as an asset acquisition. The carrying value of the previously held associate interest (£16.7 million) was included within the cost of investment and no remeasurement gain or loss was recognised. Transaction costs of £24,000 were capitalised.
Details of the Company's subsidiaries as at 31 December 2025 are shown below:
Subsidiaries
%
Country of incorporation
Principal activities
KryptoByte Limited (formerly Reabold Investments UK Limited)
100
England & Wales
Digital asset activities
Rathlin Energy (UK) Limited
79.8
England & Wales
Exploration and Evaluation
Reabold North Sea Limited
100
England & Wales
Exploration and Evaluation
Reabold Resourcing Limited
100
England & Wales
Investment holding
Reabold Southern North Sea Limited
100
England & Wales
Exploration and Evaluation
Reabold Investments UK Limited
100
England & Wales
Investment holding
Gaelic Resources Limited
100
Isle of Man
Investment holding
LNE IOM Limited
100
Isle of Man
Investment holding
Lumin Energy Technologies Corp
100
Cayman Islands
Investment holding
The registered office of the Company's subsidiaries incorporated in England & Wales is The Broadgate Tower 8th Floor, Primrose Street, London, England, EC2A 2EW.
The registered office of Company's subsidiaries incorporated in the Isle of Man is 14 Albert Street, Douglas, Isle of Man, IM1 2QA.
The registered office of Lumin Energy Technologies Corp is PO Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands.
14. Investments in associates
The movement in investments in associates for the Group and Company including the amounts recognised in the income statement (losses from associates) and balance sheet (investment in associate at 31 December) are shown below. On 30 January 2025, the Company acquired an additional 20.35% equity interest in Rathlin for cash consideration of £700,000, increasing its ownership from 59.48% to 79.83%. As a result, the Company obtained control of Rathlin and it became a subsidiary from that date. Prior to obtaining control, the Group's 59.48% interest was accounted for as an associate under IAS 28 using the equity method.
For further information on the judgements in respect of investments in associates see Note 1 - Investments in Daybreak, Rathlin and Danube.
£000
2025
2024
Rathlin
Danube
LNEnergy
Total
Rathlin
Danube
LNEnergy
Total
Investment in associate at 1 January
16,696
4,528
4,864
26,088
17,143
4,591
4,349
26,083
Additions
-
128
597
725
32
-
969
1,001
Losses from associates
(30)
(623)
(418)
(1,071)
(479)
(83)
(451)
(1,013)
Changes in equity through OCI
-
(18)
497
479
Other Changes in equity from associates
-
-
(102)
(102)
-
20
(3)
17
Impairment
-
(4,015)
-
(4,015)
Reclassification to subsidiary
(16,666)
-
-
(16,666)
-
-
-
-
Investment in associate at 31 December
-
-
5,438
5,438
16,696
4,528
4,864
26,088
Additions in LNEnergy comprised of £290,000 in the form of loans which converted in the year and £307,000 through Reabold exercising its pre-emption rights by subscribing for an additional 256 shares at a price of £1,200 per share.
Additions in Danube consisted of a cash investment of £128,000 to cover Reabold's share of expenditures at the operating entity.
The impairment recognised in Danube was triggered by portfolio choices as there is insufficient capital to be allocated to Danube to allow for any significant further exploration or appraisal activity to sufficiently progress the assets within Danube.
The following table provides summarised financial information for the Group's and Company's associates for 2025 and 2024. The information is presented on a 100% basis. The loss for the year ending 31 December 2025 relating to Rathlin represents the period from 1 January 2025 to 30 January 2025, the date on which Reabold derecognised Rathlin as an associate as a result of gaining control of Rathlin.
