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REG - Seascape Energy Asia - Interim results

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RNS Number : 1084B  Seascape Energy Asia PLC  29 September 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").

 

29 September 2025

 

Seascape Energy Asia plc

 

(the "Company", "Seascape Energy" or "Seascape")

 

Interim results and investor presentation via Investor Meet Company

 

 

Seascape Energy, an E&P company focused on Southeast Asia, is pleased to
announce its unaudited interim results for the six-month period to 30 June
2025.

 

 

Operational & Financial Highlights

 

•             Completion of the Block 2A farm-out to INPEX
CORPORATION with uncapped carry through the exploration phase of one firm and
one contingent well (10% participating interest)

•             Award of the Temaris Cluster PSC as operator (100%
participating interest)

•             Post-period end, publication of an independent
Competent Persons Report by Sproule ERCE

o  Total net 2C Contingent Resources of 63 mmboe (97% gas)

o  Total net unrisked mean Prospective Resources of 281 mmboe (95% gas)

•             Cash reserves of £8.6 million (1H 2024: £1.3
million), including £2.0 million of restricted cash related to guarantees
provided as security for future work programmes in Malaysia

•             Adjusted administrative costs of £1.9 million (1H
2024: £2.5 million) excluding £0.9 million of non-recurring costs

 

 

Outlook

 

•             Seascape remains focused on maximising value in
its existing, high-quality portfolio while selectively adding accretive growth
opportunities. Near term activities include:

•             Block 2A: formal joint venture commitment to drill
the giant Kertang well, expected imminently;

•             Temaris: progressing seismic reprocessing,
detailed development studies and development team build-out;

•             DEWA: submission of formal resource assessment to
regulator, finalising draft field development plan and commencement of
commercial negotiations; and

•             Pursuing growth opportunities in Malaysia and the
wider region, including participating in licensing rounds.

 

 

Investor Meet Company

 

The Company will host an online presentation: A Subsurface 'Deep Dive' into
Seascape's Malaysian Portfolio via Investor Meet Company on 13 Oct 2025, 09:30
BST.

 

The presentation will provide investors with further insight into the
subsurface aspects of its exploration and development portfolio following the
publication of its Competent Persons Report on 19 August 2025.

 

The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
12 Oct 2025, 09:00 BST, or at any time during the 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 ASIA PLC on the Investor Meet
Company platform will automatically be invited.

 

 

Nick Ingrassia, CEO of Seascape, commented:

 

"The first half of 2025 has been a period of significant transformation for
Seascape as it has diversified and increased the scope and scale of its
portfolio with both non-operated exploration and development projects offshore
Sarawak and a new, material operated gas field cluster development offshore
Peninsular Malaysia with significant exploration upside.

 

Seascape's focussed strategy of building a portfolio of gas assets in Malaysia
has begun to gain momentum and the Company looks forward to using its strong
financial position, competitive advantage and strong stakeholder relationships
to continue to develop and expand its portfolio."

 

 

 

Ends

Enquiries:

 

Seascape Energy Asia plc
 
IR@seascape-energy.com (mailto: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

 

 

 

Standard

 

Estimates of reserves and resources have been carried out in accordance with
the June 2018 SPE/WPC/AAPG/ SPEE/SEG/SPWLA/EAGE Petroleum Resources Management
System ("PRMS") as the standard for classification and reporting. A summary of
the PRMS can be downloaded
from:-https://www.spe.org/en/industry/petroleum-resources-management-system-2018/.

 

 

Review by Qualified Person

 

The technical information in this release has been reviewed by Dr Pierre
Eliet, Executive Director & Country Chair Malaysia, who is a qualified
person for the purposes of the AIM Guidance Note for Mining, Oil and Gas
Companies.

Dr Eliet is a geologist with more than 30 years' experience in the oil and gas
industry and has a BA Degree in Earth Sciences from Trinity College, Dublin, a
PhD in Geology from Manchester University, UK and is a Fellow of the
Geological Society (London).

 

 

Glossary

 

"boe"                    means barrels of oil equivalent

"CPR"                    means Competent Persons Report

"LNG"                   means liquified natural gas

"m"                        means metres

"mmbbl"              means millions of barrels

"NGL"                   means natural gas liquids

"PSC"                    means Production Sharing Contract

"TCF"                     means trillion standard cubic
feet

 

 

 

 

SEASCAPE ENERGY ASIA PLC

INTERIM REPORT AND FINANCIAL STATEMENTS

 

 FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

 

 

 
STRATEGIC REVIEW

 

The continuing focus of the Directors is to secure suitable oil and gas assets
in Southeast Asia, that will deliver value and represent an appropriate basis
to build on the Company's objective to become a full-cycle E&P company.

 

Southeast Asia is home to over 680 million people, accounting for roughly 8.5%
of the world's population and making it one of the most populous regions in
the world. With a growing middle class, expanding cities, and improving living
standards, the region's population is expected to increase steadily over the
coming decades. This demographic growth is closely tied to rising energy
needs, as more people gain access to electricity, transportation, and modern
infrastructure.

 

Economically, Southeast Asia is a powerhouse of growth, driven by
manufacturing, trade, and a booming services sector. The region is
experiencing robust GDP growth, while regional integration through initiatives
such as the ASEAN Economic Community is strengthening cross-border cooperation
and investment. This economic expansion is a major driver of rising energy
consumption, particularly in industrial and urban areas.

 

As a result, primary energy demand in Southeast Asia is projected to rise
sharply through 2050, with the region becoming one of the largest contributors
to global energy demand growth. The need for reliable, affordable, and cleaner
energy sources is more pressing than ever, particularly as countries aim to
balance economic development with environmental sustainability and energy
security.

