REG - United Oil & Gas PLC - Final Results
26/06/2025 14:45
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RNS Number : 6154O United Oil & Gas PLC 26 June 2025
United Oil & Gas PLC / Index: AIM / Epic: UOG / Sector: Oil & Gas
26 June 2025
United Oil and Gas plc
("United" or "the Company")
Final audited results for the year ended 31 December 2024
United Oil & Gas Plc (AIM: "UOG"), the oil and gas company with a high
impact exploration asset in Jamaica and a development asset in the UK is
pleased to announce the publication of its audited results for the year ended
31 December 2024, extracts from which are set out below. The final audited
results are being posted to shareholders and will shortly be available on the
Company's website at https://www.uogplc.com/investors/reports-cpr/
Brian Larkin, CEO, commented:
"2024 was a year of significant progress and resilience for United. While we
began the year navigating a default notice in Egypt driven primarily by
foreign exchange losses due to the geopolitical environment impacted by the
war in the middle east. We resolved this constructively, recovering $1.6
million from our receivables and bringing closure to this chapter.
At the same time, we made important progress across our portfolio. Early in
2024, United secured a two-year extension to our Walton Morant licence in
Jamaica, a significant milestone that extended our licence through to January
2026. This was further strengthened post-period end, with a second two-year
extension granted in March 2025, securing tenure of licence through to January
2028 on what is now our most material asset.
The Company's full focus is now on Jamaica. With over 40 leads mapped in a
proven working petroleum system, Walton Morant offers a rare combination of
frontier exploration upside, regional infrastructure proximity, and a stable
jurisdiction close to the USA.
Appetite for high-impact exploration is returning. Against this backdrop, our
farm-out strategy has gained renewed momentum and have several parties under
NDA.
Permitting activities for the next phase of technical de-risking are
advancing. Regulatory approvals for a piston core sampling programme are
progressing well, and we look forward to providing further updates in the
coming months.
With a streamlined portfolio, strengthened asset base, and clear strategic
focus, United enters the second half of 2025 well positioned to deliver
long-term value for shareholders."
Financial summary
· Loss after tax ($2.44m) (2023: Loss ($20.37m))
· Group Cash balances as at 31 December 2024 were $0.8m (2023: Cash
balances $2.0m)
· Cash capital expenditure was $1.3m (2023: $6.2m)
Outlook
· Additional two-year licence extension granted for the Walton
Morant licence to January 2028
· Permitting process advancing for piston core sampling to support
next-phase technical de-risking
· United received £0.14 million from an existing shareholder and
saw 48 million warrants exercised, further strengthening working capital
position
ENDS
This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU which is part of domestic UK law pursuant to the
Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
Enquiries
United Oil & Gas Plc (Company)
Brian Larkin, CEO brian.larkin@uogplc.com (mailto:brian.larkin@uogplc.com)
Beaumont Cornish Limited (Nominated Adviser)
Roland Cornish | Felicity Geidt | Asia Szusciak +44 (0) 20 7628 3396
Shard Capital Limited (Joint Broker) +44 (0) 207 186 9900
Damon Heath | Isabella Pierre
Tennyson Securities (Joint Broker)
Peter Krens +44 (0) 20 7186 9030
Optiva Securities Limited (Joint Broker)
Christian Dennis +44 (0) 20 3137 1902
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Notes to Editors
United Oil & Gas is an oil and gas company with a development asset in
the UK and a high impact exploration licence in Jamaica.
The business is led by an experienced management team with a strong track
record of growing full cycle businesses, partnered with established industry
players and is well positioned to deliver future growth through portfolio
optimisation and targeted acquisitions.
United Oil & Gas is listed on the AIM market of the London Stock
Exchange. For further information on United Oil and Gas please
visit www.uogplc.com (http://www.uogplc.com)
Chief Executive Officer and
Interim Chair review
Dear Shareholders,
In our September 2024 Half-Year Results announcement, we reported a
challenging start to the year, primarily due to foreign exchange issues in
Egypt in 2023. These issues led to a default notice from the operator of the
Abu Sennan concession in January 2024. Although we were in talks to sell our
22% interest, legal advice prevented us from finalising the draft Sale and
Purchase Agreement (SPA), despite efforts to reach an acceptable deal.
