REG - Reabold Resources - FY Results for the year ended 31 December 2024
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RNS Number : 2924M Reabold Resources PLC 11 June 2025
11 June 2025
Reabold Resources plc
("Reabold" or the "Company")
Full Year Results for the year ended 31 December 2024
Reabold Resources plc, the investing company focussed on developing strategic
gas projects for European energy security, today announces its audited
financial results for the year ended 31 December 2024 and the Annual Report is
publicly available at www.reabold.com/investors/reports-presentations/
(http://www.reabold.com/investors/reports-presentations/) .
2024 Highlights
· SPA signed to acquire 20.4% of the shares in Rathlin Energy (UK)
Limited ("Rathlin"). Acquisition completed in January 2025, taking Reabold's
shareholding in Rathlin to 79.8% and its economic interest in West Newton to
69.9%.
· Cash and cash equivalents up 15% at £6.2 million as at 31
December 2024, compared with £5.4 million as at 31 December 2023.
· Final tranche cash proceeds of £4.4 million for the sale of
Corallian, received from Shell in January 2024.
· Increased interest in LNEnergy Limited ("LNEnergy") by 3.1% in 2024
taking interest to 29.2% at December 31, 2024. LNEnergy is the manager and
owner of LNEnergy S.R.L., the Italian company which has applied for the Colle
Santo gas field concession, a highly material gas resource with an estimated
65Bcf of 2P reserves(1). In May 2025, Reabold increased its interest in
LNEnergy to 45.1% via the conversion of £500,000 of loan notes.
· Execution of a non-binding Heads of Agreement between Gunvor
International B.V. ("Gunvor") and LNEnergy for the purchase of Liquified
Natural Gas ("LNG") by Gunvor from LNEnergy from the Colle Santo gas field.
o Agreement provides for a potential prepayment for a portion of the first
five years of deliveries to help fund the development.
· At West Newton, a Gas Export Feasibility study completed by
independent energy consultants, CNG Services Limited, concluded that as a
precursor to the intended West Newton full field development, an initial
single well development and gas export plan can accelerate production and cash
flow whilst requiring limited capital expenditure, giving the joint venture
("JV") partnership the ability to drill future wells out of cash flow. See
Review of Operations section below for further details.
o The single well development plan benefits from early cash generation with
the ability to drill future wells out of cash flow. Following drilling and
testing of this horizontal well, first gas is expected after 18 months with an
associated development capex estimated to be c.£12 million.
· The North Sea Transition Authority ("NSTA") approved a revised work
programme for PEDL 183 onshore UK, which contains the West Newton field. The
JV partnership for PEDL 183 is expected to approve a forward plan, which will
initially consist of the re-entry and recompletion of the West Newton A-2 well
in order to establish sustained gas flow. The JV partnership believes this is
a low risk and low cost approach to derisk the project.
(1) RPS estimate, September 2022
For further information, contact:
Reabold Resources plc c/o Camarco
Sachin Oza +44 (0) 20 3757 4980
Stephen Williams
Cavendish - Broker and Nominated Adviser +44 (0) 20 7220 0500
Neil McDonald
Pearl Kellie
Camarco +44 (0) 20 3757 4980
Billy Clegg
Rebecca Waterworth
Sam Morris
Notes to Editors
Reabold Resources plc has a diversified portfolio of exploration, appraisal
and development oil & gas projects. Reabold's strategy is to invest in
low-risk, near-term projects which it considers to have significant valuation
uplift potential, with a clear monetisation plan, where receipt of such
proceeds will be returned to shareholders and re-invested into further growth
projects.
Strategic Report
Chair's letter
Reabold has remained focussed on its strategy in the financial year ended 31
December 2024 to identify, invest in, and monetise undeveloped gas discoveries
with significant resources and near-term production potential. With our strict
investment criteria, we aim to support Europe's energy supply and security by
unlocking the value of undeveloped domestic gas resources that are
substantially de-risked from a technical perspective. Our two core gas assets,
West Newton (UK onshore) & Colle Santo (Italy onshore), are highly
material gas resources that have the potential to significantly increase
energy supply and security in the UK and Italy respectively, at a time when
geopolitical tension, conflict and market volatility have made the critical
need for home grown, secure energy sources a priority for governments who
remains acutely aware of exposure to external gas supply risks. Early in the
year, we received the final tranche of the payment from Shell U.K. Limited
("Shell") for the sale of the Victory gas project, which represented a
significant moment in the delivery of Reabold's strategy and business model.
We now seek to replicate this success at West Newton and Colle Santo and
realise the value of our core assets.
At West Newton we were pleased to announce that the West Newton Gas Export
Feasibility Study conducted by independent energy consultants CNG Services
Ltd. concluded that, as a precursor to the full field development, an initial
single well development and gas export plan could accelerate production and
cash flow while requiring limited capital expenditure. Alongside this, the
North Sea Transition Authority ("NSTA") approved a revised work programme for
the field. This revised work programme will allow gas production to be brought
to market within months of drilling, generating significant early cash flow
while we progress the full field development plan. Rathlin Energy (UK)
Limited ("Rathlin"), the operator of the PEDL 183 Licence which includes West
Newton, has applied for a permit with the Environmental Agency to carry out a
reservoir stimulation on the existing West Newton A-2 well which we believe to
be a key step in fully de-risking the subsurface characteristics of the
project at limited cost.
In addition to this, a Carbon Intensity Study on the West Newton gas
development, undertaken on behalf of Reabold and Union Jack Oil plc by
GaffneyCline & Associates Limited ("GaffneyCline"), an international
petroleum and energy consultancy firm, concluded that the West Newton project
has an AA rating for Carbon Intensity for its potential upstream gas and
condensate production. This is the lowest possible carbon intensity rating
category on GaffneyCline's scale and is significantly lower than the UK
average and onshore and offshore analogues. The study also found that the West
Newton project has a carbon intensity that is significantly lower than the
average imported liquified natural gas ("LNG"), based on the NSTA Natural
Carbon Footprint Analysis published in July 2023. The study demonstrates
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. West Newton's low carbon credentials make it a particularly
attractive potential source of near-term domestic gas supply at a time when
Europe is exposed to possible gas supply disruptions.
At Colle Santo, we were delighted to announce a non-binding Heads of Agreement
between Gunvor International B.V. ("Gunvor") and LNEnergy
Limited ("LNE") for the purchase of LNG at the planned small-scale LNG
production facility at the gas field, which envisages both offtake and a
prepay from Gunvor, a high-quality counterparty. This is a significant
endorsement for the Colle Santo project and reflects the increasingly
supportive environment towards domestic energy supply in Italy as the
government recognises the importance of its domestic assets and takes steps to
bolster the industry. LNE has made good progress on the approval's process and
is now awaiting the VIA commission's final decision on the Colle Santo
licence. There were a number of unforeseen delays to the VIA Commission
decision timeline at the end of last year, but all of the required
documentation has now been completed and LNE remains confident that a decision
by the VIA Commission will be issued in due course.
We were delighted to note the appointment of Mr. Paul Harris as an
independent non-executive director of the Board of Rathlin in March 2025. Mr
Harris has 35 years' experience within the energy sector with significant
roles including CEO and COO at UK operator NEO Energy and his extensive
experience of the technical, regulatory and commercial environment in the UK
will be invaluable in progressing West Newton through to production.
Post year-end, we have strategically increased our investment in both of our
core assets as the economic, fiscal, and political case for developing
indigenous gas grows even stronger. Reabold now holds an equity interest in
Rathlin of approximately 79.8%, and approximately 45.1% of LNE's enlarged
share capital.
Though access to capital in the industry continues to face challenges,
Reabold's portfolio is geographically diverse and well-aligned with the
growing emphasis on energy sovereignty in Europe. The non-core assets in the
Reabold portfolio continue to hold attractive optional value in the long-term
but were not a capital allocation priority in 2024. As we look to 2025 and
beyond, Reabold is well-positioned to build on the foundations laid throughout
the year. Our portfolio is focused, and our strategy is proven. We will
continue to allocate capital with discipline, prioritising projects that offer
material upside and strategic relevance. On behalf of the Board, I thank our
shareholders for their continued support and look forward to updating you on
further progress throughout the year.
Jeremy Edelman
Chair
10 June 2025
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 potentially significant gas supply
disruptions. In this regard, the Company identified, matured and sold the
strategic Victory gas project in the UK to Shell in 2022. In January 2024,
Reabold received the final tranche payment of £4.4 million, following Shell's
receipt of development and production consent for the Victory gas field from
the North Sea Transition Authority, taking Reabold's final proceeds for the
sale of its 49.99% interest in Corallian to £12.7 million.
We are focused on the disciplined allocation of capital to deliver on our
strategic objectives. Reabold's current focus is on its two key gas assets
that have strong parallels with Victory: West Newton (UK onshore) & Colle
Santo (Italy onshore). Similar to Victory, both assets are highly material,
undeveloped gas discoveries in Europe. Full details of these operations are
included in the Review of Operations.
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.
The KPIs are:
KPI Definition Performance
KPI 1 Portfolio enhancements · During 2024, Reabold increased its investment in LNEnergy by 3.1%
to 29.2% and further increased its interest to 45.1% in May 2025 via the
Grow value through material investments, project delivery and commercial conversion of £500,000 of loan notes. Approval from the VIA Commission of the
discoveries Ministry of the Environment of Italy is expected in the near future. 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
potential monetisation.
· SPA signed with Connaught to acquire 20.4% of the shares in
Rathlin for £700,000, increasing exposure to the West Newton project at a
very attractive price and ensuring the JV can meet its work commitments to
re-complete the A-2 well, further de-risking the project and providing
pathways for future financing/monetisation/liquidity events ahead of drilling
the horizontal producer well. The transaction completed on 30 January 2025
taking Reabold's total shareholding in Rathlin to approximately 79.8%. and
it's economic interest in PEDL183 to 69.9%.
KPI 2 Future financial prosperity · Reabold received £4.4 million in cash in 2024 which represented
the final tranche of the consideration from the Corallian disposal, following
Liquidity events, and successful fundraising Shell's receipt of development and production consent for the Victory gas
field from the North Sea Transition.