 

Natural gas is expected to play a critical role. According to Wood Mackenzie,
natural gas could account for up to 30% of the region's primary energy mix by
2050. With demand set to outpace both oil and coal, gas is increasingly seen
as a transitional fuel that can support industrial activity, power generation,
and emissions reduction. Countries such as Malaysia, Thailand, Vietnam, and
the Philippines are investing in gas infrastructure, including pipelines, LNG
terminals, and gas-fired power plants, to secure long-term supply and reduce
reliance on more carbon-intensive fuels.

 

In this context, Seascape is well-positioned to help meet regional energy
demands. The Company has successfully built a portfolio of high-quality,
gas-weighted development assets offshore Malaysia-highlighting its ability to
generate significant value by leveraging its core technical strengths and
regional relationships. As these projects advance toward production, Seascape
will also seek to capitalize on its competitive advantages to further expand
our portfolio both in Malaysia and across the region.

 

OPERATIONS AND ACTIVITY

 

Contingent and Prospective Resources

 

In August, the Company published details of its Contingent and Prospective
Resources from a Competent Person's Report ("CPR") commissioned from Sproule
ERCE covering the Temaris Cluster ("Temaris", 100% operated) and the priority
fields in the DEWA Complex Cluster ("DEWA", 28%).

 

The CPR is seen as an important independent third-party verification of
Seascape's resources figures. The report confirms (and in the case of Temaris,
upgrades) management's technical view of resources at the time of license
application. Importantly, the CPR highlights new prospective potential in the
recently awarded Temaris block.

 

The highlights of the CPR are as follows:

 

·    Total net 2C Contingent Resources of 63 mmboe (97% gas), up from nil
in past 12 months

·    Total unrisked net mean Prospective Resources of 281 mmboe (95% gas),
an increase of 69% since completion of the Block 2A farm-down in Q1 2025

·    Temaris PSC net 2C Contingent Resources of 276 bcf vs 250 bcf
estimated at award

·    Additional Temaris PSC mean Prospective Resources of 683 bcf (114
mmboe) located in amplitude-supported prospects analogous to the existing
discoveries

 

 Net 2C Contingent Resources
 Field(s)                    Gas     Liquids   Total

                             (bcf)   (mmbbl)   (mmboe)
 Temaris (100%)              276     -         46
 DEWA priority fields (28%)  94      2         18
 Total                       370     2         63

 

 Net Mean Prospective Resources
 Field(s)                    Gas     Liquids (mmbbl)  Total     GCoS Range

                             (bcf)                    (mmboe)   (%)
 Temaris (100%)              683     -                114       30% - 50%
 DEWA priority fields (28%)  7       0                1         34% - 51%
 Block 2A (10%)              908     15               166       16% - 27%
 Total                       1,598   15               281

 

 

Temaris Cluster (100% operated) In June Seascape was awarded a 100% operated
interest in Temaris in the Malaysia Bid Round 2025. The acreage includes two
gas discoveries in shallow water (~70 metres) offshore Peninsular Malaysia on
the western flank of the Malay basin and covers an area of around 1,200 km2.

 

The main discovery, Tembakau, was originally made in 2012 and appraised in
2014 and benefits from an extensive dataset including full 3D seismic
coverage, well logs, DSTs and extensive well core.  Tembakau is located near
to infrastructure with the closest producing gas field ~50 km away from the
field.

 

The Tembakau field comprises Early-Mid Miocene channel sandstone reservoirs
which are clearly imaged on 3D seismic and exhibit a strong amplitude
response. The field has excellent reservoir properties with porosities of 20%
to 35% and permeabilities of over one Darcy and contains dry gas with very low
levels of impurities. The Tembakau-2 well was tested and produced from the
I-10 and I-20 reservoirs, with both reservoirs flowing at gas rates of 16
mmscfd, constrained by the well test equipment used.

 

The smaller Mengkuang discovery is located 30 kms to the northeast of Tembakau
in high-quality mid-Miocene sandstones and also demonstrates strong seismic
amplitude response. The field is split into several lobes and benefits from a
good dataset though a DST was not performed at the time of discovery.

 

In addition to the existing Tembakau and Mengkuang discoveries, significant
exploration upside exists in the stacked channel sandstone reservoirs which
continue across the Temaris PSC. As part of the CPR, Sproule ERCE has also
provided Prospective Resources estimates of the four main prospects on the
block which are located close to the Tembakau discovery.

 

All prospects exhibit the seismic amplitude characteristics seen at Tembakau
and Mengkuang, with Seascape interpreting the largest prospect, Allamanda, to
exhibit a particularly robust and extensive amplitude anomaly.

 

Seascape anticipates the Temaris PSC prospects to be further derisked
following the 3D seismic reprocessing currently underway on the Temaris block.

 

 

DEWA Cluster (28%): Seascape was awarded the DEWA Complex Cluster under the
Malaysia Bid Round Plus in October 2024 and is comprised of 12 gas discoveries
in shallow water (40-50 metres) located off the coast of Sarawak, Malaysia.

 

Six fields (D30, Danau, D41, D41W, Dafnah West, Dana) have been prioritised
for the initial phases of development ("DEWA Priority") and are broadly
characterised as having stacked, clastic reservoirs with gas columns up to 110
metres and good hydrocarbon mobilities. The fields benefit from a significant
dataset including 35 well penetrations, well logs, multiple DSTs and MDTs and
extensive 3D seismic coverage.

 

The Sproule-ERCE review also identified additional upside in-and-around the
DEWA Complex for future pursuit. This includes an additional 7 bcf of unrisked
net mean Prospective Resources (25 bcf gross) in an undrilled fault block on
Dafnah West.

 

 

Block 2A, offshore Sarawak, Malaysia (10%):  Block 2A is located in the North
Luconia hydrocarbon province covering approximately 12,000 km(2) in water
depths between 100 -1,400 metres. Block 2A contains the world-class Kertang
prospect, located across four Oligo-Miocene reservoirs, which is a
well-defined, large, four-way dip structural high with over 220 km2 of closure
and exhibits direct hydrocarbon indicators (DHIs) including an overlying gas
cloud feature and amplitude bright.