We received $1 million from our receivables with EGPC in April 2024, followed
by a final payment of approximately $0.6 million in December 2024. In October
2024, we reached a settlement with our Joint Venture Partners, allowing us to
withdraw from the Abu Sennan concession, subject to formal approvals from the
Egyptian General Petroleum Corporation (EGPC) and the Minister which was
received in March 2025.
In January 2024, the Walton Morant licence in Jamaica was extended by two
years, until 31 January 2026.
In March 2024, United raised £1 million (gross) through an equity placing to
support operations.The following month, we announced a five-year extension to
the Waddock Cross licence.
Also in March 2024, Herona Thompson was appointed Country Manager for Jamaica,
further strengthening our team.
In December 2024, United announced plans to raise an additional £0.7 million
(gross) to support operations and align costs with the current scale of the
business. An initial £0.385 million was raised that month, with the balance
and related warrants subject to approval at an EGM held in January 2025.
Waddock Cross
Following the five-year licence extension announced in early 2024, we continue
to progress plans for redevelopment of Waddock Cross, a low-risk, high margin
opportunity that supports our growth strategy.
We have continued discussions with the operator, Egdon Resources, to outline a
programme for restarting production. Encouraging reservoir modelling estimates
57 million barrels of Stock Tank Oil Initially in Place. Plans include a new
horizontal well, which could produce 500-800 barrels of oil per day (gross),
with around 1 million barrels of gross recoverable oil upon redevelopment.
Jamaica - a transformational asset with significant support from government
In January 2024, we secured a two-year extension to the Walton Morant licence
in Jamaica. As part of this extension, United committed to additional
technical work, including piston core sampling and seismic reprocessing, to
further de-risk the petroleum system. We are currently in the planning and
permitting phase while actively pursuing a farmout of the opportunity. We
remain aligned with the Jamaican Government and committed to unlocking the
area's significant hydrocarbon potential.
In March 2025, the licence was extended by a further two years, now valid
until 31 January 2028.
This strategic shift allows the Company to focus its resources and expertise
on its assets in Jamaica and the UK onshore, where it sees strong potential
for growth and value creation.
Financial performance
2024 was a challenging financial year for United, this reflected the change in
the company direction, as it no longer had any producing assets and the focus
was on it's remaining exploration and appraisal assets. This required the
company to raise funds twice during the year, £1m in March 2024 and this was
followed by another £700k in December 2024/ January 2025. The Company
received USD $1 million in April 2024 and the final receivables from Egypt of
USD $591,595 in December 2024.
The loss for the year reflects the change in direction of the company and it
has taken steps to significantly reduce it's cost base to reflect this new
reality.
Post year end
In January 2025, United concluded the EGM for the equity placing initiated in
December 2024. All resolutions were passed, enabling the equity placing and
warrant issuance to proceed. Following the EGM, the Chairman resigned, and I
was appointed Interim Chairman until a permanent replacement is found.
In Jamaica, we secured an early two-year extension to our licence, extending
its term to 31 January 2028.
Strategy
Our focus is progressing the farm-out of our Jamaican exploration asset, while
continuing to
engage with Egdon on the plans for Waddock Cross.
At the same time however, we continue to receive and evaluate opportunities to
grow our business and we keep an open mind on those possibilities where
value-adding for shareholders while not being distracted from our current
focus on Jamaica and the UK.
Board and governance
Graham Martin stepped down as Chairman of the Board on 8 January 2025. I was
appointed Interim Chairman until a suitable successor is identified. Graham
was a valued member of the Board, and we wish him every success in the future.
Dialogue with shareholders
Shareholders' views on the company, its strategy, and indeed all aspects of
our business and
operations are very important to the Board, and we welcome every opportunity
to engage. I can
be reached via the Company Secretary at: info@uogplc.com
(mailto:info@uogplc.com) .
Conclusion and outlook for 2025
2024 was a challenging year for the company, and I want to thank our
executives and staff for their loyalty and dedication during that time. The
withdrawal from the Egyptian business left us with a number of issues to
resolve, predominantly, an orderly exit from Egypt and reducing our cost base.