£000
Gross amount
2025
2024
Rathlin
Danube
LNEnergy
Rathlin
Danube
LNEnergy
Revenue
-
-
-
-
-
-
Loss for the year
(53)
(1,225)
(981)
(804)
(162)
(1,970)
Non-current assets
-
7,441
9,717
21,842
8,549
636
Current assets
-
8
12
1,093
71
74
Total assets
-
7,449
9,729
22,934
8,620
710
Current liabilities
-
33
7,538
293
21
1,279
Non-current liabilities
-
528
860
1,523
489
-
Total liabilities
-
561
8,398
1,816
510
1,279
Net assets/(liabilities)
-
6,888
1,331
21,118
8,110
(569)
Group's share in equity
-
3,499
634
12,565
4,122
(166)
Goodwill and other movements attributable to Reabold's share of associate
-
516
4,804
4,131
406
4,780
Cumulative impairment charge
(4,015)
-
Loans to associates
-
-
-
-
-
250
Group's carrying amount of investment
-
-
5,438
16,696
4,528
4,864
Transactions between the group and its associates are summarised below.
£000
Sales to associates
2025
2024
Sales
Amount receivable at 31 December
Sales
Amount receivable at 31 December
Consultancy services
-
-
42
11
£000
Purchases from associates
2025
2024
Purchases
Amount payable at 31 December
Purchases
Amount payable at 31 December
Exploration and evaluation assets
20
-
241
23
Reabold enters into arm's length transactions with its associates including consultancy services. Consultancy services are recognised within other income on the income statement.
The terms of outstanding balances receivable from associates are 30 days. The balances are unsecured and will be settled in cash. There are no provisions for doubtful debts relating to these balances and no expenses recognised in the income statement in respect of bad or doubtful debts.
The purchases from associates relate to Reabold's 16.67% share of expenditure on the PEDL183 licence in January 2025 as part of the joint operation with Rathlin and Union Jack Oil. These amounts are recognised within exploration and evaluation assets on the balance sheet. Rathlin, the operator of the licence, was an associate of Reabold throughout January 2025 by virtue of Reabold's 59.5% interest in Rathlin. Rathlin became a subsidiary of Reabold, and was derecognised as an associate on 30 January 2025 following Reabold's acquisition of a further 20.35% in Rathlin.
Reabold's share of impairment charges taken by associates in 2025 was £512,000 (2024: £nil) related to the Parta licence in Danube.
Details of the Company's associates as at 31 December 2025 are shown below:
Associates
%
Country of incorporation
Principal activities
Danube Petroleum Limited
50.8
England & Wales
Exploration and Evaluation
LNEnergy Ltd
47.6
England & Wales
Exploration and Evaluation
15. Other investments
£000
2025
2024
current
Non-current
current
Non-current
Investment in Connaught Oil and Gas Ltd
-
2
-
15
Investment in Daybreak
-
11
-
13
-
13
-
28
The value of the Group's investment in Connaught is based on internal data and is therefore classified as level 3 in the fair value hierarchy.
The market value of Daybreak is based on level one of the fair value hierarchy, its market price.
The table below summarises the change in fair value of other investments as reported in the income statement.
Change in fair value
2025
£000
2024
£000
Investment in Connaught Oil and Gas Ltd
13
-
Investment in Daybreak
-
-
13
-
Connaught has started winding up procedures and therefore the value of the Group's investment in Connaught was reassessed in 2025 resulting in a loss of 13,000 based on the Group's best estimate exit proceeds.
The change in the value of Daybreak was based on foreign exchange movements and not a change in fair value.
16. Trade and other receivables
Group
Company
2025
£000
2024
£000
2025
£000
2024
£000
Due within one year
Amounts owed by group undertakings
-
-
688
3
Trade receivables
-
-
-
-
Amounts recoverable from JV partners
3
-
-
-
Amounts receivable from associates
-
11
-
11
VAT recoverable
62
48
55
46
Other receivables
9
6
6
6
74
65
749
66
Due after one year
Other receivables
7
7
7
7
7
7
7
7
The Directors consider the carrying amount of trade and other receivables approximates to their fair value. Management considers that there are no unreasonable concentrations of credit risk within the group.
At the reporting date the amounts owed by group undertakings to the Company are disclosed net of an impairment of £847,000 (2024: 730,000).
Within the amounts owed by group undertakings is an amount of £622,000 owed by Rathlin which is stated net of a £100,000 expected credit loss. (See Note 1 Use of judgements - Impairment of intercompany receivables). The facility with Rathlin was taken out on 30 April 2025 and interest is charged at a fixed rate of 10% per annum which was calculated using arm's-length benchmark based on externally derived reference rates. The receivable from Rathlin is unsecured and matures on 31 May 2026. The facility was amended in June 2026 to extend the maturity of the loan to 30 June 2027, and the interest rate was increased to 12% per annum which was calculated using arm's-length benchmark based on externally derived reference rates.