KPI 3 Financial discipline · Cash position as at 31 December 2024 was £6.2 million (2023:
£5.4 million). Reabold is fully funded to enable it to meet its obligations
Ensuring business is run to budget via accurate forecasting, maintaining as they fall due in order to continue its operations for at least 12 months
significant cash buffer and resilient balance sheet. Management tracks G&A from the date of approval of the financial statements.
spend against budget
· Net assets as at 31 December 2024 were £38.9 million (2023:
£42.2 million)
· G&A reduced by £0.2 million or 9% year-on-year
KPI 4 Growth in NAV per share · Broker risked NAV at year end 2024 was 0.49p/sh (2023: 1.2p/sh)
KPI 5 Total shareholder return over a calendar year · The share price started the year at 0.11p and finished the year
at 0.05p
KPI 6 Risk and controls · The Group did not have any recordable incidents or injuries in
2024. There were no instances of misconduct, breaches of laws or regulations,
Zero recordable incidents, ethical misconduct, breaches of laws or regulatory actions or penalties. The Group was compliant with all its
regulations, penalties. Accurate and compliant financial resources data financial reporting deadlines.
Co-Chief Executive Officers' Review of Operations
Producing natural gas domestically is crucial for ensuring national energy
security and meeting growing energy demands. In 2024, the world continued to
experience geopolitical volatility. The Russia-Ukraine war entered its third
year and conflict escalated in the Middle East. At the same time, 2024 has
seen the rise of generative AI, further increasing the global demand for
energy. Energy security and affordability has risen higher on political
agendas. Reabold believes oil and gas produced domestically will play a
valuable role in protecting a country's energy security while also
contributing to economic growth.
Italy - LNEnergy
Colle Santo Gas Field
In August 2024, Reabold announced it had increased its interest in LNEnergy by
a further 1.0% to 27.1% through the subscription of 17 new LNEnergy ordinary
shares for a cash consideration of approximately £205,000, at a price
of £12,047 per share. In October 2024, Reabold converted £510,236.28 of
convertible loan notes, including accrued interest, into 36 ordinary shares
of LNEnergy Limited at a conversion price of £14,173.23 per share taking
Reabold's interest in LNEnergy to 29.2%. In May 2025, Reabold increased its
interest in LNEnergy to 45.1% via the conversion of £500,000 of loan notes.
LNEnergy's primary asset is an exclusive option over a 90% interest in the
onshore Colle Santo gas field in Abruzzo, Italy. In March 2025 LNEnergy signed
a purchase and sale agreement to exercise its option. The total consideration
is $11 million. The consideration is to be paid in stages with the final stage
payment of $10.5 million to be paid within 60 days of the formal Colle
Santo concession decree award by the relevant Italian ministry.
With 65bcf of 2P reserves, as estimated by RPS as of 30 September 2022, this
is a highly material undeveloped onshore gas resource. Reabold believes this
is the largest onshore proven undeveloped gas field in mainland Western
Europe. The field is development ready subject to permits and approvals. 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 believes that
the field has the potential to generate an estimated €11-12 million of
gross post-tax free cash flow per annum.
Demand for LNG is expected to continue to grow. LNG provides both energy
security and flexibility because it can be easily transported to places where
it is needed most. We believe LNG will play a critical role in the energy
transition and will play an important role in enabling countries to replace
higher carbon-intensive forms of energy. The Italian government approved a
decree, which was converted into law in February 2024, to boost the country's
renewable energy production and energy security. The decree provides
incentives to build renewable power plants and prioritise onshore LNG projects
which are deemed strategically essential; the release of new licences for the
exploitation of gas fields aimed at providing gas to industries with high gas
consumption, at competitive prices; and incentives for carbon dioxide storage
programmes.
The Company also notes that LNEnergy's application for concession has been
recognised by the Italian Ministry of Environment and Energy Security ("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.
On 2 May 2024, Reabold announced the execution of a non-binding Heads of
Agreement ("HoA") between Gunvor and LNEnergy for the purchase of LNG by
Gunvor from LNEnergy from the Colle Santo gas field. The HoA provides the
terms on which Gunvor would purchase LNG from LNEnergy at its planned
small-scale LNG production facility at the Colle Santo gas field and envisages
Gunvor purchasing approximately 44,000 tonnes of LNG per annum. The point of
sale would be the truck loading flange at the small-scale LNG plant, and the
LNG would then be delivered by truck in Italy. The price for the LNG would be
aligned with the Italian PSV price and the contract term would be for an
indefinite period with a minimum term of five years.
The HoA also provides for a potential prepayment by Gunvor for a portion of
the first five years of deliveries, with such amounts subject to prepayment
being a total of approximately 66,000 tonnes of LNG, or 999,000 MWh. The
average forward Italian PSV gas price for the years 2025-2030, at the time of
executing the HoA, was approximately €30 / MWh. The prepayment is
conditional on agreeing definitive transaction documentation and LNEnergy
obtaining the required permits to construct and operate the LNG production
facility and will help fund the development.
On the basis of the HoA, LNEnergy and Gunvor intend to negotiate a
fully-termed LNG sale and purchase agreement and prepayment agreement once the
environmental impact assessment approval is obtained from the VIA commission.
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 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
licence and holds a 66.67% interest. Reabold held a 59.5% shareholding in
Rathlin at 31 December 2024 (increased to 79.8% in January 2025) and holds a
direct 16.67% in the licence giving the Company an aggregate c. 56% economic
interest in West Newton at 31 December 2024 (69.9% economic interest in
January 2025). The other co-venturer on the licence is Union Jack Oil (AIM:
UJO) with a 16.67% direct interest.
A Gas Export Feasibility study completed by CNG Services Limited in the first
half of 2024, concluded that, as a precursor to the intended West Newton full
field development, an initial single well development and gas export plan is
economically and technically feasible, allowing for accelerated production and
cash flow whilst requiring limited capital expenditure. With the industry
currently suffering from a lack of available development capital, the ability
to achieve early production with limited capex is strategically extremely
valuable. Initial gas production is planned to be from a single horizontal
well, processed through a modular plant, tied in from the West Newton A site
to the National Transmission System at an existing above ground installation
via a pipeline. The single well development plan benefits from early cash
generation with the ability to drill future wells out of cash flow. Following
drilling and testing of this horizontal well, first gas is expected 18 months
later with an associated gross development capex estimated to be c.£12
million. Although early production from the single well development
demonstrates highly attractive standalone economics and would support future
wells being drilled from cashflow, it is envisaged that it will be a precursor
to the full field conceptual development plan.
In addition, the North Sea Transition Authority ("NSTA") has approved a
revised work programme for PEDL 183 onshore UK, which contains the West
Newton field. With the necessary approval from the NSTA for the revised work
programme for PEDL 183 secured, Reabold can continue to progress this
important UK gas project in the most optimal manner. The revised minimum
work programme for PEDL 183 is as follows:
· 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.
The JV partnership for PEDL 183 is expected to approve a forward plan, which
will initially consist of the re-entry and recompletion of the West Newton A-2
well in order to establish sustained gas flow. The JV partnership believes
this is a low risk and low cost approach to derisk the project.
Rathlin, has been informed by the Environment Agency that its application on
behalf of the JV for the recompletion of the West Newton A-2 well has been
'Duly Made'. For the recompletion of the West Newton A-2 well to proceed,
Rathlin is required to obtain the NSTA's consent and receive a permit from
the Environment Agency. The JV is fully funded for re-entry and recompletion
which is expected to commence in Q4 2025 / Q1 2026. Further updates will be
provided in due course.
On 12 December 2024, Reabold announced that it had agreed to acquire 20.4% of
the shares in Rathlin from Connaught Oil & Gas Limited ("Connaught") for
a total cash consideration of £700,000. The transaction completed on 30
January 2025 taking Reabold's total shareholding in Rathlin to approximately
79.8% and its economic interest in PEDL183 to 69.9%.
Alongside our strategy to unlock significant near-term value from West Newton,
we have also considered the carbon intensity of the project. In May 2024,
Reabold commissioned GaffneyCline & Associates Limited ("GaffneyCline") to
perform a carbon intensity study for the West Newton field which 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 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 (gCO2e/MJ); and
· 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.
Reabold is committed to the highest standards of environmental processes, and
we incorporate these responsibilities into our operational decision-making and
investments.
UK Offshore
Victory contingent consideration receivable
In January 2024, Reabold received the final tranche payment of £4.4 million,
following Shell's receipt of development and production consent for the
Victory gas field from the North Sea Transition Authority. This follows
the £8.3 million already received by the Company in previous periods,
taking the total proceeds for the sale of Reabold's 49.99% interest in
Corallian, to £12.7 million.
North Sea licences
At the beginning of 2024, Reabold held interests in four North Sea licences:
P2605, P2504 (both 100%), P2478 (36%) and P2486 (10%). Reabold relinquished
its 36% interest in licence P2478 in March 2024, following unavoidable and
significant delays to the acquisition of 3D seismic data, as had been
stipulated in the deed of variation concerning the extension to phase A of the
Licence. The delays were largely a result of continuous wind farm construction
activities in the area. All commitments have been fulfilled and there remain
no further obligations.
Licence P2486 was relinquished in July 2024. Licence P2605 and P2504 were
relinquished in November 2024. Despite the Company's best efforts, we have
been unable to farm down these assets. The ability of potential counterparties
to commit to investment in the North Sea was negatively affected by the Labour
party's pledge to increase the Energy Profits Levy ("EPL") and remove
investment allowances attached to the EPL, in the lead up to the UK General
Election held in July 2024. On 30 October 2024, the Chancellor confirmed that
the government will increase EPL to a headline rate of 78%, extend the EPL to
March 2030 and the remove the 29% investment allowance. In March 2025 the UK
Government launched a consultation on the future tax regime for the UK oil and
gas industry.
Award of UKCS Licence - P2659 (10%)
In July 2024, Reabold was awarded a 10% interest in Licence P2659 in the
Southern North Sea, as part of the UK's 33rd Offshore Licensing Round. 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 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.
( )
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 has
a 100% interest in the Parta exploration and Iecea Mare production licence in
Western Romania, which include the IMIC-1 discovery and the IMIC-2 prospect.
During the year ADX has been engaging with National Agency for Mineral
Resources ("NAMR") with regards to options for the extension of the Parta
exploration licence. The validity of the Iecea Mare production licence is 20
years and not affected.
Options to exploit the geothermal potential of the Romanian part of the
Pannonian Basin are being investigated together with a subsurface review of
the likely prospectivity. Legislation for the exploitation of geothermal
energy is currently being created. However, the regulator has stated that a
petroleum licence needs to be converted into a geothermal licence, before any
non-petroleum operations can be performed. Furthermore, a geothermal licence
can only be awarded after finalising all petroleum operations as defined in
the relevant petroleum licence agreement.
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/
(http://www.daybreakoilandgas.com/) .
Sachin Oza Stephen Williams
Co-Chief Executive Officer Co-Chief Executive Officer
10 June 2025
Financial review
Group Income Statement
The Group's loss for the year ended 31 December 2024 was £3.4 million (2023:
£7.2 million).
