REG - Seascape Energy Asia - Audited Full Year Results to 31 December 2024
23/05/2025 07:00
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RNS Number : 8785J Seascape Energy Asia PLC 23 May 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN ACCORDANCE WITH
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
23 May 2025
Seascape Energy Asia plc
("Seascape Energy", the "Company" or "Seascape")
Audited Full Year Results to 31 December 2024
Seascape Energy, an E&P company focused on Southeast Asia, announces its
full year results for the 12 months ended 31 December 2024.
Highlights
Corporate
· Completed strategic pivot to focus on building a full-cycle E&P
business in Southeast Asia following a detailed board review
· Norwegian exit completed through sale of Company's 50.1% interest in
Longboat JAPEX Norge AS to partner JAPEX for £1.9 million ($2.5 million) in
cash plus the assumption of £6.5 million ($8.5 million) of debt attributable
to the Company
· Company renamed and rebranded as Seascape Energy Asia plc (formerly
Longboat Energy plc), along with a new stock exchange ticker symbol: SEA
· Awarded a 28% participating interest in a SFA PSC over the DEWA
Complex Cluster off the coast of Sarawak, Malaysia comprised of 12 shallow
water gas discoveries near to infrastructure
· Farm-out to INPEX CORPORATION of a 42.5% participating interest in
Block 2A in return for upfront cash consideration of $10 million, uncapped
carry on its retained 10% interest through the exploration phase (including
one firm and one contingent well) plus contingent $10 million in cash on
discovery
Financial
· Year end 2024 cash of £2.8 million (2023: £3.7 million) which
includes £1.8 million in net proceeds received from issue of 5.7 million
ordinary shares in December 2024
· Cash balances substantially enhanced post period end by the receipt
of Block 2A farm-out consideration and historic cost reimbursement of ~$11
million
· Group operating loss of £5.7 million (2023: £3.9 million) includes
significant non-recurring costs of £2.4 million (2023: £0.4 million) largely
associated with the strategic pivot to Southeast Asia
· Total loss for the year of £16.4 million (2023: £4.2 million)
impacted by significant write-off (£10.8 million) associated with Norwegian
joint venture sale
Outlook:
· Company anticipates continued progress on its existing portfolio with
a well commitment on Block 2A (Kertang) during the summer and further progress
on the DEWA development including resource sizes and a preferred gas
evacuation option prior to year end
· Seascape Energy is actively pursuing opportunities to materially
expanding its portfolio during 2025 with a particular focus on ground-floor
initiatives which have already proven the potential to deliver significant
shareholder value without dilution
· Following the farm-out of Block 2A, Seascape Energy is looking for
opportunities to deploy its operating capabilities and nimble mindset to new
assets
· Seascape Energy continues to believe Southeast Asia is one of the top
global destinations for E&P investment given the crucial role the upstream
industry plays in the region's national economies and in delivering the
forecast growth in energy demand, with the potential to displace coal fired
power generation with natural gas
Investor Meet Company
In conjunction with the release of its full year results for the year ended
2024, James Menzies (Executive Chairman) and Nick Ingrassia (CEO) will provide
a live presentation via Investor Meet Company on 27 May 2025, 10:00 BST.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
26 May 2025, 09:00 BST, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet
Seascape Energy Asia plc via:
https://www.investormeetcompany.com/seascape-energy-asia-plc/register-investor
(https://www.investormeetcompany.com/seascape-energy-asia-plc/register-investor)
Investors who already follow Seascape Energy on the Investor Meet Company
platform will automatically be invited.
Nick Ingrassia, Chief Executive Officer, commented:
"It is hard to overstate what a pivotal year 2024 was for Seascape Energy as
the business undertook a complete transformation; pivoting to Southeast Asia
and undertaking several transactions which have resulted in a fully funded
platform to pursue growth opportunities across the region.
The strategic pivot has also highlighted the Company's competitive advantages,
including the ability to leverage excellent long-term relationships and
networks established across Southeast Asia by a revamped senior leadership
team and board.
New business remains a priority for the Company in 2025 with Seascape actively
pursuing growth opportunities in Malaysia and elsewhere with a particular
focus on high-impact, ground-floor opportunities to materially expanding its
portfolio.
We look forward to an exciting year ahead as we continue to build-out the
Seascape platform."
Footnotes:
Seascape Energy Asia
plc IR@seascape-energy.com
James Menzies (Executive Chairman)
Nick Ingrassia (Chief Executive)
Pierre Eliet (Executive Director)
Stifel (Nomad and Joint
Broker)
Tel: +44 20 7710 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Cavendish Capital Markets Limited (Joint Broker)
Tel: +44 20 7397 8900
Neil McDonald
Pete Lynch
Posting of Report & Accounts and Notice of Annual General Meeting
The Company plans to post the full set Report and Accounts and notice of
Annual General Meeting on 29 May 2025.
Consolidated statement of comprehensive income
Restated
Notes 2024 2023
GROUP £ £
Other income 5 934,570 641,275
Administrative expenses (6,709,728) (4,657,036)
Operating loss 7 (5,775,158) (4,015,761)
Finance costs 8 (21,681) (51)
Investment income 9 111,758 155,397
Loss before taxation from continuing operations (5,685,081) (3,860,415)
Income tax expense 10 (419) -
Loss for the year from continuing operations (1) (5,685,500) (3,860,415)
Loss for the year from discontinued operations, net of tax 11 (10,761,709) (326,619)
Loss for the year (16,447,209) (4,187,034)
Other comprehensive income/(expense)
Currency translation differences from discontinued operations 26 349,929 (262,006)
Currency translation differences from continuing operations 26 (32,254) 11,567
Total items that may be reclassified to profit or loss 317,675 (250,439)
Total other comprehensive loss for the year 317,675 (250,439)
Total comprehensive loss for the year (16,129,534) (4,437,473)
Losses per share Pence Pence
Basic and diluted - continuing 12 (9.88) (6.81)
Basic and diluted - discontinued 12 (18.70) (0.58)
(1) Loss from continued operation for the financial year ended 2023 of
£5,443,178 was reclassed to loss from discontinued operation as a result of
the completion of sale of its 50.1% holding in its joint venture, Longboat
JAPEX to its partner JAPEX. Please refer to note 11 for further details.
As permitted by section 408 of the Companies Act 2006 the Company has elected
not to present a separate statement of profit or loss and other comprehensive
income.
Consolidated statement of financial position
Notes 2024 2023
£ £
Non-current assets
Investments in subsidiary and equity accounted joint venture 13 - 12,461,890
Exploration and evaluation assets 14 285,358 572,512
Property, plant and equipment 15 11,495 10,361
296,853 13,044,763
Current assets
Cash and cash equivalents 16 2,467,899 2,833,857
Restricted cash and bank 16 520,708 850,684
Trade and other receivables 17 112,927 1,343,351
3,101,534 5,027,892
Asset in disposal group held for sale 18 1,018,570 -
Total assets 4,416,957 18,072,655
Current liabilities
Trade and other payables 19 669,357 894,237
Provisions 20 702,000 -
1,371,357 894,237
Liabilities in disposal group held for sale 18 71,388 -
Net current assets 2,677,359 4,133,655
Non-current liabilities
Contingent consideration 21 308,825 239,688
Deferred tax 22 427 -
309,252 239,688
Total liabilities 1,751,997 1,133,925
Net assets 2,664,960 16,938,730
Equity
Called up share capital 23 6,281,895 5,710,812
Share premium account 24 36,809,420 35,605,370
Other reserves 450,000 450,000
Share option reserve 25 466,198 1,024,486
Currency translation reserve 26 (6,872) 310,803
Accumulated losses (41,335,681) (26,162,741)
Total equity 2,664,960 16,938,730
The financial statements were approved by the board of directors and
authorized for issue on 22 May 2025 and are signed on its behalf by:
Signed
Nicholas Ingrassia - Chief Executive Officer
Company statement of financial position
Notes 2024 2023
£ £
Non-current assets
Investments in subsidiary and equity accounted joint venture 13 510,469 13,884,659
Property, plant and equipment 15 5,640 10,361
516,109 13,895,020
Current assets
Cash and cash equivalents 16 2,191,612 2,739,381
Restricted cash and bank 16 - 803,417
Trade and other receivables 17 3,139,051 1,618,159
5,330,663 5,160,957
Asset in disposal group held for sale 18 100,000 -
Total assets 5,946,772 19,055,977
Current liabilities
Trade and other payables 19 524,434 683,291
Provisions 20 519,483 -
1,043,917 683,291
Net current assets 4,386,746 4,477,666
Non-current liabilities
Contingent consideration 21 308,825 239,688
Total liabilities 1,352,742 922,979
Net assets 4,594,030 18,132,998
Equity
Called up share capital 23 6,281,895 5,710,812
Share premium account 24 36,809,420 35,605,370
Other reserves 450,000 450,000
Share option reserve 25 466,198 1,024,486
Accumulated losses (39,413,483) (24,657,670)
Total equity 4,594,030 18,132,998
The financial statements were approved by the board of directors and
authorised for issue on 22 May 2025 and are signed on its behalf by:
Signed
Nicholas Ingrassia - Chief Executive Officer
Company Registration No. 12020297
Consolidated statement of change in equity
Share Share Currency
Share Premium option translation Other Accumulated losses
Capital Account reserve reserve reserves Total
Notes £ £ £ £ £ £ £
GROUP
Balance at 1 January 2023 5,666,665 35,570,411 660,449 561,242 450,000 (21,975,707) 20,933,060
Year ended 31 December 2023
Loss for the year 7 - - - - - (4,187,034) (4,187,034)
Other comprehensive income on joint venture 26
- - - 349,929 - - 349,929
Other comprehensive income on disposal of subsidiary
- - - 285,230 - - 285,230
Other comprehensive expense on subsidiaries
- - - (885,598) - - (885,598)
Credit to equity for equity settled
share-based payments - - 364,037 - - - 364,037
Issue of share capital 23 44,147 34,959 - - - - 79,106
Balance at 31 December 2023 5,710,812 35,605,370 1,024,486 310,803 450,000 (26,162,741) 16,938,730
Year ended 31 December 2024
Loss for the year 7 - - - - (16,447,209) (16,447,209)
Other comprehensive expense on disposal of joint venture 26 - - - (349,929) - - (349,929)
Other comprehensive expense on foreign subsidiaries
- - - 32,254 - - 32,254
Share-based payments - - 715,981 - - - 715,981
Transfers to reserves - - (1,274,269) - - 1,274,269 -
Issue of share capital 23 571,083 1,427,460 - - - - 1,998,543
Cost of shares issued - (223,410) - - - - (223,410)
Balance at 31 December 2024 6,281,895 36,809,420 466,198 (6,872) 450,000 (41,335,681) 2,664,960
Company statement of change in equity
Share Share Currency
Share Premium option translation Other Accumulated losses
Capital Account reserve reserve reserves Total
Notes £ £ £ £ £ £ £
COMPANY
Balance at 1 January 2023 5,666,665 35,570,411 660,449 - 450,000 (21,855,772) 20,491,753