 

In March this year, Seascape completed the farm-out of Block 2A to INPEX
CORPORATION. In return for cash consideration of US$10 million with the
reimbursement of certain historic costs of ~US$1.0 million, the Company
assigned a 42.5% interest in Block 2A and retained a fully carried 10%
interest through the remaining exploration phase which includes one firm
wildcat well and one contingent appraisal well (subject to a commercial
discovery). Since the year end, this transaction completed with the Company
receiving cash consideration of US$10 million.  In the event of commercial
discovery, the Company will receive further contingent cash consideration of
US$10 million.

 

A firm well commitment is expected to be made imminently with the drilling of
the Kertang prospect being an important part of INPEX CORPORATION's
multi-well, deepwater drilling campaign in Sarawak during 2026/2027.

 

Seascape still retains a material exposure to the Kertang prospect with net
unrisked mean prospective resources of ~908 bcf and ~15 mmbbl of NGL (~166
mmboe).

 

 

Financial Results

 

At 30 June 2025 the Group had net cash reserves totalling £8.6 million (1H
2024: £1.3 million) of which £2.0 million is restricted and relates to
cash-backed collateralised guarantees provided as security for future work
programmes in Malaysia.

 

Exploration and evaluation assets of £500k (1H 2024: £700k) represent
capitalised expenditures incurred within Malaysia and are deemed fully
recoverable at the balance sheet date.

 

Administrative costs for the period totalled £2.8 million (1H 2024: £3.5
million), of which £0.9 million are considered non-recurring. These
non-recurring costs include costs associated with farming down the Malaysian
2A PSC to INPEX, the application of and securing the Temaris PSC, other new
venture appraisal costs, changes in fair value of contingent consideration and
unrealised foreign exchange losses. When adjusting for these items of
non-recurring expenditure, the administrative expenses for the periods are
£1.9 million (1H 2024: £2.5 million).

 

The total profit for the period was £5.7 million (1H 2024: loss of £12.5
million) and comprised a loss of £2.5 million (2024: £2.7 million) from
continuing operations and a profit of £8.2 million (1H 2024: loss of £9.7
million) from discontinuing operations.

 

The total comprehensive profit for the period included currency translation
differences that were taken directly to reserves of £73k (1H 2024: £800k)
and totalled £5.8 million (1H 2024: loss of £13.4 million).

 

 

Statement of 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) are 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 acquisitions.

 

 

On behalf of the board

 

…………………………………………..

Nicholas Andrew Ingrassia

Director

 

26 September 2025

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                                    Six-months ended 30 June 2025      Six-months ended 30 June 2024      Year to 31 December 2024
                                                                                    unaudited                          unaudited                          audited
                                                                             Notes
                                                                                    £                                  £                                  £

 Other income                                                                4      209,878                            718,620                            934,570

 Administrative expenses                                                            (2,822,246)                        (3,531,475)                        (6,709,728)
 Operating loss                                                                     (2,612,368)                        (2,812,855)                        (5,775,158)

 Finance costs                                                               7      (27,063)                           (6,075)                            (21,681)

 Investment income                                                           8      111,877                            62,782                             111,758
 Loss before taxation from continuing operations                             6      (2,527,554)                        (2,756,148)                        (5,685,081)

 Income tax expense                                                                 -                                  -                                  (419)
 Loss for the period/year from continuing operations                                (2,527,554)                        (2,756,148)                        (5,685,500)
 Profit/(loss) for the period/year from discontinued operations, net of tax  9      8,206,361                          (9,778,587)                        (10,761,709)
 Profit/(loss) for the period/year                                                  5,678,807                          (12,534,735)                       (16,447,209)

 Other comprehensive income/(expense)

 Currency translation differences from discontinued operations                      -                                  (836,527)                          349,929
 Currency translation differences from continuing operations                        73,373                             11,753                             (32,254)
 Total items that may be reclassified to profit or loss                             73,373                             (824,774)                          317,675
 Total other comprehensive income/(loss) for the period/year                        73,373                             (824,774)                          317,675
 Total comprehensive income/(loss) for the period/year                              5,752,180                          (13,359,509)                       (16,129,534)

 Earnings/(losses) per share                                                 10     Pence                              Pence                              Pence

 Basic - continuing                                                                 (4.01)                             (4.83)                             (9.88)

 Basic - discontinued                                                               13.03                              (17.12)                            (18.70)

 Diluted - discontinued                                                             0.11                               -                                  -

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                                                                                           31 December 2024

                                                                       30 June           30 June

                                                                        2025              2024

                                                               Notes
                                                                       unaudited         unaudited         audited
                                                                       £                 £                 £

 Non-current assets
 Investments in subsidiary and equity accounted joint venture          -                 -                 -
 Intangible assets                                             11      549,835           675,559           285,358
 Property, plant and equipment                                 12      18,456            10,201            11,495
                                                                       568,291           685,760           296,853

 Current assets
 Cash and cash equivalents                                     13      6,630,941         1,219,285         2,467,899
 Restricted cash and bank                                      13      2,016,022         50,668            520,708
 Trade and other receivables                                   14      260,901           1,391,656         112,927
                                                                       8,907,864         2,661,609         3,101,534

 Asset in disposal group held for sale                         15      -                 1,935,913         1,018,570

 Total assets                                                          9,476,155         5,283,282         4,416,957

 Current liabilities
 Trade and other payables                                      16      413,659           1,373,870         669,357
 Provisions                                                    17      -                 -                 702,000
                                                                       413,659           1,373,870         1,371,357

 Liabilities in disposal group held for sale                   15      -                 -                 71,388