Reabold's share of loss from associates was £1.0 million (2023: £0.6
million). The increase was mainly driven by accounting for LNEnergy as an
associate for a full year in 2024. See Note 14 for more information.
Exploration expenses of £0.3 million were incurred in 2024 (2023: £1.6
million). The decrease was driven by a reduction in activity on our North Sea
assets as a result of multiple relinquishments in the prior year. See Notes 4
and 11 for further details.
Administrative expenses for the year were £2.0 million (2023: £2.2 million).
The Group undertook a detailed analysis of supplier arrangements with a focus
on cost reductions. In an inflationary environment the Group reduced admin
costs by £0.2 million or 9% year-on-year.
In 2024, Reabold incurred £98,000 (2023: £190,000) in legal and professional
fees, which Reabold has classified as non-underlying items, 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.
Share-based payments were £153,000 (2023: £57,000). The increase was as a
result of deferred bonus shares granted in the year as well as a full year's
expense related to LTIP options granted in 2023. See note 22 for further
details.
Finance income of £169,000 (2023: £33,000) primarily represented interest
income earned on cash deposits and has increased as a result of a higher
average cash balance in 2024, allowing short-term surplus cash to be placed in
treasury deposits.
Group Balance Sheet
Exploration and evaluation assets remained flat at £7.0 million (2023: £7.0
million). Additions at West Newton of £0.3 million were offset by
exploration write-offs in the North Sea of £0.3 million.
Investments in associates remained flat at £26.1 million (2023: £26.1
million). Additions of £1.0 million in LNEnergy were offset by losses of
£0.5 million at LNEnergy and £0.5 million at Rathlin. See Note 14 for
further information.
Other short-term investments decreased from £4.4 million to £Nil
representing the final tranche proceeds received from the Corallian disposal,
triggered by Shell's receipt of development and production consent for the
Victory gas field from the North Sea Transition.
Overall, net assets decreased from £42.2 million at 31 December 2023 to
£38.9 million at 31 December 2024.
Group cash flow statement
Net cash used in operating activities was £2.3 million in 2024, compared with
£2.2 million in 2023. Savings of £0.2 million in administrative expenses,
£0.1 million in underlying items and £0.1 million in other exploration costs
were offset by an unfavourable £0.5 million swing in working capital
movements. Net cash used in operating activities before working capital
movements was £2.0 million (2023: 2.5 million).
Cash flow from investing activities in 2024 was an inflow of £3.2 million
compared with an inflow of £2.3 million in 2023. The cash flow from investing
activities in 2024 included cash capital expenditure of £1.3 million
primarily related to investments in LNEnergy (compared with cash capital
expenditure of £2.9 million in 2023 primarily driven by the acquisition of
Simwell Resources Limited and the step acquisitions of LNEnergy). Divestment
proceeds in 2024 were £4.4 million compared with £5.2 million in 2023 - both
amounts relate to contingent consideration received from the sale of Corallian
to Shell in 2022.
Cash flow from financing activities in 2024 was an outflow of £0.1 million
compared with outflows of £0.3 million in 2023, mainly due to lower
repurchases of shares.
Liquidity
Cash and cash equivalents were £6.2 million at 31 December 2024 (2023: £5.4
million). The only debt the Group has is in the form of lease liabilities
which are less than £0.1 million.
Commitments
The Group does not have any signed contractual capital commitments as at 31
December 2024 (2023: 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:
· 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
Reabold anticipates re-entering and recompleting an existing West Newton well
in Q4 2025 / Q1 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.£1.4 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.
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 · Management regularly communicates its strategy to shareholders.
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 · Focus is placed on building a diverse and resilient asset
portfolio of assets. 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: Decreases in oil and/or gas prices could have an adverse · Contingency is built into the evaluation, planning and budgeting
effect on the demand for oil and/or gas. If these reductions are significant process to allow for the downside movements in commodity prices.
or for a prolonged period, we may have to write down assets and investments
and reassess the viability of certain projects, which may impact future cash · Reabold's business model is to invest in undervalued oil and gas
flows, profit, capital expenditure, the ability to work within our financial assets that would be able to deliver profitably under current reasonable
frame and maintain our investment programme. 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 · The Group and its investee companies undertake extensive analysis
access and progress hydrocarbon resources could adversely affect delivery of of available technical information to determine work programmes.
our strategy. Challenging operational environments and other uncertainties
could impact drilling and production activities. Challenges include uncertain · Appraisal programmes are designed to de-risk the overall field
geology; the existence and availability of necessary technology and development. Well and seismic data is continually reviewed to best allocate
engineering resources; the availability of skilled labour; the existence of capital and make drilling decisions.
transport infrastructure; project delays; the expiration of licences; delays
in obtaining required permits; potential cost overruns; and technical, fiscal, · Downside risk can be reduced by entering into risk sharing
regulatory, political and other conditions. arrangements.
· The Group retains working capital reserves to cover any delays or
cost overruns
Liquidity, financial capacity and financial exposure: External market · Management has a clear strategy for value realisation and
conditions can impact our financial performance. Insufficient liquidity and creation as evidenced by the realisation of value from the Corallian sale in
funding capacity of the Group and its investee companies could adversely 2022.
impact the implementation of the Group's strategy and restrict work programmes
due to lack of capital. · The Group maintains a strong balance sheet by maximising cash to
ensure sufficient liquidity within the business.
· 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: Most of our projects and operations are conducted in joint · For every project which is conducted via an associate, Reabold
arrangements or with associates. This could reduce our degree of control and seeks to appoint a director to the board of the associate, whose
our ability to identify and manage risks. Varying levels of control over the responsibility is to manage performance and create and protect value for
standards, operations and compliance of our partners could result in legal Reabold. With a director on the board, Reabold seeks to influence operators
liability and reputational damage. 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 · Management looks for opportunities to deliver low carbon
an adverse impact on demand for oil and gas, commodity prices and/or the intensity production into the UK market by using low carbon intensity
Group's access to and cost of capital. Developments in policy, law, facilities, including potential re-use of existing infrastructure.
regulation, technology and markets including societal and investor sentiment,
related to the issue of climate change and the transition to a lower carbon · The Group's "investment horizon" is considered to fall within
economy could increase costs, constrain our operations and affect our business time frames too short to be materially affected by the Paris Agreement 2˚C
plans and financial performance. scenario.
· 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 · Recruitment and retention of key staff through providing
necessary skills and capabilities could negatively impact delivery of our competitive remuneration packages and stimulating and safe working
strategy. environment. Balancing salary with longer term incentive plans.
Geopolitical: Exposure to a range of political developments and consequent · We continually monitor geopolitical developments.
changes to the operating and regulatory environment (including events relating
to the Russia-Ukraine conflict) could cause business disruption. · 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 · The Group employs specialist support to detect and monitor
of our third parties' digital infrastructure or cyber security, including loss threats using security protection tools.
or misuse of sensitive information could damage our operations, increase costs
and damage our reputation. · We build awareness with our employees and share information for
continuous learning
Compliance and control risks
Regulation: Changes in the law and regulation in countries in which Reabold · Our business seeks to identify, assess and manage legal and
has a presence with partners could increase costs, constrain our operations regulatory risk relevant to our operations, strategy, business plans and
and affect our strategy, business plans and financial performance. financial performance. To support this work, we seek to develop co-operative
relationships with governmental authorities to allow appropriate focus on
Tax rates, particularly those applied to hydrocarbon activities tend to be areas of potential risk or uncertainty while also protecting Reabold's
high compared with those imposed on similar commercial activities. Governments interests within the law.
may change their fiscal and regulatory frameworks in response to public
pressure on finances resulting in increased amounts payable to them. The UKCS · Management will utilise investment incentives where available
licensing regime under which some of Reabold's operational rights and
obligations are defined may be subject to future change.
Reporting: Failure to accurately report our data could lead to regulatory · Our finance team provide assurance of the control environment and
action, legal liability and reputational damage. are accountable for building control and compliance into finance processes and
digital systems
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 Reabold does not 'operate' any of the assets in its portfolio. Our
operational assets are managed by our associate companies who are responsible
for the adequacy of standards, operations and compliance. In addition, 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.
Reabold is not producing any energy products and therefore has no associated
scope 3 emissions.
Balanced energy transition
Reabold is committed to preserving and protecting our natural environment for
future generations. Reabold complies with the standards of the international
oil industry, environmental laws and regulations. Reabold recognises that GHG
emissions from the use of hydrocarbon-based energy contribute to climate
change. The Paris Agreement aims to strengthen the global response to the
threat of climate change by "holding the increase in the global average
temperature to well below 2°C above pre-industrial levels and pursuing
efforts to limit the temperature increase to 1.5°C above pre-industrial
levels". Reabold supports the more ambitious goal of the Paris Agreement,
which is to limit the rise in global average temperature this century to
1.5°C above pre-industrial levels. We recognise and support the basis of the
Paris Agreement to strengthen the global response to the threat of climate
change.
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. 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, but
oil and natural gas demand is expected to remain a key element of the energy
mix for many years based on stated government policies, commitments and
announced pledges to reduce emissions. The challenge is to meet the world's
energy needs sustainably and efficiently, which requires managing and reducing
harmful emissions.
Reabold actively encourages and expects its investee companies / operators of
its oil and gas interests to respond to this by continuously striving 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
(http://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 investee company sites in the United Kingdom are 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 has been a stark reminder that energy security
cannot be taken for granted.
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 in gas projects such as the Victory
project, which was subsequently sold to Shell in November 2022, and 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.
Reabold is committed to the highest standards of environmental processes and
we incorporate these responsibilities into our operational decision-making and
investments.
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 CO(2) capture of 1,400 tonnes CO(2) 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.
Daybreak, USA
Daybreak's production sites are located in California, a state with very high
renewable energy generation which feeds into the energy required for
hydrocarbon extraction. By industry standards, Daybreak's oil and gas
activities require a very low level of energy to extract the hydrocarbons,
ensuring it is one of the most energy efficient of its type in California.
Romania
Romania has a diverse energy mix, including coal, natural gas, nuclear,
hydroelectric, and renewable sources. The largest share of electricity
production historically came from coal and natural gas, followed by
hydroelectric and nuclear power. In recent years, there has been a shift
towards increasing the share of renewable energy sources, such as wind and
solar. However, Romania supports natural gas in the long-term in the European
Green Deal because it forecasts that this resource will remain an important
tool in changing the energy sector and transitioning to a more sustainable and
carbon-free economy. By developing and producing gas from the Parta site,
Danube Petroleum Limited will be able to contribute to the country's efforts
to implement this energy strategy. In addition, options to exploit the
geothermal potential of the Romanian part of the Pannonian Basin are under
investigation with the authorities in combination with a subsurface review of
the likely prospectivity.