Period ended 31 December 2023
Loss and total comprehensive expense
for the year - - - - - (2,801,898) (2,801,898)
Share-based payments - - 364,037 - - - 364,037
Issue of share capital 23 44,147 34,959 - - - - 79,106
Balance at 31 December 2023 5,710,812 35,605,370 1,024,486 - 450,000 (24,657,670) 18,132,998
Year ended 31 December 2024
Loss and total comprehensive expense
for the year - - - - - (16,030,082) (16,030,082)
Share-based payments - - 715,981 - - - 715,981
Transfers to reserves - - (1,274,269) - - 1,274,269 -
Issue of share capital 23 571,083 1,427,460 - - - - 1,998,543
Cost of shares issued - (223,410) - - - - (223,410)
Balance at 31 December 2024 6,281,895 36,809,420 466,198 - 450,000 (39,413,483) 4,594,030
Consolidated statement of cash flows
2024 2023
Notes £ £
Cash flow from operating activities
Cash absorbed by continuing operations 27 (3,323,980) (3,953,732)
Cash absorbed by operating activities from discontinued operations 28 (610,151) (2,663,342)
Net cash used in operating activities (3,934,131) (6,617,074)
Investing activities
Purchase of property, plant and equipment 15 (8,437) (12,007)
Purchase of exploration and evaluation assets (63,579) (148,906)
Interest received 9 112,301 155,397
Repayment of loan from Longboat JAPEX to Longboat plc - 3,710,329
Investing activities from discontinued operations (214,308) (5,655,406)
Proceeds from disposal of investment in joint venture 13 1,935,912 -
Cash removed from Group on disposal - (1,693,429)
Cash used in operating activities 1,761,889 (3,644,022)
Movement in restricted cash and bank balances 16 329,976 (850,684)
Net cash generated from/ (used in) investing activities 2,091,865 (4,494,706)
Financing activities
Interest paid - (51)
Financing activities from discontinued operations - 2,027,204
Proceeds from issuance of ordinary shares 23/24 1,775,133 -
Net cash generated from financing activities 1,775,133 2,027,153
Net decrease in cash and cash equivalents (67,133) (9,084,627)
Cash and cash equivalents at beginning of the year 16 2,833,857 12,059,562
Foreign exchange 16,538 (141,078)
Cash and cash equivalents at end of the year 2,783,262 2,833,857
Relating to:
Bank balances and short-term deposits 16 2,988,607 3,684,541
Cash classified as held for sale 315,363 -
3,303,970 3,684,541
Cash restricted in use 16 (520,708) (850,684)
2,783,262 2,833,857
Company statement of cash flows
2024 2023
Notes £ £
Cash flow from operating activities
Loss before taxation (16,030,082) (2,801,898)
Adjustment for:
Depreciation 15 6,227 10,480
Expected credit loss - 443,687
Interest income (205,656) -
Share based payment expense 527,411 199,017
Unwinding discount on contingent consideration 21 14,114 -
Fair value loss on contingent consideration 21 55,023 -
Loss on disposal of joint venture 13 12,074,783 -
Operating loss before working capital changes (3,558,180) (2,148,714)
Trade and other receivables 714,941 1,443,291
Trade and other payables (158,855) 225,035
Provisions 20 519,483 -
Cash used in operating activities (2,482,611) (480,388)
Movement in restricted cash and bank balances 16 803,417 (803,417)
Net cash used in operating activities (1,679,194) (1,283,805)
Cash flow from investing activities
Purchase of property, plant and equipment 15 (1,506) (6,575)
Interest received 101,426 -
Investment in subsidiaries (191,673) (179,106)
Proceeds from disposal of investment in joint venture 13 1,935,912 -
Net cash generated from/ (used in) investing activities 1,844,159 (185,681)
Cash flow from financing activities
Advance to subsidiaries (2,487,867) -
Proceeds from issuance of ordinary shares 23/24 1,775,133 79,106
Net cash (used in)/ generated from financing activities (712,734) 79,106
Net decrease in cash and cash equivalents (547,769) (1,390,380)
Cash and cash equivalents at beginning of the year 2,739,381 4,129,761
Cash and cash equivalents at end of the year 16 2,191,612 2,739,381
Relating to:
Bank balances and short-term deposits 2,191,612 3,542,798
Cash restricted in use 16 - (803,417)
2,191,612 2,739,381
Notes to the financial statements
1.Accounting policies
1.1 Company information
Seascape Energy Asia plc (formerly Longboat Energy plc) is a public quoted
company, limited by shares, incorporated in England and Wales. The registered
office is 5th Floor, One New Change, London, EC4M 9AF. The Company's principal
activities and nature of its operations are disclosed in the directors'
report.
1.2 Accounting convention
The financial statements have been prepared in accordance with UK adopted
international accounting standards and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
The financial statements are prepared in sterling, which is the functional
currency of the Group. Monetary amounts in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost
convention. The principal accounting policies adopted are set out below.
1.3 Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiaries made up to 31 December 2024.
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
Intragroup transactions, balances, unrealised gains and unrealised losses are
eliminated on consolidation. Where necessary, adjustments are made to the
financial statements of subsidiaries to ensure consistency of accounting
policies with those of the Group.
All changes in the parent's ownership interest in a subsidiary that do not
result in a loss of control are accounted for as equity transactions. Any
difference between the amount by which the non-controlling interest is
adjusted and the fair value of consideration paid or received is recognised
directly in equity and attributed to owners of the parent.
1.4 Audit exemptions for subsidiaries companies
For the year ended 31 December 2024, the subsidiaries of the Company including
Longboat Energy (2A) Limited, Topaz Number One Limited and Longboat Energy
(DEWA) Limited were entitled to exemption from audit under section 479 of the
Companies Act 2006 relating to subsidiary companies.
The members have not required the subsidiary companies to obtain an audit of
its accounts for the year in question in accordance with section 476.
The Directors acknowledge their responsibilities for complying with the
requirements of the Act with respect to accounting records and the preparation
of accounts.
These accounts have been prepared in accordance with the provisions applicable
to companies subject to the small companies' regime.
1.5 Foreign currencies
The functional currency for the UK entities is sterling with the US dollar
being the functional currency for the subsidiaries companies including
Seascape Energy (SE Asia) Sdn.Bhd (formerly Longboat Energy (SE Asia) Sdn
Bhd), and the Malaysian branches of Topaz Number One Limited, Longboat Energy
(2A) Limited and Longboat Energy (DEWA) Limited.
Transactions in foreign currencies during the year are recorded in the
functional currency at the rate of exchange ruling at the date of the
transaction. Monetary assets and liabilities are translated at the rate ruling
on the statement of financial position date and any gains and losses on
translation are reflected in the statement of comprehensive income.
The assets and liabilities of foreign operations are translated into sterling
at the rate of exchange ruling at the statement of financial position date.
Income and expenses are translated at the rate of exchange ruling at the date
of the transaction. The resulting exchange differences on assets and
liabilities of such foreign operations are taken directly to a separate
component of equity. On disposal of a foreign entity, the deferred cumulative
amount recognised in equity relating to that particular foreign operation is
recognised in the Income Statement
1.6 Joint arrangements
Judgement is required to determine when the Group has joint control over an
arrangement, which requires an assessment of the relevant activities and when
the decisions in relation to those activities require unanimous consent. The
Group has determined that the relevant activities for its joint arrangements
are those relating to the operating and capital decisions of the arrangement,
including the approval of the annual capital and operating expenditure work
programme and budget for the joint arrangement, and the approval of chosen
service providers for any major capital expenditure as required by the joint
operating agreements applicable to the entity's joint arrangements. The
considerations made in determining joint control are similar to those
necessary to determine control over subsidiaries, as set out in Note 3.
Judgement is also required to classify a joint arrangement. Classifying the
arrangement requires the Group to assess their rights and obligations arising
from the arrangement. Specifically, the Group considers:
· the structure of the joint arrangement; whether it is structured
through a separate vehicle;
· when the arrangement is structured through a separate vehicle,
the Group also considers the rights and obligations arising therefrom:
· the legal form of the separate vehicle; the terms of the
contractual arrangement, or other facts and circumstances, considered on a
case by case basis.
This assessment often requires significant judgement. A different conclusion
about both joint control and whether the arrangement is a joint operation or a
joint venture, may materially impact the accounting.
A joint operation is a type of joint arrangement whereby the parties that have
joint control of the arrangement have rights to the assets and obligations for
the liabilities, relating to the arrangements.
In relation to its interests in joint operations, the Group recognises its:
· assets, including its share of any assets held jointly;
· liabilities, including its share of any liabilities incurred
jointly;
· revenue from the sale of its share of the output arising from the
joint operation;
· share of the revenue from the sale of the output by the joint
operation; and
· expenses, including its share of any expenses incurred jointly.
1.7 Going concern
The Directors have completed the going concern assessment, taking into account
cash flow forecasts up to the end of 2026, sensitivities to those forecasts
and stress tests to assess whether the Company and its subsidiaries (together
the Group) is a going concern. Having undertaken careful enquiry, the
directors are of the view that the Group will not need to access additional
funds during the period to meet its current work programme and budget.
In the event that the business is presented with opportunities to materially
grow its portfolio then it is anticipated that the associated funds will be
sourced through asset disposals / farm downs, issuing new equity or a
combination of these actions. To the extent that growth opportunities will
support debt, this will be considered where appropriate for example to support
production acquisition.
1.8 Medium term sustainability
In the medium term, new acquisitions and developments resulting from
exploration success will require further equity capital and new debt
facilities. In any of these circumstances the Company will require additional
financing from the equity markets and the bank or credit markets. Availability
of such financing is subject not only to market conditions but also a
continued willingness of investors to finance oil and gas companies.