 Net current assets                                                    8,494,205         1,287,739         2,677,359

 Non-current liabilities
 Contingent consideration                                      18      194,215           245,763           308,825
 Deferred tax                                                          390               -                 427
                                                                       194,605           245,763           309,252
 Total liabilities                                                     608,264           1,619,633         1,751,997
 Net assets                                                            8,867,891         3,663,649         2,664,960

 Equity
 Called up share capital                                       19      6,309,783         5,710,812         6,281,895
 Share premium account                                         20      36,880,949        35,605,370        36,809,420
 Other reserves                                                        450,000           450,000           450,000
 Share option reserve                                          21      795,758           1,108,914         466,198
 Currency translation reserve                                          66,501            (513,971)         (6,872)
 Accumulated losses                                                    (35,635,100)      (38,697,476)      (41,335,681)
 Total equity                                                          8,867,891         3,663,649         2,664,960

 

The financial statements were approved by the Board of Directors and
authorised for issue on 29 September 2024 and are signed on its behalf by:

 

 

 

 

 

 

…………………………………………..

Nicholas Andrew Ingrassia

Director

 

26 September 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                                          Share           Share            Currency

                                                           Share          Premium         option           translation       Other          Accumulated losses

                                                           Capital        Account         reserve          reserve           reserves                                Total
                                                    Notes  £              £               £                £                 £              £                        £

 Balance at 1 January 2024                                 5,710,812      35,605,370      1,024,486        310,803           450,000        (26,162,741)             16,938,730

 Period ended 30 June 2024
 Loss for the period                                       -              -               -                -                 -              (12,534,735)             (12,534,735)
 Other comprehensive income
 - Foreign currency translation from joint venture

                                                           -              -               -                (836,527)         -              -                        (836,527)
 - Foreign currency translation from subsidiaries

                                                           -              -               -                11,753            -              -                        11,753
 Share-based payments                                      -              -               84,428           -                 -              -                        84,428
 Balance at 30 June 2024                                   5,710,812      35,605,370      1,108,914        (513,971)         450,000        (38,697,476)             3,663,649

 Period ended 31 December 2024
 Loss for the period                                       -              -               -                -                 -              (3,912,474)              (3,912,474)
 Other comprehensive income
 - Foreign currency translation from joint venture

                                                           -              -               -                486,598           -              -                        486,598
 - Foreign currency translation from subsidiaries

                                                           -              -               -                20,501            -              -                        20,501
 Share-based payments                                      -              -               631,553          -                 -              -                        631,553
 Transfers to reserves                                     -              -               (1,274,269)      -                 -              1,274,269                -
 Issue of share capital                                    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

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                                         Share           Share         Currency

                                                          Share          Premium         option        translation       Other          Accumulated losses

                                                          Capital        Account         reserve       reserve           reserves                                Total
                                                   Notes  £              £               £             £                 £              £                        £
 GROUP

 Balance at 1 January 2025                                6,281,895      36,809,420      466,198       (6,872)           450,000        (41,335,681)             2,664,960

 Period ended 30 June 2025
 Profit for the period                                    -              -               -             -                 -              5,678,807                5,678,807
 Other comprehensive income
 - Foreign currency translation from subsidiaries

                                                          -              -               -             73,373            -              -                        73,373
 Share-based payments                                     -              -               351,334       -                 -              -                        351,334
 Transfers to reserves                                    -              -               (21,774)      -                 -              21,774                   -
 Issue of share capital                                   27,888         71,529          -             -                 -              -                        99,417
 Balance at 30 June 2025                                  6,309,783      36,880,949      795,758       66,501            450,000        (35,635,100)             8,867,891

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

                                                                                                                31 December 2024

                                                                              30 June          30 June

                                                                               2025             2024

                                                                      Notes
                                                                              unaudited        unaudited        audited
                                                                              £                £                £

 Cash flow from operating activities
 Cash absorbed by continuing operations                               22      (3,401,380)      (2,344,097)      (3,323,980)
 Cash generated by operating activities from discontinued operations

                                                                      23      165,485          -                (610,151)

 Net cash used in operating activities                                        (3,235,895)      (2,344,097)      (3,934,131)

 Investing activities
 Purchase of property, plant and equipment                                    (11,599)         (4,362)          (8,437)
 Purchase of intangible assets                                                (328,277)        (51,524)         (63,579)
 Interest received                                                            112,303          62,782           112,301
 Investing activities from discontinued operations                            (40,782)         -                (214,308)
 Proceeds from disposal of investment in subsidiary/ joint venture    9       8,740,023        -                1,935,912
 Cash generated from investing activities                                     8,471,668        6,896            1,761,889
 Movement in restricted cash and bank balances                                (1,529,634)      (50,668)         329,976

 Net cash generated from investing activities                                 6,942,034        (43,772)         2,091,865

 Financing activities
 Proceeds from issuance of ordinary shares,

 representing net cash generated from financing activities                    -                -                1,775,133

 Net increase/(decrease) in cash and cash equivalents                         3,706,139        (2,387,869)      (67,133)
 Cash and cash equivalents at beginning of the period/year                    2,783,262        3,684,541        2,833,857
 Foreign exchange                                                             141,540          (77,387)         16,538
 Cash and cash equivalents at end of the period/year                  13      6,630,941        1,219,285        2,783,262

 Relating to:
 Bank balances and short-term deposits                                        8,646,963        1,269,953        2,988,607
 Cash classified as held for sale                                             -                (50,668)         315,363
                                                                              8,646,963        1,219,285        3,303,970
 Cash restricted in use                                                       (2,016,022)      -                (520,708)
                                                                              6,630,941        1,219,285        2,783,262

 

NOTES TO THE FINANCIAL STATEMENTS

 

1.  Accounting policies

 

 

1.1  Company information

 

Seascape Energy Asia plc is an AIM public quoted company, limited by shares,
incorporated in England and Wales. The registered office is 5th Floor, One New
Change, London, EC4M 9AF. The principal activities of the Company and its
subsidiaries are to responsibly explore, develop, and produce hydrocarbons,
particularly gas.