17. Cash and cash equivalents and Restricted cash
Group
Company
2025
£000
2024
£000
2025
£000
2024
£000
Cash and cash equivalents
2,100
6,248
1,942
6,248
Restricted cash
320
53
53
53
Cash and cash equivalents earn interest at floating rates based on daily bank deposit rates.
The restricted cash is in respect of surety bonds to cover restoration of the PEDL183 West Newton site.
The Group's exposure to credit risk arises from potential default of a counterparty, with a maximum exposure equal to the carrying amount. The Group seeks to minimise counterparty credit risks by only depositing cash surpluses with major banks of high quality credit standing.
Financial institutions, and their credit ratings, which held greater than 10% of the group's cash and short-term deposits at the balance sheet date were as follows:
Group
Company
S&P rating
2025
£000
2024
£000
2025
£000
2024
£000
Barclays Bank plc
A-1
1,942
6,248
1,942
6,248
18. Trade and other payables
Group
Company
2025
£000
2024
£000
2025
£000
2024
£000
Current:
Trade payables
167
96
106
96
Other payables
41
31
31
31
208
127
137
127
Non-current
Other payables
53
-
-
-
53
-
-
-
Trade payables are non-interest bearing and are generally on 15 to 30 day terms.
The Directors consider the carrying amount of trade and other payables approximates to their fair value.
Other non-current payables include amounts due to joint arrangement partners
19. Provision for decommissioning
Group
£000
Company
£000
At 1 January 2025
380
380
Additions
1,528
-
Revisions during the year
(1,234)
(249)
Unwinding of discount
66
17
At 31 December 2025
740
148
Classified as:
Current
-
-
Non-current
740
148
The decommissioning provision at 31 December 2025 comprises the future costs of decommissioning the wells at West Newton. The Group has an 83.34% interest in West Newton (2024: 16.67%). The Company has a 16.67% interest in West Newton (2024: 16.67%).
The amount and timing of settlement in respect of these provisions are uncertain and dependent on various factors that are not always within management's control. Reviews of estimated future decommissioning and restoration costs, timing and the discount rate applied are carried out regularly. The costs are expected to be incurred in 2070 (2024: 2033). The revision to the timing was based on the latest estimates of the economic life of the field and the geological chance of success at West Newton. The discount rate applied at December 31, 2025, was 5.0% (2024: 4.5%) and the unwinding of discount has been classified as a finance cost.
Additions during the year relate to the decommissioning provision recognised as part of acquiring a controlling stake in Rathlin.
A 1.0 percentage point increase in the nominal discount rate applied, could decrease the group's provision balance by approximately £257,000 (2024: £31,000). A 1.0 percentage point increase in the nominal discount rate applied, could decrease the company's provision balance by approximately £52,000 (2024: £31,000).
20. Financial instruments and financial risk factors
The accounting classification of each category of financial instruments and their carrying amounts are set out below:
Group
£000
Company
£000
At 31 December 2025
Note
Measured at amortised cost
Measured at fair value through profit or loss
Total carrying amount
Measured at amortised cost
Measured at fair value through profit or loss
Total carrying amount
Financial assets
Other investments
15
-
13
13
-
2
2
Trade and other receivables
16
81
-
81
756
-
756
Cash and cash equivalents
17
2,100
-
2,100
1,940
-
1,940
Restricted cash
17
320
-
320
53
-
53
Financial liabilities
Lease liabilities
(7)
-
(7)
(7)
-
(7)
Trade and other payables
18
(261)
-
(261)
(137)
-
(137)
Accruals
(206)
-
(206)
(158)
-
(158)
2,027
13
2,040
2,447
2
2,449
Group
£000
Company
£000
At 31 December 2024
Note
Measured at amortised cost
Measured at fair value through profit or loss
Total carrying amount
Measured at amortised cost
Measured at fair value through profit or loss
Total carrying amount
Financial assets
Other investments
15
-
28
28
-
15
15
Trade and other receivables
16
72
-
72
73
-
73
Cash and cash equivalents
17
6,248
-
6,248
6,248
-
6,248
Restricted cash
17
53
-
53
53
-
53
Financial liabilities
Lease liabilities
(47)
-
(47)
(47)
-
(47)
Trade and other payables
18
(127)
-
(127)
(127)
-
(127)
Accruals
(104)
-
(104)
(104)
-
(104)
6,095
28
6,123
6,096
15
6,111
For all financial instruments within the scope of IFRS 9, the carrying amount is either the fair value, or approximates the fair value.