1.9 Oil and Gas Assets
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the Income
Statement when incurred. Costs incurred after rights to explore have been
obtained, such as geological and geophysical surveys, drilling and commercial
appraisal costs and other directly attributable costs of exploration and
appraisal including technical and administrative costs are capitalised as
intangible exploration and evaluation ("E&E") assets. The assessment of
what constitutes an individual E&E asset is based on technical criteria
but essentially either a single licence area or contiguous licence areas with
consistent geological features are designated as individual E&E assets.
E&E costs are not amortised prior to the conclusion of appraisal
activities. Once active exploration is completed the asset is assessed for
impairment. If commercial reserves are discovered then the carrying value of
the E&E asset is reclassified as a development and production ("D&P")
asset, following development sanction, but only after the carrying value is
assessed for impairment and where appropriate the carrying value adjusted. If
commercial reserves are not discovered the E&E asset is written off to the
Income Statement.
Oil and gas assets include rights in respect of unproved properties. Property,
plant and equipment, including expenditure on major inspections, and
intangible assets are initially recognised in the statement of financial
position at cost where it is probable that they will generate future economic
benefits. This includes capitalisation of decommissioning and restoration
costs associated with provisions for asset retirement.
Property, plant and equipment and intangible assets are subsequently carried
at cost less accumulated depreciation, depletion and amortisation (including
any impairment). Gains and losses on disposals are determined by comparing the
proceeds with the carrying amounts of assets sold and are recognised in
income, within interest and other income.
1.10 Licence and Property Acquisition Costs
Exploration licence costs are capitalised in intangible assets. Licence and
property acquisition costs are not amortised during the exploration and
evaluation phase and they are tested for impairment at least once a year and,
in any case, when there is an indication that they may have become impaired,
in accordance with the indicators of IFRS 6. This review includes confirming
that exploration drilling is still under way or firmly planned, or that work
is under way to determine that the discovery is economically viable. 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 through the income statement and other comprehensive income. Upon
recognition of proved reserves and internal approval for development, the
relevant expenditure is transferred to oil and gas properties.
1.11 Development Costs
Expenditure on the construction, installation or completion of infrastructure
facilities such as platforms, pipelines and the drilling of development wells
is capitalised within property, plant and equipment.
1.12 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
Fixtures and fittings 20% straight line
Computers 33%
straight line
The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset and
is recognised in the income statement.
1.13 Non-current investments in subsidiaries and joint ventures
A subsidiary is an entity controlled by the company. Control is the power to
govern the financial and operating policies of the entity so as to obtain
benefits from its activities. The subsidiaries of the Company are held at
cost.
A joint venture is a joint arrangement whereby the parties that have joint
control of the joint venture have rights to the net assets of the joint
venture. The Group accounts for a joint venture using the equity method, where
the investment in the joint venture is recognised at cost, and the carrying
amount is increased or decreased to recognise the Group's share of the profit
or loss of the investee after the date of acquisition. Transactions between
the Group and the joint venture that relate to shared services are recognised
in other income or expense as incurred and are disclosed in the related party
transactions.
1.14 Impairment of non-current assets
At each reporting end date, the company reviews the carrying amounts of its
non-current assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the company estimates the
recoverable amount of the cash-generating unit to which the asset belongs. Any
evidence on the performance of the assets received following the end of the
period, which could not have been established during the current period will
be recognised in a subsequent period rather than in the current period.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than the carrying amount, then the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of the
recoverable amount, capped such that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
Impairment of intangible assets is assessed when facts and circumstances
suggest that the carrying amount of an exploration and evaluation asset may
exceed its recoverable amount. The facts and circumstances used are in
accordance with those dictated by IFRS 6 and if any of those circumstances are
present then an impairment test is performed in accordance with IAS 36 and any
loss recognised. An exploratory well in progress at period end which is
determined to be unsuccessful subsequent to the statement of financial
position date based on substantive evidence obtained during the drilling
process in that subsequent period is treated as a non-adjusting subsequent
event.
1.15 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less and restricted cash.
1.16 Financial assets
Financial assets are recognised in the Company's statement of financial
position when the Company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in the statement of comprehensive income . Financial assets not
classified as fair value through profit and loss are initially measured at
fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial
assets is not met, a financial asset is classified as measured at fair value
through profit or loss. Financial assets measured at fair value through profit
or loss are recognised initially at fair value and any transaction costs are
recognised in profit or loss when incurred. A gain or loss on a financial
asset measured at fair value through profit or loss is recognised in profit or
loss and is included within finance income or finance costs in the Statement
of Profit or Loss for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
The Company has made an irrevocable election to recognise changes in fair
value of investments in equity instruments through other comprehensive income,
not through profit or loss. A gain or loss from fair value changes will be
shown in other comprehensive income and will not be reclassified subsequently
to profit or loss. Equity instruments measured at fair value through other
comprehensive income are recognised initially at fair value plus transaction
cost directly attributable to the asset. After initial recognition, each asset
is measured at fair value, with changes in fair value included in other
comprehensive income. Accumulated gains or losses recognised through other
comprehensive income are directly transferred to Accumulated Losses when an
equity instrument is derecognised or its fair value substantially decreased.
Dividends are recognised as finance income in profit or loss.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for impairment at each reporting end date.
For trade receivables, joint venture and intercompany receivables, the Company
applies a simplified approach in calculating ECLs. Therefore, the Company does
not track changes in credit risk, but instead recognises a loss allowance
based on lifetime ECLs at each reporting date. Due to the nature of the
balances the Company has determined that a provisions matrix is not
appropriate and applies a scenario-based approach to estimate lifetime ECL.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
1.17 Financial liabilities
The Company recognises financial debt when the Company becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either financial liabilities at fair value through profit or
loss or other financial liabilities.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit
or loss when the financial liability is held for trading. A financial
liability is classified as held for trading if:
· it has been incurred principally for the purpose of selling or
repurchasing it in the near term; or
· on initial recognition it is part of a portfolio of identified
financial instruments that the Company manages together and has a recent
actual pattern of short-term profit taking; or
· it is a derivative that is not a financial guarantee contract or
a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair
value with any gains or losses arising on remeasurement recognised in profit
or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's
obligations are discharged, cancelled, or they expire.
1.18 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the statement of comprehensive
income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting end
date.
Deferred tax
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 statement of financial position
liability method. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from goodwill or from
the initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end
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 is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the Statement of Profit or Loss, except
when it relates to items charged or credited directly to equity, in which case
the deferred tax is also dealt with in equity. Deferred tax assets and
liabilities are offset when the Company has a legally enforceable right to
offset current tax assets and liabilities and the deferred tax assets and
liabilities relate to taxes levied by the same tax authority.
1.19 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
1.20 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due.
1.21 Leases
The right-of-use asset is initially measured at the amount of the lease
liability adjusted for any lease payments made at or before the commencement
date plus any initial direct costs and an estimate of the cost of obligations
to dismantle, remove, refurbish or restore the underlying asset and the site
on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
other property, plant and equipment. The right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are unpaid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company's incremental borrowing rate. Lease payments included
in the measurement of the lease liability comprise fixed payments, variable
lease payments that depend on an index or a rate, amounts expected to be
payable under a residual value guarantee, and the cost of any options that the
Company is reasonably certain to exercise, such as the exercise price under a
purchase option, lease payments in an optional renewal period, or penalties
for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in: future lease payments
arising from a change in an index or rate; the Company's estimate of the
amount expected to be payable under a residual value guarantee; or the
Company's assessment of whether it will exercise a purchase, extension or
termination option. When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying amount of the right-of-use
asset or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
1.22 Reserves
Share capital - Share capital represents the nominal value of shares issued
less the nominal value of shares repurchased and cancelled.
Share premium - This reserve represents the difference between the issue price
and the nominal value of shares at the date of issue, net of related issue
costs and share premium cancelled.
Share based payment reserve - This reserve represents the potential liability
for outstanding equity settled share options.
Accumulated Losses - Net revenue profits and losses of the Group which are
revenue in nature are dealt with in this reserve.
Currency translation reserve - This reserve represents foreign exchange
differences on the revaluation of the foreign subsidiary.
Other reserves - Other reserves relate to the nominal value of share capital
repurchased and cancelled.
1.23 Share based payments
Employees (including senior executives) of the Group receive remuneration in
the form of share-based payment transactions which are equity settled. The
cost of equity-settled transactions with employees is measured by reference to
the fair value at the date on which they are granted. The fair value is
determined by the Group's internal expert using an appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a
corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the "vesting date").
The cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group's best estimate of the number of equity
instruments that will ultimately vest. The statement of comprehensive income
charge or credit for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period.
The key areas of estimation regarding share-based payments are share price
volatility and estimated lapse rates.
No adjustments are made in respect of market conditions not being met, neither
the number of instruments nor the grant-date fair value is adjusted if the
outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense
recognised is the expense as if the terms had not been modified. An additional
expense is recognised for any modification, which increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to
the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested
on the date of cancellation, and any expense not yet recognised for the award
is recognised immediately. However, if a new award is substituted for the
cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new awards are treated as if they were a
modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share
dilution in the computation of earnings per share.
1.24 Discontinued operations
In accordance with IFRS 5 "Non-current assets held for sale and discontinued
operations" the net results relating to the disposal group are presented
within discontinued operations in the Income Statement. Please refer to note
11 for further details.
1.25 Profit on disposal
In accordance with IFRS 10, in an event where the Company holding in an
investment is diluted the holding will be assessed to establish if loss of
control has occurred.
In the event that loss of control is confirmed, the assets and liabilities of
the subsidiary will be derecognised. The fair value of the consideration
received in exchange for the loss of control will be recognised, in addition
to the fair value of the investment retained. Any other comprehensive income
in relation to the former subsidiary will be reclassified to the statement of
comprehensive income. Any difference in the entries above will be recognised
as a gain or loss in the current year statement of comprehensive income.
1.26 Acquisitions
Acquisitions are assessed to determine whether they meet the criteria of a
business combination or an asset purchase.
The Company determines that it has acquired a business when the acquired set
of activities and assets include an integrated set of activities and assets
that is capable of being conducted and managed for the purpose of providing
goods or services to customers, generating investment income (such as
dividends or interest) or generating other income from ordinary activities.
When the Company acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. Business combinations are accounted for
using the acquisition method under IFRS 3. The cost of an acquisition is
measured at fair value, which shall be calculated as the sum of the fair
values of the assets transferred by the acquirer at acquisition date, the
liabilities incurred by the acquirer to former owners of the acquiree and the
equity interests issued by the acquirer. For each business combination, the
Company elects whether to measure the non-controlling interests in the
acquiree at fair value or at the proportionate share of the acquiree's
identifiable net assets. Acquisition-related costs are expensed as incurred
and included in administrative expenses.