 

On 25 April 2025, the Group invested in its newly incorporated subsidiary,
Seascape Energy Asia (One) Sdn. Bhd. at a nominal initial cost of £0.17
(equivalent to MYR 1.00).

 

 

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 British pounds 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.

 

The accounting policies adopted in the preparation of the consolidated
financial statements are consistent with those followed in the preparation of
the Group's consolidated financial statements for the year ended 31 December
2024. The Group has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.

 

Several amendments and interpretations apply for the first time in 2025, but
do not have an impact on the interim financial statements of the Group.

 

 

1.3  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.

 

 

1.4  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
10 for further details.

 

 

 

 

2.  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.

 

 

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.

 

 

Fair value of contingent consideration payable

 

Estimate and judgment was applied in fair valuing the contingent consideration
payable for the acquisition of SE 2A (previously Topaz Number One Limited) in
2023.  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 consideration payable to be
recognised. As disclosed in note 20, the contingent consideration was made up
of 3 tranches. Tranche 1 was settled in 2023 and tranche 2 was settled in 2025
upon the completion of the farmout of 2A PSC to INPEX. Only tranche 3 remains
as contingent on a successful hydrocarbon discovery over a certain volume
threshold and therefore subject to ongoing estimation and judgement.

 

 

3.  Operating segment

 

During the period, the Group had two reportable operating segments: Malaysia
and Head Office (30 June 2024 and 31 December 2024: Malaysia, Norway and Head
Office). Non-current assets and operating liabilities are located in Malaysia,
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 is 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.

 

 

                                            Malaysia   Head Office  Norway  Total
  30 June 2025                              £          £            £       £
 Loss from operations                       (515,523)  (2,096,845)  -       (2,612,368)
 Finance cost                               (19,265)   (7,798)      -       (27,063)
 Investment income                          15,954     95,923       -       111,877
 Loss before tax from continued operations  (518,834)  (2,008,720)  -       (2,527,554)
 Loss after tax from continued operations   (518,834)  (2,008,720)  -       (2,527,554)
 Gain from discontinued operations          -          8,206,361    -       8,206,361
 (Loss)/gain for period                     (518,834)  6,197,641    -       5,678,807

 

                                          Malaysia   Head Office  Norway  Total
  30 June 2025                            £          £            £       £
 Total assets by reportable segment       3,812,351  5,663,804    -       9,476,155
 Total assets                             3,812,351  5,663,804    -       9,476,155
 Total liabilities by reportable segment  (169,886)  (438,378)    -       (608,264)
 Total liabilities                        (169,886)  (438,378)    -       (608,264)

 

 

                                            Malaysia   Head Office  Norway       Total
  30 June 2024                              £          £            £            £
 Loss from operations                       (333,830)  (2,479,025)  -            (2,812,855)
 Finance cost                               -          (6,075)      -            (6,075)
 Investment income                          -          62,782       -            62,782
 Loss before tax from continued operations  (333,830)  (2,422,318)  -            (2,756,148)
 Loss after tax from continued operations   (333,830)  (2,422,318)  -            (2,756,148)
 Loss from discontinued operations          -          -            (9,778,587)  (9,778,587)
 Loss for period                            (333,830)  (2,422,318)  (9,778,587)  (12,534,735)

 

                                          Malaysia   Head Office  Norway     Total
  30 June 2024                            £          £            £          £
 Total assets by reportable segment       1,239,780  2,107,589    -          3,347,369
 Assets in disposal group held for sale   -          -            1,935,913  1,935,913
 Total assets                             1,239,780  2,107,589    1,935,913  5,283,282
 Total liabilities by reportable segment  (255,129)  (1,364,504)  -          (1,619,633)
 Total liabilities                        (255,129)  (1,364,504)  -          (1,619,633)

 

                                            Malaysia   Head Office  Norway        Total
  31 December 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)

 

                                              Malaysia   Head Office  Norway  Total
   31 December 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)

 

 

4.  Other income

 

               Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
               £                                        £                                        £

 Other income  209,878                                  718,620                                  934,570

For the period ended 30 June 2024 and the year ended 31 December 2024, other
income included a fee recharge with respect to manpower and management
services provided by Seascape Energy (SE Asia) Sdn. Bhd. to INPEX Malaysia
E&P (2A) Limited ("INPEX 2A"). Also included within 30 June 2024 number
was amounts charged to Longboat JAPEX Norge AS, which was fully divested in
July 2024. INPEX 2A was sold on 17 March 2025. In both cases all agreements
and recharges were terminated at the date of disposal.

 

 

5.  Employees

 

The average monthly number of persons (including directors) employed by the
Group 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:

 

                          Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                          £                                        £                                        £

 Executive Directors      3                                        3                                        4
 Non-executive Directors  3                                        5                                        2
 Staff                    5                                        13                                       10
 Total                    11                                       21                                       16

Their aggregate remuneration comprised:

 

                                                                  Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                                  £                                        £                                        £

 Wages, salaries and bonuses (including directors' remuneration)  672,262                                  1,178,827                                2,827,915
 Social security costs and insurance                              152,109                                  120,111                                  182,191
 Pension costs                                                    60,656                                   51,928                                   102,675
 Share based payment charge                                       358,066                                  84,427                                   527,411
 Remuneration - continuing operations                             1,243,093                                1,435,293                                3,640,192
 Remuneration - discontinued operations                           -                                        -                                        591,495

 

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.