Managing our environmental footprint and reducing our emissions are important
objectives for Reabold Resources. We regularly review and revise our policies,
as necessary.
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.
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.
In 2018 the Company adopted the Quoted Companies Alliance ("QCA") Corporate
Governance Code 2018. During 2023, the QCA published an updated corporate
governance code (the "2023 QCA Code") which will apply to financial years
beginning on or after 1 April 2024. Following the updates made by the 2023
QCA Code the Company is complying as far as possible with the 2023 QCA Code
now, earlier than required, in order to continue to adhere to the best
possible level of good governance. The directors believe that the 2023 QCA
Code with its updates remains at this stage to be the most appropriate
recognised corporate governance code for the Company. It is believed that the
2023 QCA Code provides the Company with the framework to help ensure that a
sound level of governance is maintained, enabling the Company to embed the
governance culture that exists within the organisation as part of building a
successful and sustainable business for all its stakeholders.
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.
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 2024,
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. The Board made decisions in the year with regard to acquisitions
and investments 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. The Board of Directors is collectively responsible for the decisions
made towards the long-term success of the Company and the way in which the
strategic, operational and risk management decisions have been implemented
throughout the business is detailed in our Strategy and business model on page
4 and throughout the Strategic Report.
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 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. Meeting
commitments made to investors is critical to building trust and confidence
with our external stakeholders.
The Co-CEOs provide a comprehensive update to the Board on material business
and external developments at each main Board meeting. This includes
significant operational updates, e.g. 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. As such, the Board receives information on these
topics to provide relevant information for specific Board decisions.
Executive Directors conduct site visits of various investee company operations
and hold external stakeholder engagements, where feasible.
At present Reabold does not 'operate' any of the assets in its portfolio. Our
operational assets are managed by our associate companies who are responsible
for the adequacy of standards, operations and compliance. Reabold seeks to
influence how risk is managed in arrangements where we are not operator by
ensuring we have a member of the executive team on the Board of our associate
companies. This gives Reabold assurance that operations are and will be
carried out in a sustainable and safe manner. 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 16, and
within the principal risks and uncertainties section on page 13.
S172(1) (e) "The desirability of the Company maintaining a reputation for high
standards of business conduct"
The Company is incorporated in the UK and governed by the Companies Act 2006.
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 to 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) "The need to act fairly as 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. The Board strongly believes that Reabold will only
succeed by working together with governments, business partners, investors,
and other stakeholders. Continuing to work together with stakeholders is
critical, particularly at a time when we and society, including businesses,
governments, and consumers, face issues as complex and challenging as climate
change, energy security and affordability.
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 upgraded website, launched in March 2023, 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 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 some of the principal decisions made by the Board over the
year, and how directors have performed their duty under Section 172.
Over the course of the year, the Board considered and approved new
investments:
Further Investment in LNEnergy
The Board approved increasing Reabold's investment in LNEnergy by 3.1% to
29.2%. LNEnergy's primary asset is an exclusive option over a 90% interest in
the Colle Santo gas field onshore Italy. The Board agreed the investment was
in line with Reabold's strategy to develop high quality strategic European gas
assets with near-term production potential that can generate shareholder value
and a favourable return on capital. The Colle Santo gas field is a highly
material gas resource with 65Bcf of 2P reserves, as estimated by RPS as of 30
September 2022, and subject to the necessary approvals and permits, is
development ready with no additional drilling required. LNEnergy believes that
the field has the potential to generate an estimated €11-12m of gross
post-tax free cash flow per annum. On 1 May 2024 a non-binding Heads of
Agreement between Gunvor and LNEnergy for the purchase of LNG by Gunvor from
LNEnergy from the Colle Santo gas field was executed. Reabold expects to
receive the environmental impact assessment approval from the VIA commission
in the near future - the final milestone ahead of a full production concession
being granted by MASE. First production from the LNG project is expected in
2027.
Further investment in Rathlin
The Board approved the acquisition of 20.4% of the shares in Rathlin from
Connaught taking Reabold's total shareholding in Rathlin to 79.8%. The Board
considered that greater exposure to the PEDL183 licence, on highly attractive
terms, would support long-term shareholder value.
The Board considered the clarity provided the UK Budget announcement in
October 2024 and is confident, against this more stable backdrop, in Reabold's
ability to progress the West Newton work programme and bring this
important UK gas asset to the next stage of development and monetisation. As
the energy transition in the UK moves forward, the economic, fiscal, energy
security and environmental case for using indigenous gas has never been
stronger.
Strategic Report signed on behalf of the Board
Chris Connolly
Company Secretary
June 10, 2025
Board of Directors
Corporate Governance
Jeremy Edelman
Non-Executive Chairman
Appointed: 19 December 2012
Jeremy Edelman 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 Oza has 22 years of investment experience, including 18 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 Williams has 20 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 Samaha 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 Felton is an experienced fund manager in the City and brings over 30
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 Mozetic, an exploration geologist, brings over 46 years of
international technical experience in the oil and gas industry to the Company.
His most recent experience was in designing, implementing and leading 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. Previous to 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 2024
Corporate Governance
The Directors submit their report and the audited financial statements of the
Group and Company for the year ended 31 December 2024.
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 19 - 21.
Results and dividends
The loss for the year was £3.4 million (2023: loss of £7.2 million). The
Company has not declared any dividends during the year (2023: £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 26 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 2024 At 1 January 2024
Jeremy Edelman * 173,545,454 173,545,454
Sachin Oza 219,720,298 75,750,299
Stephen Williams 87,304,697 47,304,697
Michael Felton 58,572,605 25,240,599
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 22.
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 (2023: £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 28
June 2024 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
Information on share repurchases, including the number and nominal value of
the shares repurchased in 2024, can be found in Note 21 of the financial
statements.
The Directors' report was approved by the Board and signed on its behalf by
Chris Connolly, Company Secretary, on 10 June 2025.
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 2024 Annual report
and Accounts. The Governance report is structured around the Quoted Companies
Alliance ("QCA") code.
In 2018 the Company adopted the 2018 QCA Code. Following the updates made by
the 2023 QCA code it was agreed that the Company would comply as far as
possible with the 2023 QCA Code now, earlier than required, in order to
continue to adhere to the best possible level of good governance. The
directors believe that the 2023 QCA Code with its updates remains at this
stage to be the most appropriate recognised corporate governance code for the
Company, given its nature and size. It is believed that the 2023 QCA Code
provides the Company with the framework to help ensure that a sound level of
governance is maintained, enabling the Company to embed the governance culture
that exists within the organisation as part of building a successful and
sustainable business for all its stakeholders. The 2023 QCA Code has ten
principles which the Company is required to adhere to and to make certain
disclosures both within this 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
We are committed to doing business in an ethical and transparent way. The
Board recognises that their decisions regarding strategy and risk will impact
the corporate culture of the Company as a whole and that this will impact the
performance of the Company.
The Board is very aware that the tone and culture set by the Board will
greatly impact all aspects of the Company as a whole and the way that
employees behave. The corporate governance arrangements that the Board has
adopted are designed to ensure that the Company delivers long term value to
its shareholders and that shareholders have the opportunity to express their
views and expectations for the Company in a manner that encourages open
dialogue with the Board. A large part of the Company's activities is centred
upon what needs to be an open and respectful dialogue with employees, clients
and other stakeholders. Therefore, the importance of sound ethical values
and behaviours is crucial to the ability of the Company to successfully
achieve its corporate objectives. The Board places great importance on this
aspect of corporate life and seeks to ensure that this flows through all that
the Company does.
The Board considers that at present the Company has an open culture
facilitating comprehensive dialogue and feedback and enabling positive and
constructive challenge. 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. The Company takes all reasonable steps to ensure
it is compliant with the Market Abuse Regulations 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. 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 press releases, presentations and
face-to-face meetings.
Shareholders can contact Reabold directly via the "Contact us" section of the
Reabold website. Investors can also
access information via the Investor Q&A section of the Reabold website.
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. The announcement also provides, for
information, details of the total number of votes in favour of each
resolution. At last year's AGM, all resolutions put to shareholders were duly
passed.
In January 2024, the Board successfully defended 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. The
resolutions were broadly unchanged from their 2022 submission which was also
rejected by shareholders. The requisitioning shareholders received support
from approximately 21% of shareholders who voted.
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 2024, 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 19. The
Company's ESG statement is on page 16.
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 13 to 15.
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 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 2024 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. Biographical details of the
current Directors are set out on pages 22 and 23 of this Annual Report.
In accordance with the Companies Act 2006, the Board complies with: a duty to
act within their powers; a duty to promote the success of the Company; a duty
to exercise independent judgement; a duty to exercise reasonable care, skill
and diligence; a duty to avoid conflicts of interest; a duty not to accept
benefits from third parties and a duty to declare any interest in a proposed
transaction or arrangement.
Ultimate authority for all aspects of the Company's activities rests with the
Board with the respective responsibilities of the Chair and the Executive
Directors arising as a consequence of delegation by the Board. The Board has
adopted appropriate delegations of authority which set out matters which are
reserved to the Board.
The schedule of matters reserved for the Board include:
· Approval of the Group's strategic plan, oversight of the Group's
operations and review of performance in the view of the Group's strategy,
objectives, business plans and budgets, and ensuring that any necessary
corrective action is taken;
· Ultimate oversight of risk, including determining the Group's risk
profile and risk appetite;
· Culture and succession planning;
· Investments, acquisitions, divestments and other transactions outside
delegated limits;
· Financial reporting and controls, including approval of the half-year
interim results, full-year results, approval of the Annual Report and
Financial Statements, approval of any significant changes in accounting
policies or practices and ensuring maintenance of appropriate internal control
and risk management systems;
· Ensuring the Annual Report and Financial Statements present a fair,
balanced and understandable assessment of the group's position and prospects;
· Assessment of the Group's ability to continue as a going concern;
· Capital expenditure, including the annual approval of the capital
expenditure budgets and any material changes to them in line with the
Group-wide policy on capital expenditure;
· Dividend policy, including the annual review of the dividend policy
and recommendation and declaration of any dividend;
· Appointment of Directors;
· Shareholder documentation, including approval of resolutions and
corresponding documentation to be put to shareholders and approval of all
material press releases concerning matters decided by the Board;
· Terms of reference of Board committees and appointment of members to
the committees; and
· Key business policies, including approval of remuneration policies.
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.
The Executive and Non-Executive Directors are subject to re-election at the
second annual general meeting of the Company after their last appointment or
reappointment, if not before.
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 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.
Michael Felton and Marcos Mozetic are considered to be Independent Directors.