Financial risk factors
It is management's opinion that the group is not exposed to significant interest, credit or currency risks arising from its financial instruments other than as discussed below:
· Reabold has exposure to interest rate fluctuations on its cash deposits. This is managed in the short-term through selecting treasury deposit periods of one to three months. Cash credit risks are mitigated through placing funds with institutions carrying acceptable published credit ratings to minimise counterparty risk.
· Reabold has no history of non-payment of trade receivables. Where Reabold operates joint ventures on behalf of partners it seeks to recover the appropriate share of costs from these third parties. The majority of partners in these ventures are established oil and gas companies. In the event of non-payment, operating agreements typically provide recourse through increased venture shares.
· Reabold retains certain non-£ cash holdings and other financial instruments relating to its operations. The £ reporting currency value of these may fluctuate from time to time causing reported foreign exchange gains and losses. Reabold maintains a broad strategy of matching the currency of funds held on deposit with the expected expenditures in those currencies. Management believes that this mitigates most of any actual potential currency risk from financial instruments.
(a) Market Risk
Market risk is the risk or uncertainty arising from possible market price movements and their impact on the future performance of a business.
The components of market risk for Reabold are foreign currency exchange risk and interest rate risk, each of which is discussed below:
(i) Foreign currency exchange risk
The Group enters into transactions denominated in currencies other than its GBP£ reporting currency. Non-GBP denominated balances, subject to exchange rate fluctuations, at year-end were as follows:
Group
Company
2025
£000
2024
£000
2025
£000
2024
£000
Other investments
11
13
-
-
Cash and cash equivalents (US Dollar)
3
3
3
3
The following table demonstrates the group's sensitivity to a 10% increase or decrease in the US Dollar against the Pound sterling. The sensitivity analysis includes only foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in the foreign currency rate.
Effect on profit before tax 2025
£000
Effect on profit before tax 2024
£000
Increase/decrease in foreign exchange rate
10% strengthening of £ against US$
(1)
(2)
10% weakening of £ against US$
1
2
(ii) Interest rate risk
The Group's interest rate risk is minimal as the group has no debt. The Group is exposed to interest rate movements through its cash and cash equivalents. If interest rates were to have changed by one percentage point, assuming the cash balance at the balance sheet date was constant throughout the whole year, and all other variables were held constant, the Group's and Company's finance income for 2025 would have changed by approximately £21,000 (2024: £62,000).
(b) Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the group. The Group's and Company's exposure to credit risk is equal to the carrying value as at the balance sheet date. Cash and treasury credit risks are mitigated through the placement of funds at institutions carrying acceptable published credit ratings to minimise counterparty risk. Surplus cash is invested in short-term bank deposits. Where Reabold operates joint ventures on behalf of partners, it seeks to recover the appropriate share of costs from the third-party counterparties. The partners in these ventures are established oil and gas companies. In the event of non-payment, operating agreements typically provide recourse through increased venture shares. Receivable balances are monitored on an ongoing basis with appropriate follow-up action taken where necessary.
(c) Liquidity Risk
Liquidity risk is the risk that suitable sources of funding for the Group's business activities may not be available. The Group's liquidity is managed centrally by the treasury function which will arrange to fund subsidiaries' requirements.
The Group continues to maintain suitable levels of cash and cash equivalents, amounting to £2.1 million at 31 December 2025 (2024: £6.2 million), invested with highly rated banks and readily accessible at immediate and short notice. Cash and cash equivalents amounted to £4.4 million at 31 May 2026.