Certain acquisitions can be treated as an asset acquisition under IFRS 3, even
when the definition of a business is met. This is referred to as the
'concentration test' and allows for an acquisition to be treated as an asset
acquisition.
In circumstances where this test is passed, and the Company consider this
accounting approach to be most appropriate, the Company will treat the
acquisition as an asset acquisition rather than a business combination. In
this case, all assets and liabilities purchased are allocated a fair value and
the core asset purchased is designated the remaining allocation of the fair
value of the consideration. No good will or bargain purchase is recognised.
2.Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and
Interpretations have been adopted by the Group and Company. None of these new
and revised Standards and Interpretations have any effect on the current
period or a prior period.
Standard Description UKEB Effective Date
IAS 7 (amendments) Statement of Cash Flows 1 January 2024
IFRS 7 (amendments) Financial Instruments (Disclosures) 1 January 2024
IAS 1 (amendments) Presentation of Financial Statements 1 January 2024
IFRS 16 (amendments) Leases 1 January 2024
New and amended standards
The following amended standards and interpretation are effective for financial
years commencing on or after 1 January 2025. The Group does not intend to
adopt the standards below, before their mandatory application date.
Standard Description Adoption Date UKEB Effective Date Secretary of State Adoption Date
IAS 21 (amendments) The Effects of Changes in Foreign Exchange Rates 15 July 2024 1 January 2025 Endorsed
IFRS 9 (amendments) Financial Instruments 15 April 2025 1 January 2026 Endorsed
IFRS 7 (amendments) Financial Instruments (Disclosures) 15 April 2025 1 January 2026 Endorsed
The Directors do not expect that the adoption of the Standards listed above
will have a material impact on the financial statements of the Group and the
Company.
The Group and the Company plan to adopt the above standards when from the
effective dates noted in the table above.
3.Critical accounting estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.
Exploration and evaluation assets
Prior to the derecognition of the assets of Longboat Norge in the financial
year 31 December 2023, judgement was required to determine whether impairment
indicators exist in respect of the Group's exploration assets, formerly
recognised in the statement of financial position. The Group had to take into
consideration whether the assets have suffered any impairment, taking into
consideration licence status, planned expenditures, the results of the
drilling to date, and the likelihood of reserves being found. The Group
evaluated information from third parties in making these assessments, where
available and the judgments can be subject to change, if future information
becomes available.
Share based payments
The fair value of share based compensation expense arising from the Long-Term
Incentive Plan, the Co-investment Plan and the NED Long Term Incentive Plan
were estimated using the Black Scholes model and, where appropriate, the
average Monte Carlo fair values and is recognised in the statement of
comprehensive income from the date of grant over the vesting period with a
corresponding increase directly in equity. The Monte Carlo model projects and
averages the results for a range of potential outcomes for the vesting
conditions, the principal assumptions for which the Group using in the
estimation of the fair value are the historical 3 years share price volatility
and dividend yields. The Black Scholes model is similar to the Monte Carlo
model, but is more appropriate for estimating results with a single unknown
variable. The Company currently values its share-based payment awards using
the Black Scholes model.
Impairment of investments in subsidiaries and joint ventures
Investments in subsidiaries and joint ventures have been assessed for
recoverability based on the current value of the investments. Determination is
based upon the assessment of exploration risk, net asset position and cash
within the underlying entity.
Expected credit loss
Analysis, which considers both historical and forward looking qualitative and
quantitative information is performed by Management to determine whether the
credit risk has significantly increased since the time the receivable was
initially recognised. Management considers the expected credit losses (ECL)
for the current receivables balances at Group level to be minimal, in view
that these companies have no history of default and payment is made in a short
period. In the financial year ended 31 December 2024, ECL for intercompany
receivables at the Company level have been assessed as £nil (2023: 50% write
down of the underlying balance with certain subsidiaries), LBE2A, to reflect
the uncertainty around cash flows.
Fair value of equity accounting for joint venture
On initial loss of control of Longboat Energy Norge AS, an estimate was made
over the possible future cash flows from the contingent receivables noted in
the investment agreement. As some of the consideration was based on the
completion of an acquisition and a successful exploration drilling project, a
weighted risk model was used to calculate the fair values of the future
receivables. These estimates were then discounted using an estimated discount
rate to establish the current value of the contingent receivable for
recognition.
Acquisition of Topaz Number One Limited and fair value of contingent
consideration payable
The acquisition of Topaz Number One Limited occurred in the financial year
2023 and required judgment to determine whether the transaction represented an
asset acquisition or a business combination. In forming the conclusion that
the acquisition represented an asset purchase, management considered factors
including the nature and stage of exploration of the underlying licences and
the extent of inputs and processes necessary to generate outputs existed and
concluded that the transaction represented an asset purchase. Estimate and
judgment was applied in fair valuing the contingent portion of the
consideration. Management applied judgement in determining the likelihood of
all possible scenarios and this was modelled into a weighted fair value
calculation, which was discounted, using an estimated discount rate, to
establish the current value of the contingent payable to recognise. As
disclosed in note 21, the contingent consideration was made up of 3 tranches.
Tranche 1 was settled in 2023 and tranche 2 became payable and was settled in
2025 upon the completion of the farmout to INPEX. Only tranche 3 remains as
contingent and therefore subject to ongoing estimation and judgement.
4.Operating Segment
During the year, the Group had three reportable operating segments: Malaysia,
Norway and Head Office. Non-current assets and operating liabilities are
located in Malaysia (2023: Malaysia and Norway), whilst the majority of
current assets are carried at Head Office. The Group has not yet commenced
production and therefore has no revenue. Each reportable segment adopts the
same accounting policies. The operating segment's operating results are
reviewed regularly by the Chief Operating Decision Maker ("CODM"), who are the
Group's CEO, to make decisions about resources to be allocated to the segment
and assess its performance, for which discrete financial information is
available.
In compliance with IFRS 8 'Operating Segments' the following table reconciles
the operational loss and the assets and liabilities of each reportable segment
with the consolidated figures presented in these Financial Statements,
together with comparative figures for the year ended 31 December 2024:
Malaysia Head Office Norway Total
2024 2024 2024 2024
£ £ £ £
Loss from operations (663,087) (5,112,071) - (5,775,158)
Finance cost (1,711) (19,970) - (21,681)
Investment income 10,332 101,426 - 111,758
Loss before tax from continued operations (654,466) (5,030,615) - (5,685,081)
Income tax expense (419) - - (419)
Loss after tax from continued operations (654,885) (5,030,615) - (5,685,500)
Loss from discontinued operations (7,766) (33,063) (10,720,880) (10,761,709)
Loss for Year (662,651) (5,063,678) (10,720,880) (16,447,209)
Non-cash items
Share-based payment expenses 102,763 424,647 544,830 1,072,240
Loss from investment - - 3,670,859 3,670,859
Impairment loss on investment - - 6,505,191 6,505,191
Malaysia Head Office Norway Total
2024 2024 2024 2024
£ £ £ £
Total assets by reportable segment 1,097,267 2,301,120 - 3,398,387
Assets in disposal group held for sale 942,659 75,911 - 1,018,570
Total assets 2,039,926 2,377,031 - 4,416,957
Total liabilities by reportable segment (337,870) (1,342,739) - (1,680,609)
Liabilities in disposal group held for sale (67,426) (3,962) - (71,388)
Total liabilities (405,296) (1,346,701) - (1,751,997)
Malaysia Head Office Norway Total
2023 2023 2023 2023
£ £ £ £
Loss from operations (134,164) (3,881,597) - (4,015,761)
Finance cost - (51) - (51)
Investment income - 155,397 - 155,397
Loss before tax from continued operations (134,164) (3,726,251) - (3,860,415)
Income tax expense - - - -
Loss after tax from continued operations (134,164) (3,726,251) - (3,860,415)
Loss from discontinued operations - - (326,619) (326,619)
Loss for Year (134,164) (3,726,251) (326,619) (4,187,034)
Non-cash items
Share-based payment expenses - 199,017 74,309 273,326
Loss from investment - - 2,803,202 2,803,202
Impairment loss on investment - - 2,639,976 2,639,976
Write-offs - - 10,427,155 10,427,155
Taxation credit - - (9,411,827) (9,411,827)
Gain on deconsolidation - - (10,464,548) (10,464,548)
Malaysia Head Office Norway Total
2023 2023 2023 2023
£ £ £ £
Total assets by reportable segment 858,150 4,752,615 12,461,890 18,072,655
Assets in disposal group held for sale - - - -
Total assets 858,150 4,752,615 12,461,890 18,072,655
Total liabilities by reportable segment (385,821) (748,104) - (1,133,925)
Liabilities in disposal group held for sale - - - -
Total liabilities (385,821) (748,104) - (1,133,925)
5.Other income
Group
2024 2023
£ £
Other income 934,570 641,275
Other income is mainly comprised of a fixed fee related to manpower and
management service recharges from Head Office to Longboat JAPEX pursuant to
the shareholder arrangements which ceased on sale of its 50.1% holding in the
joint venture.
6.Employees
The average monthly number of persons (including directors) employed by the
Group and Company during the year was as follows, noting that these figures
include employees of Longboat JAPEX up until the date of completion of its
disposal on 12 July 2024:
Group
2024 2023
Number Number
Executive Directors 4 3
Non-executive Directors 2 4
Staff 10 14
Total 16 21
Company
2024 2023
Number Number
Executive Directors 3 3
Non-executive Directors 2 4
Staff 2 1
Total 7 8
Their aggregate remuneration comprised:
Group
Restated
2024 2023
£ £
Wages, salaries and bonuses (including directors' remuneration) (1) 2,827,915 1,511,405
Social security costs and insurance 182,191 161,374
Pension costs 102,675 58,250
Share based payment charge 527,411 199,017
Remuneration - continuing operations 3,640,192 1,930,046
Remuneration - discontinued operations 591,495 1,056,238
Group
Restated
2024 2023
£ £
Executive director's remuneration 1,339,614 798,832
Non-executive director remuneration 186,294 334,102
Wages and salaries 1,276,714 378,470
Pensions and payroll taxes 310,159 219,625
Share-based payments 527,411 199,017
Remuneration - continuing operations 3,640,192 1,930,046
(1 ) The total wages, salaries and bonuses (including directors'
remuneration) of £ 1,511,405 has been restated to include pension as salary.