The Board notes that the QCA recommends a balance between executive and
non-executive Directors and recommends that there be at least two independent
non-executives. The Board will review further appointments as scale and
complexity grows.
The Board has two committees as detailed below.
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.
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 2024 for all committee meetings is given in
the table below.
Board Audit Committee Remuneration Committee
Jeremy Edelman 12/12 2/2 3/3
Sachin Oza 12/12 N/A N/A
Stephen Williams 12/12 N/A N/A
Anthony Samaha 11/12 2/2 N/A
Marcos Mozetic 12/12 N/A 3/3
Michael Felton 11/12 2/2 3/3
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
and 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 role of the Chair 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 Chair is responsible for the implementation and
practice of sound corporate governance. The Chair 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 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.
The Board recognises that it currently has a limited diversity, including a
lack of gender balance, and this will form a part of any future recruitment
consideration if the Board concludes that replacement or additional directors
are required.
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.
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.
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 Remuneration Committee meet at least twice a year to discuss the
remuneration structure to ensure that it motivates the senior management team
and promotes the long-term growth of shareholder value.
Pay structures for the senior management team foster alignment with
shareholders through building and holding a meaningful shareholding in the
Company.
Full details can be found in the Remuneration Report of pages 31 to 33.
10) Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
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 6. 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 19 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. The announcement also provides details of the
total number of votes in favour of each resolution. At the most recent AGM,
held on 28 June 2024, 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
10 June 2025
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
· Recommend to the Board the remuneration principles and policies
for the Executive Directors and CFO.
· Set and approve the terms of engagement, remuneration, benefits
and termination of employment for the Executive Directors and CFO.
· Prepare the remuneration report.
· Approve the principles of any equity plan.
· Ensure termination terms and payments to executive directors and
CFO are appropriate.
Membership
Marcos Mozetic
Member and chair since September 2018
Jeremy Edelman
Member
Michael Felton
Member
Meetings and attendance
The Committee met three times in 2024. All members attended each meeting.
Key activities in 2024
· determining 2024 target bonus opportunities;
· setting 2024 annual bonus;
· approving the 2023 Directors' Remuneration Report; and
· formalising the policy for the granting of the deferred annual
bonus shares.
Executive Directors' remuneration for the year ended 31 December 2024
Sachin Oza Stephen Williams Sachin Oza Stephen Williams
Co-CEO 2024 Co-CEO Co-CEO 2023 Co-CEO
2024 2023
Salary 248,479 248,479 £242,627 £242,627
Annual bonus(a) £44,530 £44,530 £51,575 £51,575
Taxable benefits £960 £1,318 £530 £633
Pension £14,909 £14,909 £12,121 £12,121
Performance shares(b) Nil Nil Nil Nil
Total remuneration £308,878 £309,236 £306,853 £306,956
(a) The full value of the annual bonus in 2024 and 2023 comprises 50%
delivered in cash and 50% delivered in shares. The shares element applicable
to the 2024 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 will be measured in
April 2026. See 2023 LTIP below.
Overview of outcomes
Salary and benefits
Effective 1 January 2024, Sachin Oza and Stephen Williams received a salary
increase of 2.4%. The Executive Directors' increases for 2024 were positioned
below inflation and below the average UK increase at the end of 2023. 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 2024, 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 35.85/100. The maximum
bonus is 50% of salary.
The 2024 bonus outcome calculation was £248,479 (base salary) x 50% (max
target) x 35.85 (2024 scorecard result) = £44,530. The bonus is rounded down
to the nearest £10. Half of the bonus is delivered in cash and half is
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.
Chair and non-executive directors' remuneration
Fees (£)
2024 2023
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 2024,
including any interests of their connected persons, are set out in the table
below.
Ordinary shares held at January 1 2024 Ordinary shares held at December 31 2024 Shares (unvested and subject
to performance conditions(a))
Executive Directors
Sachin Oza 75,750,299 219,720,298 150,000,000
Stephen Williams 47,304,697 87,304,697 150,000,000
Non-executive Directors
Jeremy Edelman (b) 173,545,454 173,545,454
Michael Felton 25,240,599 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, 2024, the Directors of the Company beneficially owned 5.41% of
the Company in aggregate.
External appointments
Neither Sachin Oza nor Stephen Williams held any external Non-executive
Director positions of publicly listed companies during 2024.
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 10 June 2025.
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
2024 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated
Statement of Changes in Equity, the Company Statement of Changes in Equity,
the Consolidated Statement of Cash flows, the 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 2024 and of the group's loss for
the year then ended; and
· 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
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.
We draw attention to Note 1 of the financial statements, concerning the
applicability of the going concern basis of preparation. As at 31 December
2024, the group and parent company had cash of £6.2m and the Directors
consider these cash reserves are sufficient to support the group's and parent
company's on-going non-project related expenditure for at least 12 months from
date of approval of these financial statements.
In Note 1, the Directors explain that further funding needs to be secured
within the next 18 months and that, under a severe downside scenario where
funding is not raised, the available cash reserves may be exhausted. The
Directors are actively pursuing funding options and, whilst discussions are at
an early stage, the directors are confident in the group's ability to secure
the additional funding necessary to progress its strategy and realise the
value of its assets, and therefore the financial statements have been prepared
on a going concern basis. However, given that there is no guarantee that
funding will be successfully raised, there is a risk that the group will not
have sufficient financial resources to fund its short-term project funding
requirements and therefore there exists a material uncertainty concerning the
ability of the group and parent company to continue as a going concern.
As stated in note 1, these events or conditions, 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.
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.
Key Audit Matter How our scope addressed this matter
Carrying value of exploration & evaluation (E&E) assets (group and Our procedures included, but were not limited to, the following:
parent company risk)
• obtaining and challenging management's assessments as
to whether there were indicators of impairment;
The carrying value of exploration & evaluation in the Group accounts is • reviewing the accounting policy in place to ensure
£7,006k (2023: £7,023k). The parent company has a carrying value of £7,005k that the point at which exploration and evaluation assets are recognised is
(2023: £6,766k). reasonable and in line with IFRS 6 requirements;
• critically assessing a sample of transactions
throughout the company, subsidiary and associated companies to ensure
The group and parent company's accounting policy in respect of this area is additions have been treated in accordance with the accounting policy;
set out in the accounting policy notes in the accounts.
• 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;
The Group is involved in the extraction of oil
• making enquires of management of the potential impact
and gas. Under IFRS 6, Exploration for and of socio-economic and climate related factors on determining the carrying
values of the assets; and
Evaluation of Mineral Resources, management
• holding discussions with component auditors and
must establish an accounting policy specifying reviewing their work to ensure appropriate and sufficient audit evidence had
been obtained around the carrying value of E&E assets in associated
which expenditures are recognised as undertakings;
exploration and evaluation assets and apply it
consistently. The risk is associated with the Our observations
valuation of the assets. Based on the results of our procedures performed we consider that the value of
exploration & evaluation assets is 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:
Materiality
Overall materiality Group: £593,000 (2023: £647,000)
Parent company: £500,000 (2023: 550,000)
How we determined it This has been calculated with reference to total assets, of which it
represents 1.5% for the group and 1.26% for the parent company.
Rationale for benchmark applied Total assets has 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.
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 £475,000 (2023: £517,000) for the group
and £375,000 (2023: £440,000) 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 £17,800 (2023: £19,500) for the group and
£15,000 (2023: £16,500) for the parent entity 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
£176,000.
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 a full scope audit of the group and the parent
company financial statements of Reabold Resources Plc. Based on our risk
assessment, all other entities within the group were considered immaterial
components. With respect to the group's associated undertakings:
· Rathlin (UK) Limited was subject to full scope audit which was
performed by a component auditor;
· Danube Petroleum Limited was subject to specific scope audit
performed by a component auditor; and
· LNEnergy Limited was subject to specific scope audit procedures
performed by the group engagement team.