The table below summarises the maturity profile of the Group and Company's financial liabilities based on contractual undiscounted payments. Differences from carrying amounts reflect the effects of discounting.
Group
Year ended 31 December 2025
Within 1 year
£000
Between 1 and 2 years
£000
Total
£000
Lease liabilities
7
-
7
Trade and other payables
208
53
261
Accruals
206
-
206
Group
Year ended 31 December 2024
Within 1 year
£000
Between 1 and 2 years
£000
Total
£000
Lease liabilities
41
7
48
Trade and other payables
127
-
127
Accruals
104
-
104
Company
Year ended 31 December 2025
Within 1 year
£000
Between 1 and 2 years
£000
Total
£000
Lease liabilities
7
-
7
Trade and other payables
137
-
137
Accruals
158
-
158
Company
Year ended 31 December 2024
Within 1 year
£000
Between 1 and 2 years
£000
Total
£000
Lease liabilities
41
7
48
Trade and other payables
127
-
127
Accruals
104
-
104
Capital Management
The primary objective of the Group's capital management is to maintain appropriate levels of funding to meet the commitments of its forward programme of exploration, development and investment expenditure, and to safeguard the entity's ability to continue as a going concern and create shareholder value. In considering whether to allocate any capital to shareholder distributions (dividends + share buybacks) and the quantum of any distributions, the board will take account of the cumulative level of, and outlook for surplus cash flow. At 31 December 2025, capital employed of the group amounted to £35.9 million (comprised of £31.6 million of Reabold Resources plc equity shareholders' funds and 4.2 million of non-controlling interests), compared to £38.9 million at 31 December 2024 (comprised of £38.9 million of Reabold Resources plc equity shareholders' funds).
At 31 December 2025, capital employed of the Company amounted to £32.1 million (comprised of £32.1 million of equity shareholders' funds), compared to £38.9 million at 31 December 2024 (comprised of £38.9 million of equity shareholders' funds).
Changes in liabilities arising from financing activities
1 January 2024
£000
Additions
£000
Cash flows
£000
Interest expense
£000
31 December 2024
£000
Lease liabilities
47
-
(41)
1
7
Total liabilities arising from financing activities
47
-
(41)
1
7
21. Called-up Share Capital
The allotted, called-up and fully paid share capital at 31 December was as follows:
2025
2024
Issued (Group and Company)
Shares thousand
£000
Shares thousand
£000
"A" deferred shares of 1.65p
6,916
114
6,916
114
Ordinary shares of 0.1 pence each
At 1 January
10,474,685
10,475
10,474,685
10,475
Issue of new shares
-
-
-
-
At 31 December
10,474,685
10,475
10,474,685
10,475
Total
10,481,601
10,589
10,481,601
10,589
The holders of ordinary shares are entitled to one vote per share at the meetings of the Company and to dividends as declared in proportion to the amounts paid up on the ordinary shares. No shares of the Company are currently redeemable or liable to be redeemable at the option of the holder or the Company.
The "A" deferred shares carry no voting rights. The holders of "A" deferred shares do not have any right to receive written notice of or attend, speak or vote at any general meeting of the Company, or to any dividend declared by the Company. They may however be redeemed by the Company at any time at its option for one penny for all the "A" Deferred shares without obtaining sanction of such holders.
At the Company's Annual General Meeting (AGM) on July 11, 2025, the Board was authorised to allot ordinary shares in the Company, and to grant rights to subscribe for or to convert any security into ordinary shares in the Company, up to an aggregate nominal amount of £2.0 million (representing 2 billion ordinary shares of £0.001 each). This authority expires at the end of the AGM to be held in 2026, unless previously renewed, revoked or varied by the Company in a general meeting. In April 2026, the Company held a General Meeting to vary these authorities in connection with a fundraising and approve a share consolidation. See Note 27 - Post-balance Sheet events for further details.
At the July 11, 2025, AGM, shareholders granted the Company the authority to repurchase up to 2.5 billion ordinary shares.