 

 

6.  Operating loss from continuing operations

 

Operating loss for the period is stated after charging:

 

                                                                     Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024

                                                                     £                                        £                                        £

 Fees payable for the audit of the Parent Company and consolidated

   financial statements:
    - Current auditor                                                32,500                                   37,500                                   57,500
    - Former auditor                                                 -                                        -                                        20,510
                                                                     32,500                                   37,500                                   78,010

 Fees payable for the audit of the subsidiary financial statements:
    - Subsidiary's auditor                                           6,177                                    -                                        13,311

 Fees payable for non-audit services:
    - Current auditor                                                5,000                                    8,000                                    -
    - Former auditor                                                 -                                        188,790                                  188,200
                                                                     5,000                                    196,790                                  188,200

 Depreciation of property, plant and equipment                       3,933                                    4,522                                    7,407

 Legal, professional and business development expenditures           887,881                                  1,048,757                                1,679,985

 

7.  Finance costs

 

                                                              Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                              £                                        £                                        £

 Bank charges                                                 2,922                                    -                                        7,567
 Bank guarantee commission for Temaris PSC                    18,538                                   -                                        -
 Unwinding of discount on contingent consideration (Note 18)  5,603                                    6,075                                    14,114

                                                              27,063                                   6,075                                    21,681

 

8.  Investment income

 

                  Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                  £                                        £                                        £
 Interest income
 Bank deposits    111,877                                  62,782                                   111,758

 

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 4.3% to 4.55%.

9.  Profit/(loss) for the period from discontinued operations

 

On 17 March 2025, the Company completed the sale of its wholly-owned
subsidiary, Longboat Energy (2A) Limited (since renamed INPEX Malaysia E&P
2A Limited "INPEX 2A") to INPEX Corporation for initial cash consideration of
$10 million plus the reimbursement of historic costs.

 

The assets and liabilities of INPEX 2A ceased to be consolidated by the Group
following loss of control. The profit or loss of the entity is shown as
discontinued operations up to 17 March 2025.

 

                                                                  Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                                  £                                        £                                        £

 Other income                                                     9,669                                    -                                        -
 Expenses excluding exploration write-offs                        (5,229)                                  -                                        (40,829)
 Profit/(loss) before tax on discontinued operations              4,440                                    -                                        (40,829)

 Gain on disposal (1)                                             8,201,921                                -                                        -
 Share of loss from equity accounted joint venture                -                                        (3,009,250)                              (3,009,250)
 Impairment loss on equity accounted joint venture (2)            -                                        (6,769,337)                              (6,505,191)
 Share based payments and currency translation difference from

   joint venture                                                  -                                        -                                        (1,206,439)

 Total profit/(loss) after tax from discontinued operations       8,206,361                                (9,778,587)                              (10,761,709)

 Profit/(loss) per share from discontinued operations (note 10):
 Basic                                                            13.03                                    (17.12)                                  (18.30)
 Diluted                                                          0.11                                     (17.12)                                  (18.30)

 

1      At the date of disposal, the fair value of the subsidiary was
calculated based on the fair value of the consideration received.

 

                                            30 June 2025
                                            £

 Fair value consideration                   8,740,023
 Net assets at date of loss of control      (538,102)
 Gain on disposal                           8,201,921

(
)

At the date of completion, the assets and liabilities of INPEX 2A were
deconsolidated reflecting the disposal of the subsidiary.  Details of the
balances at the date of completion are shown below:

 

 Assets and liabilities deconsolidated         18 March 2025

                                               £

                                               £

 Intangible assets                             650,229
 Trade and other receivables                   67,844
 Cash and bank balances                        79,398
 Total assets                                  797,471

 Trade and other payables                      (243,230)
 Other current liabilities                     (16,139)
 Total liabilities                             (259,369)

 Net Assets                                    538,102

 

2      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.

 

 

 

10.    Earnings/(losses) per share

 

                                                                       Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                                       £                                        £                                        £

 Number of shares
 Weighted average number of ordinary shares for basic earnings         62,980,721

   per share                                                                                                    57,108,136                               57,545,029
 Number of share options issued for basic earnings per share           9,127,642                                -                                        -
                                                                       72,108,363                               57,108,136                               57,545,029

 Earnings/ (losses)
 Earnings/ (losses) for basic and diluted losses per share being

   net loss attributable to equity shareholders of the Company for:
 Continuing operations                                                 (2,527,553)                              (2,756,148)                              (5,685,500)
 Discontinued operations                                               8,206,361                                (9,778,587)                              (10,761,709)

 Earnings/ (losses) per share (expressed in pence)
 Basic from continuing operations                                      (4.01)                                   (4.83)                                   (9.88)
 Basic from discontinued operations                                    13.03                                    (17.12)                                  (18.70)

 Diluted from discontinued operations                                  0.11                                     -                                        -

 

Basic and diluted earnings/ (losses) per share are calculated by dividing the
earnings/ (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.

 

 

11.    Intangible assets

 

                                         Exploration and evaluation assets

                                                                                Software       Total
                                         £                                      £              £

 Cost
 At 1 January 2024                       572,512                                -              572,512
 Additions (1)                           100,586                                -              100,586
 Foreign currency adjustments            2,461                                  -              2,461
 At 30 June 2024                         675,559                                -              675,559
 Additions (1)                           177,411                                -              177,411
 Foreign currency adjustments            14,862                                 -              14,862
 Reclass to Asset held for sale(2)       (582,474)                              -              (582,474)
 At 31 December 2024 and 1 January 2025  285,358                                -              285,358
 Additions (1)                           297,383                                30,894         328,277
 Disposal                                (26,973)                               -              (26,973)
 Foreign currency adjustments            (35,131)                               (1,696)        (36,827)
 At 30 June 2025                         520,637                                29,198         549,835

 Carrying amount
 At 30 June 2024                         675,559                                -              675,559
 At 31 December 2024                     285,358                                -              285,358
 At 30 June 2025                         520,637                                29,198         549,835

 

1      During the period, the Group capitalised addition of Intangible
Assets primarily relates to the pre-development costs incurred for newly
awarded Production Sharing Contract for the DEWA Complex Cluster and Temaris
Cluster awarded on 21 October 2024 and 13 June 2025 respectively

 

2      On 30 November 2024, the Group entered into an agreement with
INPEX Corporation to farm out its interest in the 2A PSC through the sale of
INPEX 2A. As at 31 December 2024, the exploration and evaluation assets held
in the 2A PSC had been reclassified to Assets held for sale. On 17 March 2025,
the assets held for sale were fully disposed of upon the completion of the
sale of 2A PSC to INPEX Corporation.