In the financial year ended 31 December 2024, remuneration for discontinued
operations relates to the Company's 50.1% share in Longboat JAPEX up to the
date of disposal of 12 July 2024, see note 11 for more details.
The remuneration of the highest paid director is shown below.
Taxable
Salary £ Benefits £ Bonus £ Pension £ Total £
Nicholas Ingrassia 291,269 3,910 224,921 33,499 553,599
7.Operating loss from continuing operations
GROUP
Operating loss for the year is stated after charging / (crediting):
Group
2024 2023
£ £
Fees payable for the audit of the Parent Company and consolidated financial
statements:
- Current auditor 57,500 95,200
- Former auditor 20,510 -
78,010 95,200
Fees payable for the audit of the subsidiary financial statements:
- Current auditor - -
- Former auditor 13,311 22,000
13,311 22,000
Fees payable for non-audit services:
- Current auditor - -
- Former auditor 188,200 42,000
188,200 42,000
Depreciation of property, plant and equipment 7,407 10,479
Legal, professional and business development expenditures 1,679,985 350,975
8.Finance costs
Group
2024 2023
£ £
Bank charges 7,567 -
Interest on HMRC payments - 51
Unwinding of discount on contingent consideration (Note 21) 14,114 -
21,681 51
9.Investment income
Group
2024 2023
£ £
Interest income
Bank deposits 111,758 155,397
Investment income comprises bank deposit interest earned from unrestricted and
restricted current cash accounts, alongside fixed term deposit interest. The
interest rate earned from bank deposits during the reporting period ranged
from 2.75% to 5.15%.
10.Income tax expense
Group
2024 2023
£ £
Deferred tax
UK deferred taxation 419 -
Total tax expense 419 -
The charge for the year can be reconciled to the loss per the income statement
as follows:
2024 2023
£ £
Loss before taxation (5,685,081) (3,860,415)
Expect tax credit based on a corporation tax rate of 25% (2023: 23.52%) (1,421,270) (907,970)
Effect on tax rate on different jurisdiction 5,970 -
Effect of expenses not deductible in determining taxable profit 359,804 173,143
Remeasurement of deferred tax for changes in tax rate - (45,351)
Movement in deferred tax not recognised 1,055,915 780,198
Taxation expense for the year 419 -
(1) Blended rate (25% from 1 April 2023 from 20%)
At the reporting date the Group had an unrecognised deferred tax asset of
£3,093,387 (2023: £2,027,151), an increase of £1,066,236, of which
£1,056,028 relates to continuing operations and £10,208 relates to
discontinuing operations with respect to the effect of the increase in tax
losses and capital allowances). Deferred tax assets, including those arising
from temporary differences, are only recognised when it is considered likely
that they will be commercially recovered, which is dependent on the generation
of future assessable income of a nature and of an amount sufficient to enable
the benefits to be utilised.
11.Loss for the year from discontinued operations
Longboat JAPEX Norge AS
On 12 July 2024, the Company completed the sale of its 50.1% holding in its
joint venture, Longboat JAPEX to its partner JAPEX, for a sum of $2.5 million.
The loss from investment for the year has been disclosed as a loss from
discontinued operations.
Restated
31 Dec 2024 31 Dec 2023
£ £
Expenses excluding exploration write-offs (1) (40,829) (4,332,660)
Exploration write off - (10,427,155)
Loss before tax (40,829) (14,759,815)
Current tax on discontinued operations - 2,579,938
Deferred tax on discontinued operations - 6,831,888
Loss after tax on discontinued operations (40,829) (5,347,989)
Gain on disposal (2) - 10,464,548
Share of loss from equity accounted joint venture (4) (3,009,250) (2,803,202)
Impairment loss on equity accounted joint venture (3 4) (6,505,191) (2,639,976)
Share based payments and currency translation difference from joint venture (1,206,439) -
Total loss after tax from discontinued operations (10,761,709) (326,619)
Loss per share from discontinued operations (note 12): operations
Basic (18.30) (0.58)
Diluted (18.30) (0.58)
(1) Expenses from discontinued operations for the financial year ended 2024
include £285,230 of historic currency translation adjustments, previously
held in the currency translation reserves, that were taken to the statement of
comprehensive income as unrealized foreign exchange loss on the disposal of
Longboat JAPEX
(2) At the date of disposal the fair value of the joint venture was calculated
based on the fair value of the consideration received. There are three
tranches to the investment consideration.
2023
£
Fair value of Joint Venture of Longboat JAPEX** 17,555,140
Net assets at date of loss of control (7,090,592)
Gain on loss of control 10,464,548
At the date of completion, the assets and liabilities of Longboat JAPEX were
deconsolidated reflecting the loss of control of the subsidiary. Details of
the balances at the date of completion are shown below:
Assets and liabilities deconsolidated 14 July 2023
Intangible assets 23,166,865
Property, plant and equipment 42,013
Tax recoverable 39,429,854
Cash 1,693,429
Other current assets 1,349,818
Total assets 65,681,978
Exploration finance facility 35,710,740
Other current liabilities 2,621,719
Deferred tax 16,548,598
Other long-term liabilities 3,710,329
Total liabilities 58,591,386
Net Assets 7,090,592
(3) At the date of disposal of the Company's remaining 50.1% share in Longboat
JAPEX, the carrying value of the investment was written down to the
recoverable amount of $2.5 million (£1.9 million), resulting in an impairment
charge of £6.5 million.
(4) Loss from continued operation for the financial year ended 2023 of
£5,443,178 was reclassed to loss from discontinued operation as a result of
the completion of sale of its 50.1% holding in its joint venture, Longboat
JAPEX to its partner JAPEX.
12. Losses per share
Group
Restated
2024 2023
£ £
Number of shares
Weighted average number of ordinary shares for basic earnings per share 57,545,029 56,670,294
Losses
Losses for basic and diluted losses per share being net loss attributable to
equity shareholders of the Company for:
Continuing operations (5,685,500) (3,860,415)
Discontinued operations (10,761 709) (326,619)
Losses per share (expressed in pence)
Basic and diluted from continuing operations (9.88) (6.81)
Basic and diluted from discontinued operations (18.70) (0.58)
Basic and diluted losses per share are calculated by dividing the losses
attributable to ordinary shareholders by the weighted average number of shares
outstanding during the period. Share options and awards are not included in
the dilutive calculation for loss making periods because they are
anti-dilutive.
13.Investments in subsidiaries and equity accounted joint venture
Group
2024 2023
£ £
Investments in joint venture - 12,461,890
On 14 July 2023 the Company's formerly wholly owned Norwegian subsidiary
issued new shares, representing 49.9% of its total enlarged issued share
capital, to JAPEX. This share issue resulted in the Company losing its
controlling interest in its subsidiary and created a new joint venture
investment with JAPEX, where the Company and JAPEX held equal voting rights
over the renamed Longboat JAPEX Norge AS.
This legal entity was held in the Group accounts as an investment in joint
venture and is accounted for using the Equity method of accounting.
Company Name Address Incorporated Class of shares Holding Voting rights
Longboat JAPEX Norge AS Strandkaien 36, 4005 Stavanger, Norway. 5 Dec 2019. Ordinary 50.1% 50%
On 17 June 2024 the Company announced the agreement to sell its 50.1% holding
in Longboat JAPEX to JAPEX for a sum of $2.5 million. The sale was completed
on 12 July 2024.
Group
2024 2023
£ £
Cost or valuation
At 1 January 12,461,890 -
Proceeds from disposal of investment in joint venture (1,935,912) -
Fair value of joint venture of Longboat JAPEX - 17,555,139
Share of loss from equity accounted joint venture (3,009,250) (2,803,202)
Impairment loss on equity accounted joint venture (6,505,191) (2,639,976)
Foreign exchange (1,011,537) 349,929
At 31 December - 12,461,890
Longboat JAPEX Income statement
Group
1 January 2024 to 15 July to
12 July 2024 31 Dec 2023
£ £
Revenue 10,536,338 -
Exploration write off (331,193) (17,247,984)
Exploration Financing Facility fees (230,162) (1,515,610)
Impairment loss (4,033,057) -
Other operating costs (10,335,625) (770,087)
Tax (1,612,788) 13,938,468
(6,006,487) (5,595,213)
Company share: 50.1% (3,009,250) (2,803,202)
In the period from 1 January 2024 to 12 July 2024, majority of the loss
relates to the impairment of Statfjord satellites licenses (£4 million) and
tax expense (£1.6 million).
In the period from 15 July 2023 to 31 December 2023, the majority of the loss
relates to the write off of the Velocette licence costs (£17.2 million), EFF
fees (£1.5 million) and general overheads (£0.8 million) offset partially by
a tax credit (£13.9 million).
Company
2024 2023
£ £
Investment in subsidiaries 510,469 418,794
Investment in joint venture - 13,465,865
510,469 13,884,659
The Company's investments at the statement of financial position date in the
share capital of companies include the following:
Company Name Address Incorporated Class of shares Holding %
Longboat Energy (2A) Limited 5(th) Floor, One New Change, London 16 Jan 2023 Ordinary 100
Topaz Number One Limited 5(th) Floor, One New Change, London 6 Jul 2022 Ordinary 100
Seascape Energy (SE Asia) Sdn.Bhd Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 5040 19 Oct 2023 Ordinary 100
Longboat Energy (DEWA) Limited 5(th) Floor, One New Change, London 7 April 2024 Ordinary 100
During the year, the Company assessed the carrying value of the investment in
subsidiaries for indicators of impairment. No impairments were recognised in
the period.
On 2 December 2024, the Company announced the farm out of the Block 2A PSC
through the sale of Longboat Energy (2A) Limited (LBE2A) to INPEX. As at the
year end, the investment in LBE2A has been reclassified to 'asset held for
sale'.
Movements in non-current investments
Company Subsidiaries
£
Cost
At 31 December 2023 and 1 January 2024 610,469
Reclass to Assets held for sale (Note 18) (100,000)
At 31 December 2024 510,469
Valuation Joint Ventures
£
At 1 January 2023 -
Initial recognition of equity accounted joint venture - cost 13,465,865
At 31 December 2023 13,465,865
Proceeds from disposal of investment in joint venture (1,935,912)
Loss on disposal(1) (11,529,953)
At 31 December 2024 -
(1) During the year ended 31 December 2024, the Group incurred share-based
payment expenses with respect to Longboat Japex Norge AS of £544,830, which
was recognised within income statement loss on disposal. The total loss on
disposal recognised, including this amount, was therefore £12,074,783 for the
year (2023: £nil).