Where component auditors were utilised in our work, group audit 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 their audit process, and their 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 Financial Statements, 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 their 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 these 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 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;
· 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 both those charged with governance and 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 is available on the Financial
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities
(http://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 Mazars LLP
Chartered Accountants and Statutory Auditor
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF
10 June 2025
Consolidated Statement of Income
for the year ended December 31, 2024
Note
2024 £000 2023 £000
Continuing operations
Net (loss) in financial assets measured at fair value through profit or loss 15 - (2,661)
Other income 42 88
Share of losses of associates 14 (1,013) (611)
Exploration expense 4 (348) (1,596)
Administration expenses (1,980) (2,185)
Non-underlying items 25 (98) (190)
Share based payments expense 22 (153) (57)
Foreign exchange losses (1) -
Operating loss (3,551) (7,212)
Finance costs 5 (18) (15)
Finance income 169 33
(Loss) before tax for the year (3,400) (7,194)
Taxation 9 - -
(Loss) for the year (3,400) (7,194)
Attributable to:
Reabold shareholders (3,400) (7,194)
Earnings per share
(Loss) for the year attributable to Reabold shareholders
Per ordinary share (pence)
Basic 10 (0.03) (0.08)
Diluted 10 (0.03) (0.08)
Consolidated Statement of Comprehensive Income
for the year ended December 31, 2024
_____________________________________________________________________________________
Note 2024 £000 2023 £000
Loss for the year (3,400) (7,194)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Currency translation differences - -
Share of items relating to equity-accounted entities 14 17 -
Other comprehensive income 17 -
Total comprehensive income (3,383) (7,194)
Attributable to
Reabold Shareholders (3,383) (7,194)
Consolidated Balance Sheet
as at December 31,
2024
_____________________________________________________________________________________
Group Company
Note Dec 31, 2024 Dec 31, 2023 Dec 31, 2024 Dec 31, 2023
Registered Number: 3542727 £000 £000 £000 £000
Non-current assets
Exploration & evaluation assets 11 7,006 7,023 7,005 6,766
Right-of-use assets 12 46 - 46 -
Investments in associates 14 26,088 26,083 26,088 26,083
Investments in subsidiaries 13 - - 13 13
Other investments 15 28 27 15 15
Restricted cash 17 53 25 53 25
Trade and other receivables 16 7 - 7 -
33,228 33,158 33,227 32,902
Current assets
Prepayments 43 95 43 81
Trade and other receivables 16 65 126 66 393
Other investments 15 - 4,365 - 4,365
Cash and cash equivalents 17 6,248 5,413 6,248 5,413
6,356 9,999 6,357 10,252
Total assets 39,584 43,157 39,584 43,154
Current liabilities
Lease liabilities 12 40 - 40 -
Trade and other payables 18 127 330 127 326
Accruals 161 271 161 271
328 601 328 597
Non-Current liabilities
Lease liabilities 12 7 - 7 -
Provision for decommissioning 19 380 382 380 382
387 382 387 382
Total liabilities 715 983 715 979
Net assets 38,869 42,174 38,869 42,175
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) (263) (338) (263)
Share based payment reserve 22 2,130 1,977 2,130 1,977
Retained 25,185 28,568 25,185 28,569
earnings
Total Equity 38,869 42,174 38,869 42,175
The loss for the Company was £3.4 million for the year ended 31 December 2024
(2023: loss of £7.3 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 10 June 2025
Sachin Oza Stephen Williams
Co-Chief Executive Officer Co-Chief Executive Officer
Consolidated Statement of changes in equity
for the year ended December 31, 2024
_____________________________________________________________________________________
Group 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, 2023 9,044 29,033 200 - 1,920 6,263 46,460
Loss for the - - - - - (7,194) (7,194)
year
Other comprehensive income - - - - - - -
Total comprehensive income - - - - - (7,194) (7,194)
Issue of ordinary share capital 21 1,545 1,524 - - - - 3,069
Repurchase of ordinary share capital 21 - - - (263) - - (263)
Reduction of share premium account - (29,454) - - - 29,454 -
Share-based payments 22 - - - - 57 - 57
Share of equity-accounted entities' changes in equity - - - - - 45 45
At December 31, 2023 10,589 1,103 200 (263) 1,977 28,568 42,174
Loss for the - - - - - (3,400) (3,400)
year
Other comprehensive income - - - - - 17 17
Total comprehensive income - - - - - (3,383) (3,383)
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
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, 2023 9,044 29,033 200 - 1,920 6,344 46,541
Loss for the - - - - - (7,274) (7,274)
year
Total comprehensive income - - - - - (7,274) (7,274)
Issue of ordinary share capital 21 1,545 1,524 - - - 3,069
Repurchase of ordinary share capital 21 - - - (263) - - (263)
Reduction of share premium account - (29,454) - - - 29,454 -
Share-based payments 22 - - - - 57 - 57
Share of equity-accounted entities' changes in equity - - - - - 45 45
At December 31, 2023 10,589 1,103 200 (263) 1,977 28,569 42,175
Loss for the - - - (3,401) (3,401)
year
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
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 Statement of Cash Flows
for the year ended December 31, 2024
_____________________________________________________________________________________
Group Company
2024 2023 2024 2023
Note £000 £000 £000 £000
Operating activities
(Loss) for the period (3,400) (7,194) (3,401) (7,274)
Adjustments to reconcile loss for the period to net cash used in operating
activities
Depreciation 12 33 - 33 -
Exploration expenditure written off 4 293 1,400 - -
Impairment of investments 13 - - - 4,665
Impairment of receivables 16 - - 339 391
Net loss (gain) on financial assets at fair value through 15 - 2,661 - (796)
profit or loss
Share of losses from associates 14 1,013 611 1,013 611
Net finance (income) costs (151) (18) (150) (18)
Share-based payments expense 22 153 57 153 57
Unrealised currency translation (gains) - 4 - 4
Net cash used in operating activities before working capital movements (2,059) (2,479) (2,013) (2,360)
Decrease (increase) in other current assets 105 32 70 36
(Decrease)/Increase in other current liabilities (312) 290 (309) 288
Net cash used in operating activities (2,266) (2,157) (2,252) (2,036)
Investing activities
Expenditure on exploration & evaluation assets 11 (293) (398) (257) (315)
Acquisitions 2 - (2,468) - (2,467)
Investments in associates 14 (991) - (991)
Total cash capital expenditure (1,284) (2,866) (1,248) (2,782)
Proceeds from disposal of associates 15 4,365 5,159 4,365 5,159
Interest received 158 33 158 33
Movements in restricted cash (28) - (28) -
Loans to subsidiaries - - (50) (205)
Net cash generated by investment activities 3,211 2,326 3,197 2,205
Financing activities
Repurchase of shares 21 (75) (263) (75) (263)
Lease liability payments 12 (35) - (35) -
Net cash used in financing activities (110) (263) (110) (263)
Currency translation differences relating to cash and cash equivalents - (4) - (4)
Increase (decrease) in cash and cash equivalents 835 (98) 835 (98)
Cash and cash equivalents at the beginning of the period 17 5,413 5,511 5,413 5,511
Cash and cash equivalents at the end of the period 17 6,248 5,413 6,248 5,413
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 2024 were approved and signed by the Co-Chief Executive
Officers on 10 June 2025 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 and IFRS Interpretations
Committee (IFRIC) interpretations issued and effective for the year ended
31 December 2024. 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 consider it appropriate to adopt the going concern basis of
accounting in preparing the financial statements. Cash and cash equivalents
increased by £0.8 million in 2024 to £6.2 million. The Group regularly
monitors its cash, funding and liquidity position. Near term cash projections
are revised and underlying assumptions reviewed. Longer-term projections are
also updated regularly. Reabold has no borrowings, and its capital commitments
can be funded from existing cash resources. In assessing the appropriateness
of the going concern assumption, management have stress-tested Reabold's most
recent financial projections to incorporate a range of potential future
outcomes by considering Reabold's principal risks and cash preservation
measures, including reduced future capital expenditure. This assessment
confirmed that Reabold has adequate cash to enable it to meet its obligations
as they fall due in order to continue its operations for at least 12 months
from the date of approval of the financial statements, even if the Group does
not monetise any assets and no further funding is obtained.
Beyond the going concern period of assessment, the Group may exhaust its
available cash resources within 18 months if additional funding is not
secured. Funding could take the form of farmouts, asset sales or external
funding at the subsidiary level. Under an extreme downside scenario -
including the failure to secure funding, along with the additional costs
incurred in connection with fundraising activities, the Group may exhaust its
cash resources within 14 months of the signing of these financial statements.
While this scenario is considered remote and not part of the base case
forecast, it represents a material uncertainty that may cast significant doubt
on the Company's ability to continue as a going concern beyond the 12-month
period of assessment. As a result, while the directors continue to adopt the
going concern basis in preparing the financial statements, they acknowledge
there is no guarantee that the Group will raise the necessary funding 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. The directors are
actively pursuing funding options and, whilst discussions are at an early
stage, the directors are confident in the Group's ability to secure the
additional funding necessary to progress its strategy and realise the value of
its assets. Therefore, the Directors consider it appropriate to continue to
adopt the going concern basis of accounting in preparing the audited
Consolidated Financial Statements.
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 (see note 19 for further
information).
The energy transition may result in decommissioning occurring earlier than
expected thereby increasing the present value of associated decommissioning
provisions. The risk on the timing of decommissioning activities is limited
supported by the production plans at West Newton. West Newton is expected to
start decommissioning within the next 2 decades. Currently the expected timing
of decommissioning expenditure for West Newton has not been brought forward.
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. For Reabold, the
judgements that the Group does not have significant influence over Daybreak,
and continues to have significant influence over Rathlin and Danube are
significant.
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.
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.
Rathlin
Whilst Reabold holds an equity stake in Rathlin of 59.5%, it is considered to
only have significant influence and not control over Rathlin. Pursuant to the
existing Rathlin Shareholders' Agreement, Reabold has the right to appoint
only one director to the Board of Rathlin, which comprises five directors.
Reabold's 59.5% interest in Rathlin is 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 does not consolidate
Rathlin as a subsidiary, but instead treats Rathlin as an associate and
incorporates the results, assets and liabilities of Rathlin in the
consolidated financial statements using the equity method of accounting. On 30
January 2025, Reabold increased its investment in Rathlin to 79.8% and will
account for its investment in Rathlin as a subsidiary from this date going
forward.
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.
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 2024. 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.
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.
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 and intangible assets (oil and gas
exploration and evaluation expenditure)
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.
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.
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
New and amended standards and interpretations
There are no new or amended standards or interpretations adopted from 1
January 2024 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. The
Group is currently working to identify all impacts IFRS 18 will have on the
primary financial statements and notes to the financial statements.
The following other new or amended standards not yet adopted are not expected
to have a material impact on the financial statements.
· IFRS 10 and IAS 28 (amendments) - Sale or Contribution of Assets
between an investor and its Associate or Joint Venture
· Amendments to IAS 21 - Lack of exchangeability
· 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
2. Acquisitions and other significant transactions
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. The carrying amount of the investment in LNEnergy is reported
within Investments in associates. See note 14 for further details. In May
2025, Reabold increased its interest in LNEnergy to 45.1%. See note 26 for
further details
On 12 December 2024, Reabold announced that it had agreed to acquire 20.4% of
the shares in Rathlin for a total cash consideration of £700,000. The
transaction completed on 30 January 2025. See note 26 for further details.
2023
LNEnergy
Between May and December 2023, Reabold acquired 26.1% of the ordinary share
capital of LNEnergy for a cash consideration of £1.9 million and the issuance
of 1,297,297,298 new ordinary shares, as non-cash consideration. Transaction
costs of £77,000 were incurred in addition to the £1.9 million
consideration.
Simwell Resources Limited
On 3 January 2023, Reabold acquired 100% of the issued share capital of
Simwell Resources. Total cash consideration for the acquisition was £491,000,
including transaction costs of £118,000. In addition to the cash
consideration, 247,775,359 new Ordinary Shares were issued as non-cash
consideration for the acquisition. The acquisition of Simwell Resources
Limited did not constitute a business combination and therefore the
acquisition was accounted for as an asset acquisition at cost.
3. Segmental analysis
The Directors consider the Group to have three segments, being onshore UK,
offshore UK and International.
Onshore UK comprises the Group's investment in Rathlin and the Group's 16.67%
direct interest in PEDL183.
Offshore UK comprises the Group's interest in UK North Sea licences.
International comprises the Group's investments in Danube Petroleum Ltd,
Daybreak Oil & Gas Inc., and LNEnergy Ltd.
Other business and corporate comprises the Group's treasury functions and
corporate activities. All finance expense and income and related taxes are
included in Other business & corporate segment earnings rather than in the
earnings of business segments.
2024 UK onshore UK offshore International Other business & corporate Total
£000 £000 £000 £000 £000
Other income - - - 42 42
Share of losses of associates (479) - (534) - (1,013)
Exploration expense (10) (338) - - (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 (489) (338) (534) (2,190) (3,551)
Finance costs - - - (18) (18)
Finance income - - - 169 169
Profit (loss) before tax for the year (489) (338) (534) (2,039) (3,400)
Taxation - - - - -
Profit (loss) for the year (489) (338) (534) (2,039) (3,400)
Segment assets 23,781 1 9,404 6,398 39,584
Segment liabilities (404) - - (311) (715)
Additions to non-current assets(a) 288 37 969 79 1,373
(a) Includes additions to property, plant and equipment (including
right-of-use assets); goodwill; intangible assets; investments in joint
ventures; and investments in associates.