In the case of purchases of the ordinary shares, the minimum price, exclusive of expenses, which may be paid for an ordinary share is £0.001 and the maximum price, exclusive of expenses, which may be paid for an ordinary share is the higher of: (i) an amount equal to 10% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid in relation to ordinary shares on the London Stock Exchange. The authorities for market purchases of the ordinary shares will expire at the end of the AGM of the Company to be held in 2026. Ordinary shares purchased by the Company pursuant to these authorities will either be cancelled or held in treasury. Treasury shares are shares in the Company which are owned by the Company itself.
During 2025, the Company did not repurchase any shares. (2024: repurchased 78 million Ordinary Shares for a total consideration of £75,000 including transaction costs of £1,000). All shares purchased were retained in treasury.
The number of shares in issue is reduced when shares are repurchased. These treasury shares are not taken into consideration in relation to the payment of dividends and voting at shareholder meetings.
Treasury Shares
2025
2024
Shares thousand
Nominal value £000
Shares thousand
Nominal value £000
At 1 January
280,272
280
202,112
202
Purchases held in treasury
-
-
78,160
78
At 31 December
280,272
280
280,272
280
Treasury shares represent Reabold shares repurchased and available for specific and limited purposes.
22. Share-Based Payments
The Company operates two share-based employee compensation plans: the Reabold Resources plc Long Term Incentive Plan (the "LTIP") and the Reabold Resources plc Deferred Annual Bonus Plan. Both plans were adopted by the Board in April 2023. The objective of these plans is to develop the interest of Directors and key employees in the growth and development of the Group by providing them with the opportunity to acquire an interest in the Company. Information on these plans for directors is shown in the Directors Remuneration Report on pages 31 - 33.
LTIP
In April 2023, 390,000,000 share options were granted to members of the Group's executive team and senior management.
The vesting criteria of the options is based on Total Shareholder Return ("TSR") over a three-to-five-year period. For the awards to vest in full, the TSR of a share must be at or more than six times (6x) the market value of a share at the grant date using a 30-trading day average. The first measurement date shall be at the end of year three (27 April 2026), the second measurement date at the end of year four and the final measurement date at the end of year five. If TSR is less than 2.5x market value, 0% of the award vests. If TSR is at 2.5x market value, 30% of the award vests and if TSR is at 4x market value, 60% of the award vests. Performance between TSR thresholds shall be calculated on a straight-line basis. The awards are structured as nil-cost options and are not exercisable at 31 December 2025. No LTIP awards vested on the first measurement date of 27 April 2026.
LTIP awards
2025
Number
2024
Number
Outstanding as at 1 January
390,000,000
390,000,000
Granted during the year
-
-
Outstanding as at 31 December
390,000,000
390,000,000
Exercisable as at 31 December
-
-
There are no cash settlement alternatives. The fair value of the options at grant date was £0.00109. The estimated fair value of options is amortised to expense over the options' vesting period. The LTIP options can be exercised up to 5 years after the 5-year vesting period and therefore, the contractual term of each option granted is 10 years. The remaining contractual life of the LTIP options outstanding as at 31 December 2025 is 7.3 years (2024: 8.3 years)
Deferred Annual Bonus Plan (DABP)
Under the Company's remuneration policy, any annual bonus earned is paid 50% in cash, with 50% deferred into restricted share units subject to a three-year restricted period. REMCO can use their discretion to change the weighting of awards. Awards applicable to the 2024 bonus outcomes were granted in June 2025. 116,060,000 share options were granted to members of the Group's executive team and senior management under the DABP (2024: 96,016,000). The awards were made in accordance with the rules of the DABP and as provided for in the Directors' Remuneration Report on pages 31 - 33. The awards represent 50% of the total 2024 annual bonus value, which is required to be deferred into nil-cost options over ordinary shares, pursuant to the terms of the DABP. In calculating the number of Ordinary Shares over which the awards have been made, the Remuneration Committee applied the closing price per ordinary share on the day prior to the grant date. The nil-cost options will become exercisable from the third anniversary of the grant date, subject to the terms and conditions of the DABP. Awards applicable to the 2025 bonus outcomes, will be granted within 2 business days following the publication of this report.