14.Exploration and evaluation assets
Group
2024 2023
£ £
Cost
At 1 January 572,512 34,661,436
Additions 277,997 2,013,790
Exploration asset acquisition - 377,366
Foreign currency adjustments 17,323 (2,955,897)
Exploration write-off - (10,427,155)
Disposal - (23,097,028)
Reclass to Asset held for sale (Note 18) (582,474) -
At 31 December 285,358 572,512
Carrying amount
At 31 December 285,358 572,512
On 21 October 2024 the Group was awarded a Production Sharing Contract for the
DEWA Cluster under the Malaysian Bid Round.
On 30 November 2024, the Group entered into an agreement with INPEX to farm
out its interest in the 2A PSC through the sale of LBE2A. As at the year end,
the exploration and evaluation assets held in the 2A PSC has been reclassified
to Asset held for sale.
At 31 December 2024, there were no indicators of impairment under IFRS 6 and,
therefore, no full impairment assessment was undertaken
15.Property, plant and equipment
Fixtures and fittings Computers Total
GROUP £ £ £
Cost
At 1 January 2023 45,931 54,421 100,352
Additions - 6,576 6,576
Disposal (40,294) (20,693) (60,987)
Foreign currency adjustments (4,230) (2,172) (6,402)
At 31 December 2023 1,407 38,132 39,539
Additions - 8,437 8,437
Foreign currency adjustments - 126 126
At 31 December 2024 1,407 46,695 48,102
Accumulated depreciations
At 1 January 2023 7,596 26,649 34,245
Charge for the year 2,561 7,918 10,479
Disposal (10,783) (11,161) (21,944)
Foreign currency adjustments 1,564 4,834 6,398
At 31 December 2023 938 28,240 29,178
Charge for the year 469 6,938 7,407
Foreign currency adjustments - 22 22
At 31 December 2024 1,407 35,200 36,607
Carrying amounts
At 31 December 2024 - 11,495 11,495
At 31 December 2023 469 9,892 10,361
Fixtures and fittings Computers Total
COMPANY £ £ £
Cost
At 1 January 2023 1,407 31,557 32,964
Additions - 6,575 6,575
At 31 December 2023 1,407 38,132 39,539
Additions - 1,506 1,506
At 31 December 2024 1,407 39,638 41,045
Accumulated depreciations and
Impairment
At 1 January 2023 469 18,229 18,698
Charge for the year 469 10,011 10,480
At 31 December 2023 938 28,240 29,178
Charge for the year 469 5,758 6,227
At 31 December 2024 1,407 33,998 35,405
Carrying amounts
At 31 December 2024 - 5,640 5,640
At 31 December 2023 469 9,892 10,361
16.Cash and cash equivalents
Group Company
2024 2023 2024 2023
£ £ £ £
Cash and bank balances 2,988,607 3,684,541 2,191,612 3,542,798
Less: cash restricted in use (520,708) (850,684) - (803,417)
Unrestricted cash and bank balances 2,467,899 2,833,857 2,191,612 2,739,381
Add: cash included as held for sale 315,363 - - -
Cash and cash equivalents 2,783,262 2,833,857 2,191,612 2,739,381
Cash restricted in use for the financial year ended 2024 represents deposits
placed with financial institutions as guarantees against the value of minimum
work commitment to be carried out by Longboat Energy (DEWA) Limited (2023:
consist of minimum work commitment for Longboat Japex Norge AS amounted to
£803,417 and Longboat Energy (2A) Limited amounted to £47,267).
17.Trade and other receivables
Group
2024 2023
£ £
Current
Trade receivables 1,220 79,409
Receivables from joint venture - 848,602
VAT recoverable 71,383 189,833
Other receivables 14,678 128,818
Deposits 1,522 -
Prepayments 24,124 96,689
112,927 1,343,351
Company
2024 2023
Current
Amounts owed by subsidiaries - 887,373
Less expected credit loss - (443,687)
- 443,686
Loan to subsidiaries 3,035,783 -
Receivables from joint venture - 848,602
VAT recoverable 71,282 186,442
Other receivables 14,663 42,740
Prepayments 17,323 96,689
3,139,051 1,618,159
The directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
Amounts owed by subsidiaries are unsecured, interest free, have no fixed date
of repayment and are repayable on demand. Increase in the amounts owed by
subsidiaries are mainly contributed by the expansion of subsidiaries'
operational activities under the 2A PSC and the establishment of new
subsidiary. The increase reflects higher intercompany transactions, including
funding support for PSC exploration activities, and other operational
requirements.
The loans to subsidiaries as at 31 December 2024 are non-trade in nature,
unsecured, bear interest of 7.50% per annum and are repayable on demand.
Receivables from joint venture includes expenses and management service
charges to Longboat JAPEX, all amounts were fully repaid during the financial
year 2024.
Analysis, which considers both historical and forward looking qualitative and
quantitative information was performed by Management to determine whether the
credit risk has significantly increased since the time the receivable was
initially recognised. The Group's current receivables balance of £0.1million
(2023: £1.3 million) have been assessed and no ECL provision has been
determined to apply. The Company had a receivables balance of £1.6 million as
at the year ended 2023, which includes £0.4 million ECL provision against
receivables from the amount owed by a subsidiary, LBE2A, based on probability
of repayment having considered the risks associated with the underlying assets
of the Company.
The ECL on the amount owed by a subsidiary has been subsequently reversed
during the financial 2024. On 30 November 2024, the Group entered into an
agreement to farm out a 42.5% participating interest in the 2A PSC through the
sale of LBE2A to INPEX, for initial cash consideration of $10 million. The
sale was completed on 17 March 2025.
18.Assets and liabilities classified as held for sale
Block 2A PSC Farm Out
On 30 November 2024, the Group farmed-out a 42.5% participating interest in
the 2A PSC to INPEX retaining a 10% participating interest through its
wholly-owned subsidiary, Topaz Number One Limited.
The farm-out was effected through a Share Sale & Purchase Agreement with
INPEX for the entire share capital of LBE2A. Prior to this transaction a 5.75%
participating interest in the 2A PSC was sold by TNOL to LBE2A at book cost
increasing LBE2A's participating interest and its sole asset, to 42.5%. The
sale of LBE2A completed on 17 March 2025.
The assets and liabilities of LBE2A has been disclosed as Assets and
Liabilities Held for Sale and the profit or loss generated from LBE2A for the
year has been disclosed as loss from discontinued operations.
Group
2024
£
Intangible assets 582,474
Other receivables 120,733
Cash at bank 315,363
Total assets classified as held for sale 1,018,570
Trade and other payables 71,388
Total liabilities classified as held for sale 71,388
Company
2024
£
Investment in subsidiary 100,000
Total assets classified as held for sale 100,000
19.Trade and other payables
Group
2024 2023
£ £
Trade payables 76,299 257,903
Accruals 540,068 149,808
Social security and other taxation 39,085 114,386
Payables to joint venture - 351,913
Other payables 13,905 20,227
Trade and other payables 669,357 894,237
Company
2024 2023
£ £
Trade payables 83,607 157,464
Accruals 401,742 74,186
Social security and other taxation 39,085 114,386
Payables to associates - 317,028
Other payables - 20,227
524,434 683,291
Included within payables to joint venture are time writing expenses recharged
to Longboat JAPEX, all amounts were fully repaid during 2024.
Accruals comprise audit and accounting fees and other operational related
costs at the year end.
At 31 December 2024, the Group has accrued for bonuses and professional fees
with respect to ongoing business development activities.
The directors consider that the carrying amount of trade and other payables
approximates to their fair value.
20.Provisions
Group
2024 2023
£ £
Provision for deferred salaries and bonus 702,000 -
Company
2024 2023
£ £
Provision for deferred salaries and bonus 519,483 -
On 1 July 2024, the Executive Chairman and the CEO deferred a proportion of
their salaries pending an improvement in the financial position of the Group.
As at 31 December 2024, the Group and the Company made a provision for these
deferred salaries and performance bonuses for directors and employees in view
of the successful farm-out of Block 2A on 30 November 2024.
21.Contingent consideration
Group and Company
2024 2023
£ £
At 1 January 239,688 -
Acquisition of Topaz Number One Limited - 239,688
Change in estimate 55,023 -
Unwinding of discount (Note 8) 14,114 -
At 31 December 308,825 239,688
Acquisition of Topaz Number One Limited
In September 2023, the Company acquired TNOL whose sole asset was a 15.75%
interest in the 2A PSC. The fair value of the consideration paid and payable
for the 100% share in TNOL was $403,000 (£318,794). The fair value of the
assets and liabilities acquired at completion on 21 December 2023 are shown
below:
2023
Assets: £
Exploration assets 377,366
Accounts receivable 81
Under/overcall 83,917
Liabilities:
Accounts payable (111,295)
Accruals (31,275)
Net assets at fair value 318,794
Consideration:
Equity issued on completion ($100,000) 79,106
Contingent fair value consideration ($303,000) 239,688
Total consideration 318,794
As part of the purchase agreement with the vendor of TNOL, the consideration
was made up of three tranches.
Tranche 1 was equivalent to $0.1 million, settled by an issue of 441,470 new
ordinary shares in the Company on 20 December 2023. This tranche has been
fully settled and nothing further is payable with respect to it.
Tranche 2 was equivalent to $0.125 million, was contingent and became payable
in the shares of Seascape Energy Asia plc upon the farm out of the Company's
interest in the 2A PSC which occurred on 30 November 2024. Accordingly an
issue of 278,870 new ordinary shares in the Company, was made on completion on
17 March 2025. This tranche has been fully settled and nothing further is
payable with respect to it.
Tranche 3 (part 1) is contingent on an exploration well announcement in excess
of 600bcf (well must commence drilling within 5 years). The payment will be
equivalent of $1 million and will be settled in cash or allotment of shares in
the Company, at the discretion of the Company.
Tranche 3 (part 2) is contingent on the growth in the Company's share price.
The payment will be equivalent of up to $2 million, based on the table shown
below, and will be settled in cash or an allotment of shares in the Company at
its discretion.