 

 

 

 

12.    Property, plant and equipment

 

                                          Fixtures

                                          and fittings       Computers       Total
                                          £                  £               £

 Cost
 At 1 January 2024                        1,407              38,132          39,539
 Additions                                -                  4,362           4,362
 At 30 June 2024                          1,407              42,494          43,901
 Additions                                -                  4,075           4,075
 Foreign currency adjustments             -                  126             126
 At 31 December 2024                      1,407              46,695          48,102
 Additions                                1,787              9,812           11,599
 Foreign currency adjustments             -                  (901)           (901)
 At 30 June 2025                          3,194              55,606          58,800

 Accumulated depreciation
 At 1 January 2024                        938                28,240          29,178
 Charge for the six-month period          235                4,288           4,523
 At 30 June 2024                          1,173              32,528          33,701
 Charge for the six-month period          234                2,650           2,884
 Foreign currency adjustments             -                  22              22
 At 31 December 2024                      1,407              35,200          36,607
 Charge for the six-month period          178                3,755           3,933
 Foreign currency adjustments             -                  (196)           (196)
 At 30 June 2025                          1,585              38,759          40,344

 Carrying amounts
 At 30 June 2024                          234                9,967           10,201
 At 31 December 2024                      -                  11,495          11,495
 At 30 June 2025                          1,609              16,847          18,456

 

13.    Cash and cash equivalents

 

 

                                           Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                           £                                        £                                        £

 Cash and bank balances                    8,646,963                                1,269,953                                2,988,607

   Less: cash restricted in use            (2,016,022)                              (50,668)                                 (520,708)

 Unrestricted cash and bank balances       6,630,941                                1,219,285                                2,467,899

    Add: cash included as held for sale    -                                        -                                        315,363

 Cash and cash equivalents                 6,630,941                                1,219,285                                2,783,262

Cash restricted in use for the period ended 30 June 2025 represents deposits
placed with financial institutions in support of guarantees issued in favour
of PETRONAS equivalent to the value of the minimum work commitments to be
carried out by SE One (£1,529,634) and SE Dewa (£486,388) (31 December 2024:
SE Dewa amounted to £520,708 and 30 June 2024: Longboat Japex amounted to
£3,197 and INPEX 2A amounted to £47,471).

 

 

14.    Trade and other receivables

 

                                 Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                 £                                        £                                        £

 Current
 Trade receivables               1,182                                    -                                        1,220
 Receivables from joint venture  -                                        752,697                                  -
 VAT recoverable                 88,546                                   136,211                                  71,383
 Other receivables               42,093                                   444,039                                  14,678
 Deposits                        5,797                                    -                                        1,522
                                 137,618                                  1,332,947                                88,803
 Prepayments                     123,283                                  58,709                                   24,124
                                 260,901                                  1,391,656                                112,927

 

The directors consider that the carrying amount of trade and other receivables
approximates to their fair value.

 

Receivables from joint venture include expenses and management service charges
to Longboat JAPEX, all amounts were fully repaid during the financial year
2024.

15.    Assets and liabilities held for sale

 

                                                Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                £                                        £                                        £

 Intangible assets                              -                                        -                                        582,474
 Other receivables                              -                                        -                                        120,733
 Cash at bank                                   -                                        -                                        315,363
 Investment in joint venture                    -                                        1,935,913                                -
 Total assets classified as held for sale       -                                        1,935,913                                1,018,570

 Trade and other payables                       -                                        -                                        71,388
 Total liabilities classified as held for sale  -                                        -                                        71,388

 

On 17 March 2025, the assets and liabilities classified as held for sale were
fully derecognised upon the completion of the sale of 2A PSC to INPEX
Corporation. Please refer to note 9 for further details.

 

 

16.    Trade and other payables

 

                                     Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                     £                                        £                                        £

 Trade payables                      170,996                                  102,758                                  76,299
 Accruals                            198,912                                  652,705                                  540,068
 Social security and other taxation  43,751                                   65,204                                   39,085
 Payables to joint venture           -                                        443,833                                  -
 Other payables                      -                                        109,370                                  13,905
 Trade and other payables            413,659                                  1,373,870                                669,357

 

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 period end.

 

The directors consider that the carrying amount of trade and other payables
approximates to their fair value.

 

17.    Provisions

 

                                            Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                            £                                        £                                        £

 Provision for deferred salaries and bonus  -                                        -                                        702,000

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. The bonus and
deferred salaries were fully paid during the financial period 30 June 2025.

 

 

18.    Contingent consideration

 

                                                        £

 At 1 January 2024                                      239,688
 Unwinding of discount (Note 7)                         6,075
 At 30 June 2024                                        245,763
 Change in estimate                                     55,023
 Unwinding of discount                                  8,039
 At 31 December 2024                                    308,825
 Change in estimate                                     (23,879)
 Unwinding of discount (Note 7)                         5,603
 Settlement of tranche 2 consideration                  (96,334)
 At 30 June 2025                                        194,215

 

Acquisition of SE 2A

 

 

As part of the purchase agreement with the vendor of SE 2A , the consideration
was made up of three tranches.