DABP awards
2025
Number
2024
Number
Outstanding as at 1 January
96,016,810
-
Granted during the year
116,060,000
96,016,810
Outstanding as at 31 December
212,076,810
96,016,810
Exercisable as at 31 December
-
-
There are no cash settlement alternatives. The fair value of the options at grant date was 0.05p (2024: 0.07p) being the market value. The fair value of DABP options granted is expensed immediately as the DABP options are not subject to service conditions once granted. The LTIP options can be exercised up to 5 years after the 3-year restricted period and therefore, the contractual term of each option granted is 8 years. The weighted average remaining contractual life of the DABP options outstanding as at 31 December 2025 is 7 years (2024: 7.5 years).
The Company recognised total expenses relating to equity-settled share-based payment transactions during the year of £143,000 (2024: £153,000). The balance on the share-based payments reserve at 31 December 2025 is £2.3 million (2024: £2.1 million).
23. Other reserves
Group
Note
Share premium account
Capital redemption reserve
Share based payments reserve
Total
£'000
£'000
£'000
£'000
At January 1, 2024
1,103
200
1,977
3,280
Share-based payments
22
-
-
153
153
At December 31, 2024
1,103
200
2,130
3,433
Share-based payments
22
143
143
At December 31, 2025
1,103
200
2,273
3,576
Share premium account
The balance on the share premium account represents the amounts received in excess of the nominal value of the ordinary and preference shares.
Capital redemption reserve
The balance on the capital redemption reserve represents the aggregate nominal value of all the ordinary shares repurchased and cancelled.
Share based payments reserve
The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 22 for further details of these plans.
24. Capital Commitments
Authorised future capital expenditure by group companies for which contracts had been signed at 31 December 2025 amounted to £nil (2024: £nil). However, the Group does have obligations to carry out defined work programmes on its licences, under the terms of the award of rights to these licences. The Company is not obliged to meet other joint venture partner shares of these programmes.
PEDL 183
As at 31 December 2025, the Joint operation between Rathlin, Reabold and Union Jack have the following minimum work programme:
· Re-enter and recomplete or sidetrack one of the currently suspended wells on or before 30 June 2026
· Re-enter and recomplete or sidetrack one of the remaining suspended wells or drill and complete a new deviated or horizontal well on or before 30 June 2027, and
· Submit a field development plan on or before 30 June 2027
In March 2026, Rathlin, on behalf of the JV, wrote to the NSTA requesting a variation to the work programme
The NSTA approved the request in April 2026. The new work programme is as follows:
· Recomplete WNA-2 and Extended Well Test (EWT) on or before 30th June 2027
· Investment decision and long term EWT / Datacentre development on or before 30th June 2028
· Investment decision and drill Horizontal well on or before 30th June 2029
· Test Horizontal well and field development decision, submit Field Development Plan on or before 30th June 2030
The JV expects to recomplete WNA-2 and carry out the EWT in the second half of 2026. The gross cost for the JV to re-enter and re-complete is expected to be c.£3.0 million.
Southern North Sea - P2659
The initial four year Phase A work programme commitments for the licence are focused on completing an advanced geophysical processing study using 475 sq km of existing 3D seismic data.
25. Related Party Transactions and Transactions with Directors
Transactions between the Group and its associates is disclosed in Note 14. There are no related party transactions, or transactions with Directors that require disclosure except for the remuneration items disclosed in the Directors Remuneration Report and note 7 above. The disclosures in note 7 include the compensation of key management personnel. The Company's related parties consist of its subsidiaries and the transactions and amounts due to/due from them are disclosed in the accompanying notes to the Company financial statements.
26. Non-underlying items
Non-underlying items are charges or credits included in the financial statements that Reabold has decided to disclose separately because it considers such disclosure to be meaningful and relevant to investors. They are items that management considers not to be part of underlying business operations and are disclosed in order to enable investors to understand better and evaluate the Group's financial performance. In 2025, Reabold incurred £Nil (2024: £98,000) in legal and professional fees in relation to the successful defence from a second attempt, from a group of beneficial shareholders, to remove the entire Board of Directors of Reabold and replace them with four new directors. All resolutions proposed by the requisitioning shareholders were rejected at a general meeting held in January 2024.