Growth in Seascape Consideration
Shares Average Price % USD
0-9.9% 0% -
10-24.9% 33% 666,667
25-49.9% 67% 1,133,333
>=50% 100% 2,000,000
If a liquidity event occurs, involving the sale of TNOL's share in the 2A PSC
then Tranche 3 will be calculated instead upon the proceeds of the liquidity
event, but capped at the total of $3.0 million, as above.
To calculate the fair value of the consideration at the time of the
acquisition of TNOL, a base case, low case and liquidity case scenario were
risked, weighting and discounted, taking into account the expected chance of a
farm down, expected chance of >600bcf discovery and the expected impact on
the share price. Also included was the liquidity scenario where the chance
of a sale of the interest in the 2A PSC was estimated.
At the acquisition date the fair value of the contingent consideration was
calculated to be $0.3 million (£0.2 million). A change of probability of
success by 5 percentage points would lead to a 33% change in the fair value
consideration of TNOL, equivalent to USD $100k (£80k). As the plans for the
drilling of the exploration well on Block 2A firm up, the Company expects to
increase the probability of success and associated contingent liability.
22.Deferred tax
GROUP
The following are the deferred tax liabilities and assets recognised and
movements thereon during the current and prior reporting period.
ACAs
£
Deferred tax balance at 1 January 2023 25,736,898
Deferred tax movements in prior year
Differences in tax basis for offset of tax losses in Norway (8,385,916)
Foreign exchange (802,384)
Disposal (16,548,598)
Deferred tax liability at 31 December 2023 -
Deferred tax movements in current year
Temporary differences arising from fixed assets 419
Foreign exchange 8
Deferred tax liability at 31 December 2024 427
At the reporting date the Group had an unrecognised deferred tax asset of
£3.0 million (2023: £2.0 million), an increase of £1.0 million, materially
all of which relates to continuing operations. Deferred tax assets, including
those arising from temporary differences, are only recognised when it is
considered likely that they will be commercially recovered, which is dependent
on the generation of future assessable income of a nature and of an amount
sufficient to enable the benefits to be utilised.
23.Called up share capital
Group and Company
2024 2023
£ £
Authorised, called up, allotted and fully paid
62,818,946 (2023: 57,108,120) ordinary shares 6,281,895 5,710,812
Each ordinary share has a par value of £0.10.
The share capital issues during 2023 and 2024 are summarized as follows:
Group and Company
Number of shares Nominal
value
£
At 1 January 2023 56,666,666 5,666,667
Shares issued on acquisition of subsidiary 441,470 44,147
At 31 December 2023 and 1 January 2024 57,108,136 5,710,814
Shares issued for cash 5,710,810 571,081
At 31 December 2024 62,818,946 6,281,895
On 4 December 2024, the Company raised £1,998,787 through the issue of
5,710,810 new ordinary shares for cash at £0.35 each.
24.Share premium account
Group and Company
2024 2023
£ £
At 1 January 35,605,370 35,570,411
Shares issued on acquisition of subsidiary (Note 30) - 34,959
Shares issued for cash 1,427,460 -
Costs of share issue (223,410) -
At 31 December 36,809,420 35,605,370
25.Share based payments
Group and Company
2024 2023
£ £
At 1 January 1,024,486 660,449
Awarded to UK employees 424,648 199,017
Awarded to Malaysian employees 104,575 -
Awarded to Norwegian employees (discontinued operations) 186,758 165,020
Transferred to retained earnings (1,274,269) -
At 31 December 466,198 1,024,486
During the year, the Company operated three share incentive schemes: the
Long-Term Incentive Plan (LTIP), the Co-investment plan (CIP) and the NED
Long-Term Incentive Plan. The remaining awards made in 2019 under the Founder
Incentive Plan (FIP) all lapsed during the period. Details of the schemes are
summarised in the Remuneration Report prepared by the Remuneration Committee
are as follows:
Co-Investment Plan (CIP) awards
For the purpose of determining the fair value of an award, the following
assumptions have been applied and a valuation calculation run through the
Monte Carlo Model:
Grant date 3 Aug 23 10 Feb 22 (Part A) 10 Feb 22 (Part B) 02 Jul 21
Performance period (years) 3 3 3 3
Share price at grant date £0.30 £0.57 £0.57 £0.70
Exercise price Nil £0.10 £0.10 £0.10
Risk free rate 4.73% 1.35% 1.35% 15.00%
Dividend yield 0% 0% 0% 0%
Volatility of Company share price 62% 50% 50% 51%
Fair value per award £0.18 £0.19 £0.24 £0.38
2024 2023 Weighted average fair
No. No. value (£ per share)
Outstanding at beginning of the period
1,219,212 794,505 £0.29
Lapsed during the period (916,501) - (£0.38)
Granted during the period - 424,707 -
Outstanding at the end of the period 302,711 1,219,212 £1.16
Exercisable at the end of the period nil nil
The weighted average exercise price of outstanding options is £0.03 (2023:
£0.07).
The weighted average remaining contractual life as at 31 December 2024 is 37
months (2023: 14 months).
Long Term Incentive Plan and NED Long Term Incentive Plan
The 2024 awards have been valued using the Black Scholes Model as there is no
TSR conditions attached to them. All other historic awards have been valued
using the Monte Carlo model, which calculates a fair value based on a large
number of randomly generated simulations of the Company's TSR.
Grant date 7 Oct 24 15 Jul 24 3 Aug 23 7 Jan 22 12 Aug 22 8 Nov 21 1 Oct 21 2 Jul 21 2 Jul 21 24 Sep 20
Weighted average share price at grant date £0.22 £0.22 £0.305 £0.624 £0.430 £0.705 £0.780 £0.720 £0.720 £0.885
TSR performance none none - - - - - - - -
Risk free rate 4.12% 4.12% 4.73% 0.85% 1.96% n/a 0.60% 0.09% 0.15% -0.1%
Dividend yield 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Volatility of Company share price 101% 100% 62% 50% 52% n/a 50% 51% 51% 58%
Weighted average fair value £0.16 £0.16 £0.18 £0.27 £0.23 £0.33 £0.36 £0.27 £0.33 £0.33
The risk-free rate assumption has been set as the yield as at the calculation
date on zero-coupon government bonds of a term commensurate with the remaining
performance period.
The historical three-year volatility of the constituents of the FTSE AIM Oil
& Gas super sector, as of the date of grant, was used to derive the
volatility assumption.
Long Term Incentive Plan
Restated
2024 2023
No. No.
Outstanding at 1 January 4,961,600 1,560,600
Awarded during the year 6,963,646 3,401,000
Forfeited during the year (3,485,687) -
Outstanding at the 31 December 8,439,559 4,961,600
Exercisable at the 31 December nil 536,700
NED Incentive Plan
2024 2023
No. No.
Outstanding at 1 January - nil
Awarded during the year 486,790 nil
Forfeited during the year - nil
Outstanding at the 31 December 486,790 nil
Exercisable at the 31 December nil nil
The weighted average exercise price of outstanding options is £0.17 (2023:
£0.10).
The weighted average remaining contractual life as at 31 December 2024 is 52
months (2023: 22 months).
26.Currency translation reserve
2024 2023
GROUP £ £
At the beginning of the year 310,803 561,242
Currency translation differences on joint venture - 349,929
Currency translation difference on disposal of subsidiary - (561,242)
Currency translation difference on foreign subsidiaries 32,254 (39,126)
Disposal of joint venture (349,929) -
At the end of the year (6,872) 310,803
The currency translation reserve relates to the movement in translating
operations denominated in currencies other than sterling into the presentation
currency.
27.Cash absorbed by continuing operations
Group
Restated
2024
2023
£ £
Loss for the year before tax before other comprehensive income (1) (5,685,081) (3,860,415)
Add back:
Interest payable - 51
Interest receivable (111,758) (155,397)
Depreciation 7,407 10,479
Equity settled share-based payment expense 527,411 199,017
Unwinding discount on contingent consideration 14,114 -
Changes in estimate on contingent consideration 55,023
Movements in working capital:
Decrease/(increase) in trade and other receivables 1,121,103 (884,733)
Increase in trade and other payables 45,801 737,266
Movement in provision 702,000 -
Cash absorbed by operations (3,323,980) (3,953,732)
(1) Loss from continued operation for the financial year ended 2023 of
£5,443,178 was reclassed to loss from discontinued operation as a result of
the completion of sale of its 50.1% holding in its joint venture, Longboat
JAPEX to its partner JAPEX.
28.Cash absorbed by discontinuing operations
Group
Restated
2024 2023
GROUP £ £
Loss for the year after tax before other comprehensive income (1) (10,761,709) (326,619)
Add back:
Taxation credit - (9,411,827)
Write offs - 10,427,155
Depreciation - 5,007
Interest payable - 1,191,918
Interest receivable (543) (41,589)
Share-based payment expense 544,830 74,309
Time writing adjustment - (425,002)
Historic bank fees - 124,690
Lease depreciation - 35,671
Least interest - (59,290)
EFF commitment fee - 175,521
Gain on deconsolidation - (10,464,548)
Loss from investment (1) 3,670,859 2,803,202
Impairment loss on investment (1) 6,505,191 2,639,976
Movements in working capital:
(Increase)/decrease in trade and other receivables (369,485) 126,667
(Decrease)/increase in trade and other payables (199,294) 461,417
Cash absorbed by discontinued operations (610,151) (2,663,342)
(1) Loss from continued operation for the financial year ended 2023 of
£5,443,178 was reclassed to loss from discontinued operation as a result of
the completion of sale of its 50.1% holding in its joint venture, Longboat
JAPEX to its partner JAPEX.
29.Financial risk management
The Group is exposed to financial risks through its various business
activities. In particular, changes in interest rates and exchange rates can
have an effect on the capital and financial situation of the Group. In
addition, the Group is subject to credit risks.
The Group has adopted internal guidelines, which concern risk control
processes and which regulate the use of financial instruments and thus provide
a clear separation of the roles relating to operational financial activities,
their implementation and accounting, and the auditing of financial
instruments. The guidelines on which the Group's risk management processes are
designed to ensure that the risks are identified and analysed across the
Group. They also aim for a suitable limitation and control of the risks
involved, as well as their monitoring.
The Group controls and monitors these risks primarily through its operational
business and financing activities.
Credit Risks
The credit risk describes the risk from an economic loss that arises because a
contracting party fails to fulfil their contractual payment obligations. The
credit risk includes both the immediate default risk and the risk of credit
deterioration, connected with the risk of the concentration of individual
risks. For the Group, credit and default risks are concentrated in the
financial institutions in which it places cash deposits.