 

Tranche 1 was equivalent to $100k, 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 $125k, 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 before 12 September 2028). The payment
will be equivalent of $1.0 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 $2.0 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 SE 2A'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 SE 2A, 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 $300k (£200k). A change of probability of success by 5
percentage points would lead to a 33% change in the fair value consideration
of SE 2A, 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.

 

 

19.    Called up share capital

 

                                                               Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                               £                                        £                                        £

 Authorised, called up, allotted and fully paid
 63,097,816 ordinary shares

 (30 June 2024: 57,108,136 and 31 December 2024: 62,818,946)   6,309,783                                5,710,812                                6,281,895

Each ordinary share has a par value of £0.10.

The share capital issues during 2024 and 2025 are summarized as follows:

 

                                                                  Number of shares      Nominal

                                                                                        value
                                                                                        £
 At 1 January 2024 and 30 June 2024                               57,108,136            5,710,812
 Shares issued for cash                                           5,710,810             571,083
 At 31 December 2024 and 1 January 2025                           62,818,946            6,281,895
 Shares issued for settlement of Tranche 2 consideration          278,870               27,888
 At 30 June 2025                                                  63,097,816            6,309,783

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.

 

On 18 March 2025, the Company issued 278,870 new ordinary shares for the
settlement of Tranche 2 consideration for the acquisition of SE 2A.

 

 

 

 

20.    Share premium account

 

                                                                          £

 At 1 January 2024 and 30 June 2024                                       35,605,370
 Shares issued for cash                                                   1,427,460
 Costs of share issue                                                     (223,410)
 At 31 December 2024 and 1 January 2025                                   36,809,420
 Shares issued for settlement of Tranche 2 consideration                  71,529
 At 30 June 2025                                                          36,880,949

 

21.    Share-based payments

 

                                      Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                      £                                        £                                        £

 At the beginning of the period/year  466,198                                  1,024,486                                1,024,486

 UK & head office                     235,407                                  84,428                                   424,648
 Malaysia                             115,927                                  -                                        104,575
 Norway (discontinued operations)     -                                        -                                        186,758
 Transfers to retained earnings       (21,774)                                 -                                        (1,274,269)

 At the end of the period/year        795,758                                  1,108,914                                466,198

 

                                      Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                      No.                                      No.                                      No.

 At the beginning of the period/year  9,229,160                                6,180,911                                6,180,911

 UK & head office
 Awarded                              -                                        -                                        5,103,549
 Lapsed                               (62,153)                                 (1,192,450)                              (2,344,068)
 Malaysia
 Awarded                              -                                        -                                        2,346,887
 Norway
 Forfeited (discontinued operations)  (39,365)                                 (197,200)                                (2,058,119)

 At the end of the period/year        9,127,642                                4,791,261                                9,229,160

 

During the period, 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.

22.    Cash absorbed by continuing operations

 

                                                                   Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                                   £                                        £                                        £

 Loss for the period before tax before other comprehensive income  (2,527,554)                              (2,756,148)                              (5,685,081)

 Add back:
 Interest payable                                                  -                                        6,075                                    -
 Interest receivable                                               (111,877)                                (62,782)                                 (111,758)
 Depreciation                                                      3,933                                    4,523                                    7,407
 Equity settled share-based payment expense                        358,066                                  84,428                                   527,411
 Unwinding discount on contingent consideration                    5,603                                    -                                        14,114
 Changes in estimate on contingent consideration                   (23,879)                                 -                                        55,023

 Movements in working capital:
 (Increase)/decrease in trade and other receivables                (147,974)                                (48,306)                                 1,121,103
 (Decrease)/increase in trade and other payables                   (255,698)                                428,113                                  45,801
 Movement in provision                                             (702,000)                                -                                        702,000
 Cash absorbed by operations                                       (3,401,380)                              (2,344,097)                              (3,323,980)

 

23.    Cash absorbed by discontinuing operations

 

                                                  Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                                                  £                                        £                                        £

 Profit/(loss) for the period after tax before

   other comprehensive income                     8,206,361                                (9,778,587)                              (10,761,709)

 Add back:
 Gain on disposal of subsidiary                   (8,201,921)                              -                                        -
 Interest receivable                              (427)                                    -                                        (543)
 Share-based payment expense                      -                                        -                                        544,830
 Loss from investment                             -                                        3,009,250                                3,670,859
 Impairment loss on investment                    -                                        6,769,337                                6,505,191

 Movements in working capital:
 Increase in trade and other receivables          (26,509)                                                                          (369,485)
 Increase/(decrease) in trade and other payables  187,981                                                                           (199,294)
 Cash absorbed by discontinued operations         165,485                                  -                                        (610,151)

24.    Minimum financial commitments

 

                       Six-month period ended 30 June 2025      Six-month period ended 30 June 2024      Year ended 31 December 2024
                       £                                        £                                        £

 Dewa Complex Cluster  466,174                                  -                                        510,188
 Temaris Cluster       1,529,634                                -                                        -
                       1,995,808                                -                                        510,188

 

(i)    SE Dewa holds a 28% participating interest and a further 12% paying
interest (on behalf of Petroleum Sarawak Exploration & Production Sdn.
Bhd.) in the Dewa Complex Cluster, and is obligated to carry out the minimum
work commitments as stated in the production sharing contract which includes a
detailed resource assessment and submission of a Field Development and
Abandonment Plan to PETRONAS within two years. The cost to be incurred by SE
Dewa in regard to the work commitments are estimated to be £466,174
($640,000).

 

 

(ii)    SE One holds a 100% operating interest in Temaris Cluster, and is
obligated to carry out the minimum work commitments as stated in the
production sharing contract which includes geological and geophysical studies,
3D seismic reprocessing and the submission of a Field Development and
Abandonment Plan to PETRONAS within 18 months of the effective date. The cost
to be incurred by SE One in regard to the work commitments is estimated to be
£1,529,634 ($2,100,000).

 

 

 

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