27. Post-balance sheet events
On 6 March 2026, The Board considered LNEnergy to meet the criteria to be classified as held for sale at that date for the following reasons:
· Following Beacon's fundraise and re-admission to trading, it was highly probable the sale would complete
· Reabold's investment in LNEnergy Limited was available for immediate sale and could be sold to Beacon in its current condition
· The actions to complete the sale were initiated and expected to be completed within one year from the date of initial classification
On 9 March 2026, Reabold announced the completion of the first stage of its disposal of LNEnergy to Beacon Energy. At this first stage, Reabold has disposed of 49% of it's holding in LNEnergy in exchange for 9,086,917 shares in Beacon. In addition, Reabold has invested £750,000 into Beacon by participating in a placing, taking Reabold's interest in listed Beacon shares to 22.7% as at the date of this report. At completion of the second stage, expected in Q3 2026, Reabold will have disposed of its entire shareholding in LNEnergy in exchange for a €16 million earn out pursuant to which Reabold will receive 25% of its pro rata share of the net cash flow from the Colle Santo project once on production. In addition, Reabold will receive further shares in Beacon taking its shareholding in Beacon to 28.1%. For further details please see the Review of Operations on page 7.
In April 2026, the Company raised gross proceeds of £4.2 million through the issue of 4,231,800,000 new ordinary shares. £1.9 million was raised from a group of US strategic investors, of which £1.5 million came from Rohan Oza, a high profile strategic investor; £1.5 million was raised via a Placing conducted by way of an accelerated bookbuild; and £0.8 million was raised via direct subscriptions. As part of the direct subscriptions, Directors and persons closely associated with Directors subscribed for 282,000,000 new ordinary shares. The net proceeds of the fundraise will be used to progress the key West Newton project, including the funding of both Reabold and Rathlin's shares of the recompletion of the A-2 well, expected to take place in the coming months.
On 8 May 2026, Reabold effected a share consolidation of its ordinary shares. Each 1,000 ordinary shares were consolidated into 1 consolidated share of £1.00. As a result of the Share Consolidation, the Company's issued share capital now consists of 14,706,486 ordinary shares of £1.00 each. Of these, 280,271 shares are held in treasury. Therefore, the total number of voting rights in the Company is 14,426,215. This figure may be used by shareholders and others with notification obligations as their denominator for the purposes of calculating whether they are required to notify their interest in, or any change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Directors' shareholdings as at 31 May 2026 are:
Director
Ordinary shares held at 31 May 2026
Jeremy Edelman
173,545
Sachin Oza
548,660
Stephen Williams
228,211
Michael Felton
93,572
Anthony Samaha
7,818
Marcos Mozetic
26,545
On 15 June 2026, Reabold announced that it is in discussions with the board of Union Jack Oil plc ("Union Jack") regarding an all-share offer by Reabold for the entire issued and to be issued share capital of Union Jack. In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers ("the Code"), Reabold is required, by no later than 5.00 p.m. on 13 July 2026, either to announce a firm intention to make an offer for Union Jack in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer.
Glossary
AGM
Annual General Meeting
bcf
Billion standard cubic feet.
boe
Barrels of oil equivalent.
boe/d
Barrels of oil equivalent per day.
CPR
Competent Persons Report.
ESG
Environmental, Social and Governance.
gCO2e/MJ
Grams of carbon dioxide equivalent per megajoule of energy
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards.
KPIs
Key performance indicators
LNG
Liquified natural gas
LTIP
Long-term Incentive Plan
Megajoule
A unit of energy equivalent to one million joules
mmboe
million barrels of oil equivalent
mmcf/d
Million cubic feet per day
MW
Megawatt
MWh
Megawatt hours
UKCS
United Kingdom Continental Shelf
CORPORATE INFORMATION
Registered Office
20 Primrose Street
London
EC2A 2EW
Nominated Adviser
Cavendish
1 Bartholomew Close
London
England
EC1A 7BL
Broker
Cavendish
1 Bartholomew Close
London
England
EC1A 7BL
Auditor
Forvis Mazars LLP
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF
Bankers
Barclays
Company Secretary
Christopher Connolly
Registrar
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Legal adviser
Hill Dickinson LLP
20 Primrose Street
London
EC2A 2EW
Public Market Admission
AIM, London
Symbol: RBD
Website
Company Number
3542727
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