2023 UK onshore UK offshore International Other business & corporate Total
£000 £000 £000 £000 £000
Net (loss) gain in financial assets measured at fair value through profit or - 796 (3,457) - (2,661)
loss
Other income - 40 - 48 88
Share of losses of associates (506) - (105) - (611)
Exploration expense (43) (1,553) - - (1,596)
Administration expenses - (7) - (2,178) (2,185)
Non-underlying items - - - (190) (190)
Share based payments expense - - - (57) (57)
Profit (loss) on ordinary activities (549) (724) (3,562) (2,377) (7,212)
Finance costs - - - (15) (15)
Finance income - - - 33 33
Profit (loss) before tax for the year (549) (724) (3,562) (2,359) (7,194)
Taxation - - - - -
Profit (loss) for the year (549) (724) (3,562) (2,359) (7,194)
Segment assets 23,959 4,651 8,957 5,590 43,157
Segment liabilities (404) (21) - (558) (983)
Additions to non-current assets(a) 315 1,290 4,377 - 5,982
( )
(a) Includes additions to property, plant and equipment; goodwill; intangible
assets; investments in joint ventures; and investments in associates.
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.
2024 2023
£000 £000
Exploration expenditure written off(a) 293 1,400
Other exploration costs 55 196
Exploration expense for the year 348 1,596
(a) Amounts written off in 2024 and 2023 were as a result of licences either
relinquished in the year or licences soon to be relinquished.
Exploration expenditure written off in 2024 relates to the following North Sea
Licences - part of the UK offshore segment: P2504 - £117,000, P2605 -
£176,000
In 2023, exploration expenditure written off related to the following North
Sea Licences - part of the UK offshore segment: P2332 - £633,000, P2329 -
£382,000, P2427 - £42,000, P2464 - £94,000, P2493 - £3,000, P2478 -
£90,000, P2486 - £156,000.
5. Finance costs
2024 2023
£000 £000
Interest expense related to leases (3) -
Unwinding of discount on decommissioning provisions (15) (15)
Total (18) (15)
6. Auditor's Remuneration
2024 2023
£000 £000
Total audit fees 90 82
No fees were paid to Forvis Mazars LLP for non-audit services in 2024 or 2023.
7. Remuneration of senior management and non-executive directors
Remuneration of directors
Group and Company 2024 2023
£000 £000
Total for all directors
Emoluments 769 763
Amounts received under incentive schemes - -
Employer contributions to pension plans 30 24
Total 799 787
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 2024 2023
£000 £000
Total for all senior management and non-executive directors
Short-term employee benefits 933 926
Pension costs 39 32
Share-based payments 152 57
Total 1,124 1,015
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 and Company 2024 2023
£000 £000
Remuneration 746 787
Social security costs 103 94
Pension costs 40 34
Share-based payments 152 57
1,041 972
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 and Company during the
year was 4 (2023:4), with 3 in senior management functions (2023:3) and 1 in
technical functions (2023:1). All employees are based in the UK.
The employee costs noted above relate to those employees with contracts of
employment in the name of Reabold Resources PLC. Of these costs, £40,000 are
borne by other undertakings within the group (2023: £90,000).
9. Taxation
Tax charged in the income statement
2024 2023
£000 £000
Current tax - -
Deferred tax - -
Tax charge in the income statement - -
Reconciliation of the total tax charge
2024 2023
£000 £000
Accounting (loss) before taxation (3,400) (7,194)
Statutory rate of corporation tax in the UK of 19% (2023: 19%) (646) (1,367)
Adjustments in respect of prior periods - 772
Share of operating loss of associates not taxable 192 116
Expenses not deductible for tax purposes 85 11
Deferred tax asset not recognised 369 468
Tax charge reported in income statement - -
Unrecognised tax losses
The Group has total unused UK tax losses of £23.6 million (2023: £21.4
million) including pre trading capital expenses and capital losses of £10.0
million (2023: £9.8 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.
Company
The Company has £21.5 million (2023: £19.4 million) of UK corporation tax
losses including pre trading capital expenses and capital losses of £9.6
million (2023: £9.3 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.
2024 2023
£000 £000
(Loss) for the year attributable to Reabold ordinary shareholders (3,400) (7,194)
2024 2023
Basic weighted average number of ordinary shares (thousand of shares) 10,195,475 9,561,792
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 10,195,475 9,561,792
diluted earnings per share (thousand of shares)
2024 2023
Pence per share Pence per share
Basic earnings per share (0.03) (0.08)
Diluted earnings per share (0.03) (0.08)
The number of ordinary shares outstanding at 31 December 2023, excluding
treasury shares was 10,194,413,490 (2023: 10,272,573,468 . For information on
share buy backs see Note 21.
11. Exploration and evaluation assets
Group Company
2024 2023 2024 2023
£000 £000 £000 £000
At 1 January 7,023 6,815 6,766 6,451
Acquisitions - 1,210 - -
Additions 293 398 256 315
Decommissioning revisions (17) - (17)
Exploration expenditure written off (293) (1,400) - -
Disposals - - - -
At 31 December 7,006 7,023 7,005 6,766
Group
Additions at 31 December 2024 include £293,000 in the UK primarily relating
to the PEDL 183 licence at West Newton (2023: £398,000 in the UK primarily
relating to the PEDL 183 licence at West Newton).
Amounts written off in 2024 and 2023 were as a result of licences either
relinquished in the year or licences soon to be relinquished.
Exploration expenditure written off in 2024 relates to the following North Sea
Licences: P2504 - £117,000, P2605 - £176,000
In 2023, exploration expenditure written off related to the following North
Sea Licences P2332 - £633,000, P2329 - £382,000, P2427 - £42,000, P2464 -
£94,000, P2493 - £3,000, P2478 - £90,000, P2486 - £156,000.
Acquisitions in 2023 relate to the acquisition of Simwell Resources Limited.
Company
Additions at 31 December 2024 include £256,000 in the UK relating to the PEDL
183 licence at West Newton (2023: £315,000).
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. Leases
In 2024, Reabold entered into a lease contract for office space.
Right-of-use assets
2024 £000
Office space
Cost
At January 1 -
Additions 79
At December 31 79
Depreciation, depletion and amortisation, including impairments
At January 1 -
Charge for the year 33
At December 31 33
Carrying amount at December 31 46
The future lease payments under the office lease contract and the carrying
amount at December 31, by payment date is as follows:
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
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.
13. Investments in Subsidiaries
Company - Investment in Subsidiaries Total
£000
Cost
At 1 January 2023 8,633
Additions 1,208
At 31 December 2023 9,841
Additions -
At 31 December 2024 9,841
Amounts provided
At 1 January 2023 5,163
Additions 4,665
At 31 December 2023 9,828
Additions -
At 31 December 2024 9,828
Net book amount:
31 December 2024 13
31 December 2023 13
31 December 2022 3,470
In 2024 there were no impairment charges recognised.
In 2023, an impairment charge of £4.7 million was recognised following an
impairment review, at an individual subsidiary level, and in line with the
requirements of IAS 36 Impairment of Assets. Taking into account the decrease
in the market value of Daybreak and licences relinquished in the year
management concluded that an impairment was necessary in terms of a
deterioration of fair value less costs to dispose. The impairment charge
related to the Company's investment in Gaelic Resources Limited and Reabold
Southern North Sea Limited. The recoverable amount of Gaelic Resources was
deemed to be £13,000 based on the market value of Daybreak. The recoverable
amount of Reabold Southern North Sea was deemed to be nil, as a result of its
exploration assets being fully written off.
( )
Details of the Company's subsidiaries as at 31 December 2024 are shown below:
Subsidiaries % Country of incorporation Principal activities
Reabold North Sea Limited 100 England & Wales Exploration and Evaluation
Reabold Resourcing Limited 100 England & Wales Investment holding
Gaelic Resources Limited 100 Isle of Man Investment holding
Reabold Southern North Sea Limited 100 England & Wales Exploration and Evaluation
Reabold Investments UK Limited 100 England & Wales 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 Gaelic Resources is 14 Albert Street, Douglas, Isle
of Man, IM1 2QA.
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. From 9
May 2023 until 10 December 2023, Reabold classified its investment in LNEnergy
as a financial asset measured at fair value. On 11 December 2023, Reabold
gained over 20% of the voting power in LNEnergy and gained the right to
appoint a director to the board of LNEnergy. From 11 December 2023, Reabold
accounts for its investment in LNEnergy as an associate because in
management's judgement Reabold has significant influence over LNEnergy.
For further information on the judgements in respect of investments in
associates see Note 1 - Investment in Daybreak, Rathlin and Danube.
£000
2024 2023
Rathlin Danube LNEnergy Total Rathlin Danube LNEnergy Total
Investment in associate at 1 January 17,143 4,591 4,349 26,083 17,604 4,668 22,272
-
Additions 32 - 969 1,001 - - 4,377 4,377
Losses from associates (479) (83) (451) (1,013) (506) (77) (28) (611)
Changes in equity from associates - 20 (3) 17 45 - - 45
Investment in associate at 31 December 16,696 4,528 4,864 26,088 17,143 4,591 4,349 26,083
Additions in Rathlin relate to capitalised fees incurred in 2024 in connection
with the 20.4% additional investment in Rathlin which completed in January
2025.
Additions in LNEnergy comprise direct equity investments of £705,000,
£250,000 in the form of convertible loans, £10,000 of capitalised interest
and £4,000 of capitalised fees.
The following table provides summarised financial information for the Group's
and Company's associates for 2024 and 2023. The information is presented on a
100% basis. The loss for the year ending 31 December 2023 relating to LNENergy
represents the period from 11 December 2023, the date on which Reabold gained
significant influence over LNEnergy.
£000
Gross amount
2024 2023
Rathlin Danube LNEnergy Rathlin Danube LNEnergy
Revenue - - - - - -
Profit (loss) for the year (804) (162) (1,970) (851) (151) (136)
Non-current assets 21,842 8,549 636 21,233 8,523 916
Current assets 1,093 71 74 2,400 306 312
Total assets 22,934 8,620 710 23,633 8,829 1,228
Current liabilities 293 21 1,279 205 106 531
Non-current liabilities 1,523 489 - 1,505 487 -
Total liabilities 1,816 510 1,279 1,710 593 531
Net assets 21,118 8,110 (569) 21,923 8,236 697
Group's share in equity 12,565 4,122 (166) 13,044 4,185 182
Goodwill attributable to Reabold's share of associate 4,131 406 4,780 4,099 406 4,167
Loans to associates - - 250
Group's carrying amount of investment 16,696 4,528 4,864 17,143 4,591 4,349
Transactions between the group and its associates are summarised below.