The Group's policy is to place its cash with banks with an appropriate credit
rating in accordance with the Company's Treasury Risk Management Policy.
Notwithstanding existing collateral, the amount of financial assets indicates
the maximum default risk in the event that counterparties are unable to meet
their contractual payment obligations. The maximum credit default risk
amounted to £3,442,123 (2023: £4,741,369) at the statement of financial
position date, of which £3,303,970 (2023: £3,684,541) was cash on deposit at
banks.
Group Company
2024 2023 2024 2023
Rating £ £ £ £
DNB Bank ASA Aa1 2,191,612 3,617,563 2,191,612 3,542,798
OCBC Bank (Malaysia) Berhad Aa1 273,924 66,978 - -
CIMB Islamic Bank Berhad Baa1 523,071 - - -
Cash held in continuing operations 2,988,607 3,684,541 2,191,612 3,542,798
DNB Bank ASA 76,815 - - -
OCBC Bank (Malaysia) Berhad 238,548 - - -
Cash held in asset held for sale 315,363 - - -
Liquidity Risks
Liquidity risk is defined as the risk that a Company may not be able to fulfil
its financial obligations. The Group manages its liquidity by maintaining cash
and cash equivalents sufficient to meet its expected cash requirements. The
Group has assessed the ability of the Group's in meeting their cash
requirements for the next twelve month in the statement of going concern.
At 31 December 2024, the Group had cash on deposit of £3,303,970 (2023:
£3,684,541).
Market Risks
Interest Rate Risks
Interest rate risks exist due to potential changes in market interest rates
and can lead to a change in the fair value of fixed-interest bearing
instruments, and to fluctuations in interest payment for variable interest
rate financial instruments.
In the financial year ended 2023, the Group was exposed to Interest rate risks
through the Groups Exploration Facility in Norway. The table below shows the
impact in GBP on pre-tax profit and loss in the joint venture of a 10%
increase/decrease in the interest rates, holding all other variables
constant.:
2024 2023
£ £
Interest rate increase/decrease by 10% - 76,578
The Group is exposed to interest rate risks on cash held on deposit at banks.
Interest income for the year to 31 December 2024 was £112,301 (2023:
£155,397). These accounts are maintained for liquidity rather than
investment, and the interest rate risk on deposits is not considered material
to the Group.
Currency risks
The Group operates in the UK and Malaysia, incurring expenses and holding cash
in sterling, United States dollars, Malaysian Ringgit (historically also in
Norwegian kroner). The Group incurs some expenditure in foreign currency when
the investment policy requires services to be obtained overseas. The foreign
exchange risk on these costs is not considered material to the Group.
The following table shows the carrying amounts, amortised amounts and fair
values of financial assets and financial liabilities. It does not include fair
value information for financial assets and financial liabilities not measured
at fair value if the carrying amount is a reasonable approximation of fair
value.
Group
Carrying amount Amortised cost FVTPL Carrying amount Amortised cost FVTPL
2024 2024 2024 2023 2023 2023
Loans and receivables £ £ £ £ £ £
Cash and cash equivalent 2,467,899 2,467,899 - 2,833,857 2,833,857 2,833,857
Restricted cash 520,708 520,708 - 850,684 850,684 850,684
Trade and other receivables (note 17) 88,803 88,803 - 1,246,662 1,246,662 -
Total financial assets 3,077,410 3,077,410 - 4,931,203 4,931,203 3,684,541
Financial liabilities measured at amortised cost
Trade and other payables (note 19) 129,289 129,289 - 744,429 744,429 -
Provisions (note 20) 702,000 - 702,000 - - -
Total financial liabilities 831,289 129,289 702,000 744,429 744,429 -
Total financial instruments 2,246,121 2,948,121 (702,000) 4,186,774 4,186,774 3,684,541
Company
Carrying amount Amortised cost FVTPL Carrying amount Amortised cost FVTPL
2024 2024 2024 2023 2023 2023
Loans and receivables £ £ £ £ £ £
Cash and cash equivalent 2,467,899 2,467,899 - 2,833,857 2,833,857 2,833,857
Restricted cash 520,708 520,708 - 850,684 850,684 850,684
Trade and other receivables (note 17) 3,121,728 3,121,728 - 1,521,470 1,521,470 -
Total financial assets 6,110,335 6,110,335 - 5,206,011 5,206,011 3,684,541
Financial liabilities measured at amortised cost
Trade and other payables (note 19) 122,692 122,692 - 609,105 609,105 -
Provisions (note 20) 519,483 - 519,483 - - -
Total financial liabilities 642,175 122,692 519,483 609,105 609,105 -
Total financial instruments 5,468,160 5,987,643 (519,483) 4,596,906 4,596,906 3,684,541
At the year-end the Group and Company maintained the following cash reserves:
Group Company
2024 2023 2024 2023
£ £ £ £
Cash and cash equivalents held in GBP 1,707,122 1,144,114 1,706,479 1,144,114
Cash and cash equivalents held in USD 1,015,515 2,427,689 485,133 2,351,711
Cash and cash equivalents held in MYR 265,970 65,765 - -
Cash and cash equivalents held in NOK - 46,973 - 46,973
Cash held in continuing operations 2,988,607 3,684,541 2,191,612 3,542,798
Cash and cash equivalents held in USD 264,137 - - -
Cash and cash equivalents held in MYR 51,226 - - -
Cash held in asset held for sale 315,363 - - -
The Group's exposure to foreign currency risk at the end of the reporting
period is summarised below. All amounts are presented in GBP equivalent.
2024 2023
£ £
Cash and cash equivalents 1,281,485 2,540,427
Trade and other receivables 32,824 353
Trade and other payables (57,020) (788,127)
Net exposure 1,257,289 1,752,653
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in exchange rates
through its balances not held in sterling. The table below shows the impact in
sterling on pre-tax profit and loss of a 10% increase/decrease in the exchange
rates, holding all other variables constant.
2024 2023
£ £
Exchange rate increases by 10% 139,699 194,739
Exchange rate decrease by 10% (114,299) (159,332)
30.Retirement benefit schemes
Group
2024 2023
£ £
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes:
Continuing operations 102,717 58,250
Discontinuing operations - 109,985
102,717 168,235
Company
2024 2023
£ £
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes 56,194 58,250
31.Related party transactions
a. Identities of related parties
The related parties of the Group and of the Company are:
(i) Its subsidiaries as disclosed in Note 13 to the financial
statements; and
(ii) Members of the Board of Directors are deemed to be key
management personnel. Key management personnel compensation for the financial
period is the same as the Director remuneration set out in the Corporate
Governance Statement except for key management personnel as disclosed in (d).
b. In addition to the information detailed elsewhere in the financial
statements, set out below are other significant transactions and outstanding
balances with related parties during the financial year:
2024 2024 2023 2023
Group Balance Balance
Transactions outstanding Transactions outstanding
(£) (£) (£) (£)
Net expenses recharged to/(by):
- Longboat JAPEX Norge AS (218,359) - (94,497) 496,689
Company
Net expenses recharged to/(by):
- Longboat JAPEX Norge AS (218,359) - (94,497) 531,574
- Longboat Energy (2A) Limited 88,065 36,604 843,678 443,686
- Topaz Number One Limited 17,430 42,888 (94,710) -
- Longboat Energy (Dewa) Limited 52,048 - - -
- Seascape Energy (SE Asia) Sdn Bhd 528,688 309,389 - -
Advances to:
- Longboat Energy (2A) Limited 1,222,741 1,222,741 - -
- Topaz Number One Limited 230,629 230,629 - -
- Longboat Energy (Dewa) Limited 511,103 511,103 - -
- Seascape Energy (SE Asia) Sdn Bhd 326,839 326,839 - -
Interest on loan charged to:
- Longboat Energy (2A) Limited 71,668 73,892 - -
- Topaz Number One Limited 5,265 6,559 - -
- Longboat Energy (Dewa) Limited 16,014 16,601 - -
- Seascape Energy (SE Asia) Sdn Bhd 11,284 11,699 - -
The related party balances with Longboat JAPEX arose as a result of the
agreements that were entered into at the time of establishment of the joint
venture. On 12 July 2024, the Company completed the sale of the investment in
Longboat JAPEX to JAPEX, hence there was no intercompany balance outstanding
with the joint venture.
c. Other information
Directors' interests in the shares of the Company in the current and prior
period, including family interests, were as follows:
Ordinary shares
2024* 2023*
Graham Stewart 350,000 350,000
Nicholas Ingrassia 304,080 218,366
James Menzies 2,220,604 321,872
Geraldine Murphy 285,714 -
Helge Hammer (resigned on 30 April 2024) - 1,077,023
Jonathan Cooper (resigned on 27 June 2024) - 341,516
Jorunn Saetre (resigned on 27 June 2024) - 51,667
*As at the date of publication of the Report and Accounts for each respective
year
Under IAS 24 section 4, all intragroup transactions which have been eliminated
on consolidation are exempt from being disclosed as the Group has prepared
consolidated financial statements.
The Group does not have one controlling party.
32.Minimum financial commitments
2024 2023
£ £
Dewa Complex Cluster 510,188 -
Longboat Energy (DEWA) Limited (LBE Dewa), a wholly-owned subsidiary of the
Group, holds a 28% participating interest and a further 12% paying interest
(on behalf of PETROS) in the Dewa Complex Cluster, and is obligated to carry
out the minimum work commitments as stated in the production sharing contract.
This includes conducting a detailed and systematic resource assessment for 12
fields on the hydrocarbon potential of the contract area through integrated
geological, geophysical and geochemical studies on a regional scale trend and
prospect level and thereafter submitting a resource assessment report to
PETRONAS. The cost to be incurred by LBE Dewa in regard to the work
commitments are estimated to be £510,188 (USD640,000).
33.Subsequent events
On 13 February 2025 the Company announced the appointment of Haida Hazri as an
Independent Non-executive Director and Pierre Eliet as an Executive Director
of the Company.
On 17 March 2025 the Company completed the sale to INPEX of LBE2A, the sole
asset of which was a 42.5% participating interest in the 2A PSC for initial
cash consideration of $10 million plus the reimbursement of historic costs.
On 20 March 2025 the Company announced that it had paid the first tranche of
contingent consideration in relation to the acquisition of Topaz Number One
Limited which totaled $125,000, payable through a further issue of new
ordinary shares of 10 pence each in the Company. This became due upon an
exploration well being committed on Block 2A or a farm-out.
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