£000
Sales to associates 2024 2023
Sales Amount receivable at 31 December Sales Amount receivable at 31 December
Consultancy services 42 11 48 14
£000
Purchases from associates 2024 2023
Purchases Amount payable at 31 December Purchases Amount payable at 31 December
Exploration and evaluation assets 241 23 302 -
Reabold enters into arm's length transactions with its associates including
consultancy services. These amounts 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 as part of the joint operation with Rathlin and Union
Jack Oil. These amounts are recognised within exploration and evaluation on
the balance sheet. Rathlin, the operator of the licence, is also an associate
of Reabold by virtue of Reabold's 59.5% interest in Rathlin.
For information on capital commitments in relation to associates see Note 23.
Reabold's share of impairment charges taken by associates in 2024 was £nil
(2023: £nil)
Details of the Company's associates as at 31 December 2024 are shown below:
Associates % Country of incorporation Principal activities
Rathlin Energy (UK) Limited 59.5 England & Wales Exploration and Evaluation
Danube Petroleum Limited 50.8 England & Wales Exploration and Evaluation
LNEnergy Ltd 29.2 England & Wales Exploration and Evaluation
On 30 January 2025, Reabold increased its investment in Rathlin to 79.8%.
Reabold is now able to pass special resolutions and appoint key management
personnel at Rathlin and will account for its investment in Rathlin as a
subsidiary from this date going forward. On 8 May 2025, Reabold increased its
investment in LNEnergy to 45.1%. See note 26 for further details.
15. Other investments
£000
2024 2023
current Non-current current Non-current
Contingent consideration 4,365 -
Investment in Connaught Oil and Gas Ltd - 15 - 15
Investment in Daybreak - 13 - 12
- 28 4,365 27
The contingent consideration in 2023 related to amounts arising on the 2022
disposal of Corallian for net proceeds of £12.7 million. The final tranche
payment of £4.4 million was received in January 2024 following the NSTA's
grant of development and production consent for the Victory gas field.
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
2024 2023
£000 £000
Contingent consideration - 796
Investment in Daybreak - (3,457)
- (2,661)
16. Trade and other receivables
( )
Group Company
2024 2023 2024 2023
£000 £000 £000 £000
Due within one year
Amounts owed by group undertakings - - 3 292
Trade receivables - - - -
Amounts recoverable from JV partners - 17 - -
Amounts receivable from associates 11 14 11 14
VAT recoverable 48 95 46 87
Other receivables 6 - 6 -
65 126 66 393
Due after one year
Other receivables 7 - 7 -
7 - 7 -
( )
None of the group's receivables are considered impaired and there are no
financial assets past due but not impaired at the year end. 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 £730,000 (2023: 391,000). These amounts
have not been secured, have no maturity and bear no interest.
17. Cash and cash equivalents and Restricted cash
Group Company
2024 2023 2024 2023
£000 £000 £000 £000
Cash and cash equivalents 6,248 5,413 6,248 5,413
Restricted cash 53 25 53 25
Cash and cash equivalents earn interest at floating rates based on daily bank
deposit rates.
The restricted cash is in respect of surety bonds in the amount of £53,000
(2023: £25,000) 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 2024 2023 2024 2023
£000 £000 £000 £000
Barclays Bank plc A-1 6,248 5,413 6,248 5,413
18. Trade and other payables
Group Company
2024 2023 2024 2023
£000 £000 £000 £000
Current:
Trade payables 96 298 96 294
Other payables 31 32 31 32
127 330 127 326
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.
19. Provision for decommissioning
Group Company
£000 £000
At 1 January 2024 382 382
Revisions during the year (17) (17)
Unwinding of discount 15 15
At 31 December 2024 380 380
Classified as:
Current - -
Non-current 380 380
The decommissioning provision at 31 December 2024 comprises the future costs
of decommissioning the group's 16.67% interest in wells at West Newton. The
costs are expected to be incurred in 2033. The liability has been discounted
at a rate of 4.5% (2023: 4%) and the unwinding of discount has been classified
as a finance cost. The estimation of costs, inflation and discount rates are
considered to be judgemental although changes in single variables are not
individually considered to have a significant impact. A 1.0 percentage point
increase in the nominal discount rate applied, could decrease the group's
provision balance by approximately £31,000 (2023: £35,000).
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 Company
£000 £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 65 - 65 66 - 66
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)
6,088 28 6,116 6,089 15 6,104
Group Company
£000 £000
At 31 December 2023 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 - 4,392 4,392 - 4,380 4,380
Trade and other receivables 16 126 - 126 393 - 393
Cash and cash equivalents 17 5,413 - 5,413 5,413 - 5,413
Restricted cash 17 25 - 25 25 - 25
Financial liabilities
Trade and other payables 18 (330) - (330) (326) - (326)
Accruals (271) - (271) (271) - (271)
4,963 4,392 9,355 5,234 4,380 9,614
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
2024 2023 2024 2023
£000 £000 £000 £000
Other investments 13 12 - -
Cash and cash equivalents (US Dollar) 3 5 3 5
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 2024 Effect on profit before tax 2023
£000 £000
Increase/decrease in foreign exchange rate
10% strengthening of £ against US$ (2) (2)
10% weakening of £ against US$ 2 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 2024 would have changed by approximately £62,000 (2023: £54,000).
(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 £6.2 million at 31 December 2024 (2023: £5.4 million), invested
with highly rated banks and readily accessible at immediate and short notice.
The Group and Company has no debt.
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 Within 1 year Between 1 and 2 years Total
Year ended 31 December 2024 £000 £000 £000
Lease liabilities 41 7 48
Trade and other payables 127 - 127
Accruals 104 - 104
Within 1 year Between 1 and 2 years Total
Year ended 31 December 2023 £000 £000 £000
Trade and other payables 330 - 330
Accruals 271 - 271
Company Within 1 year Between 1 and 2 years Total
Year ended 31 December 2024 £000 £000 £000
Lease liabilities 41 7 48
Trade and other payables 127 - 127
Accruals 104 - 104
Within 1 year Between 1 and 2 years Total
Year ended 31 December 2023 £000 £000 £000
Trade and other payables 326 - 326
Accruals 271 - 271
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 2024, capital employed of the group amounted to £38.9
million (comprised of £38.9 million of equity shareholders' funds and £nil
of borrowings), compared to £42.2 million at 31 December 2023 (comprised of
£42.2 million of equity shareholders' funds and £nil of borrowings).
At 31 December 2024, capital employed of the Company amounted to £38.9
million (comprised of £38.9 million of equity shareholders' funds and £nil
of borrowings), compared to £42.2 million at 31 December 2023 (comprised of
£42.2 million of equity shareholders' funds and £nil of borrowings).
Changes in liabilities arising from financing activities
1 January 2024 Additions Cash flows Interest expense 31 December 2024
£000 £000 £000 £000 £000
Lease liabilities - 79 (35) 3 47
Total liabilities arising from financing activities - 79 (35) 3 47
21. Called-up Share Capital
The allotted, called-up and fully paid share capital at 31 December was as
follows:
2024 2023
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 8,929,613 8,930
Issue of new shares - - 1,545,072 1,545
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 June 28, 2024, 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 2025, unless previously renewed, revoked or varied by the
Company in a general meeting.
At the June 28, 2024, 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
2025. 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 2024, the Company repurchased 78 million Ordinary Shares for a total
cost of £75,000, including transaction costs of £1,000. (2023: repurchased
202 million Ordinary Shares for a total consideration of £263,000 including
transaction costs of £2,000). 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
2024 2023
Shares thousand Nominal value £000 Shares thousand Nominal value £000
At 1 January 202,112 202 - -
Purchases held in treasury 78,160 78 202,112 202
At 31 December 280,272 280 202,112 202
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, 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 2024.
LTIP awards 2024 2023
Number Number
Outstanding as at 1 January 390,000,000 -
Granted during the year - 390,000,000
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 2024 is 8.3 years (2023: 9.3 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. Awards applicable to the 2023 bonus outcomes were granted
in June 2024. 96,016,810 share options were granted to members of the Group's
executive team and senior management under the DABP. 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
2023 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 2024 bonus outcomes,
will be granted as soon as reasonably practicable following the publication of
this report provided that no award shall be granted at any time when such
grant would be contrary to any dealing restriction.
DABP awards 2024 2023
Number Number
Outstanding as at 1 January - -
Granted during the year 96,016,810 -
Outstanding as at 31 December 96,016,810 -
Exercisable as at 31 December - -
There are no cash settlement alternatives. The fair value of the options at
grant date was £0.07p. 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 remaining contractual life of the DABP options outstanding as
at 31 December 2024 is 7.5 years.
The Company recognised total expenses relating to equity-settled share-based
payment transactions during the year of £153,000 (2023: £57,000). The
balance on the share-based payments reserve at 31 December 2024 is £2.1
million (2023: £2.0 million).
23. Capital Commitments
Authorised future capital expenditure by group companies for which contracts
had been signed at 31 December 2024 amounted to £nil (2023: £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
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
The gross cost for the JV to re-enter and re-complete is expected to be
c.£1.4 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.
24. 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.
25. 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 2024, Reabold incurred
£98,000 (2023: £190,000) 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.
26. Post-balance sheet events
On 30 January 2025, Reabold completed its acquisition of 20.4% of the shares
in Rathlin from Connaught for a total cash consideration of £700,000,
taking Reabold's total shareholding in Rathlin to approximately 79.8% and its
economic interest in West Newton to 69.9%.
On 26 March 2025 Reabold announced that LNEnergy Ltd 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 LN
Energy 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.
On 8 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 holds
approximately 45.1% of LNE's enlarged share capital.
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.
gCO(2)e/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 Company Secretary
20 Primrose Street Christopher Connolly
London
EC2A 2EW Registrar
Neville Registrars Limited
Nominated Neville House
Adviser
Steelpark Road
Cavendish
Halesowen
1 Bartholomew Close
B62 8HD
London
England
Legal adviser
EC1A 7BL
Hill Dickinson LLP
20 Primrose Street
Broker
London
Cavendish
EC2A 2EW
1 Bartholomew Close
London
Public Market Admission
England
AIM, London
EC1A 7BL
Symbol: RBD
Auditor
Website
Forvis Mazars LLP
www.reabold.com (http://www.reabold.com)
The Pinnacle
160 Midsummer Boulevard
Company Number
Milton Keynes
3542727
MK9 1FF
Bankers
Barclays
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. END FR SFLESSEISEDMRecent news on Reabold Resources
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AnnouncementREG - Reabold Resources - Update on Colle Santo, Italy
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