I am pleased that we have made progress with costs at a minimum for a listed
company and the exit from Egypt completed. We continue to look for low cost,
high impact opportunities to add to our portfolio without losing focus on our
Jamaican farm-out efforts.
The early months of 2025 have been encouraging, marked by the successful
equity raise in January and the early two-year licence extension in Jamaica,
now valid until 31 January 2028.
This was followed by a further £140k raise by an existing shareholder in May
2025 and the exercise of 48m warrants. These developments enable us to focus
on the Jamaica farm-out and advance our broader strategic goals.
We look ahead to the rest of the year with optimism.
Brian Larkin
Chief Executive Officer and Interim Chair
Review of operations
2024 was a year of operational stability and progress on our UK and Jamaican
Licences. The Company was defaulted out of the Egyptian Concession early in
the year and reached a final settlement agreement with the Egyptian Partners
in October 2024 which was subject to obtaining formal approval for withdrawal
from the concession from the Minister which was received in March 2025.
The Company received a two-year licence extension in Jamaica in January 2024
and then was granted another two-year licence extension in March 2025,
extending the licence period until January 2028. This was then followed by a
five-year licence extension in March 2024 for the Waddock Cross licence in the
UK. The company continued with it's farmout efforts in Jamaica and progressed
the planning and permitting for the work program. The company had no
environmental or work-related incidents.
Jamaica - Walton Morant licence
(100% Working Interest)
The Walton Morant licence is a 22,400 km2 offshore exploration block situated
to the south of the island of Jamaica. Although considered to be a frontier
exploration licence, it benefits from excellent data coverage, including 2,250
km2 of 3D data, and this has helped define multiple plays, and material
prospectivity within the acreage. Over 7 billion barrels of mean/mid-case
recoverable unrisked potential prospective resources have been identified
within the Walton Morant Licence area. This estimation is based on United's
arithmetic sum of the mean/mid-case prospective resources for each prospect
and lead identified by United and previous operators. The area includes over
21 prospects and leads, each containing more than 100 million barrels of oil.
The largest of which potentially contains more than 1.1 billion barrels mid
case prospective resource recoverable.
There are 11 high grade prospects and leads included in the Gaffney Cline and
Associates Prospective Resources Report which contains over 2.4 billion
barrels of recoverable unrisked mean prospective resources potential,
containing several 3D-defined prospects and 2D leads.
Through 2024, United continued to progress the agreed technical work programme
by advancing the planning and permitting. United continued to constructively
engage with the Jamaican Ministry of Science, Energy, Telecommunications and
Transport (MSETT) throughout 2024. In March 2025, United announced an
agreement with MSETT to extend the Initial Exploration Phase of the licence
for a further 2 years. The licence now runs until January 2028 before a
"drill-or-drop" decision is required to move into the Second Exploration Phase
of the licence, a 2-year phase that carried a well commitment.
United continues to run a farm-out campaign to attract partners to the Licence
and its undoubted potential. The farm-out campaign remains a key focus for
United as we seek to move this potentially transformational project forward.
Envoi Ltd has continued to be engaged as advisor on the farm-out process with
a view to attracting potentially interested parties to the opportunity. United
are in discussions with a number of companies who have expressed an interest
in the opportunity, and United remain confident of attracting a partner to the
Licence.
UK Onshore - Waddock Cross Oil Field
(26.25% Non-Operated Working Interest)
United currently hold a 26.25% non-operated working interest in the Waddock
Cross oil field
redevelopment project, which is located onshore southern UK in Dorset. The
field redevelopment is located ~12 km west of the Wareham oilfield, and ~15km
west of the giant Wytch Farm Oil Field, which is one of the largest onshore
oilfields in western Europe. The project is operated by Egdon Resources who
are highly experienced in operating oil and gas exploration and production
activities onshore UK.
In April 2024, the partnership received a 5-year extension to the PL090
licence which contains the Waddock Cross field from the North Sea Transition
Authority, which is the industry regulator in the UK.
Waddock Cross was the first asset United Oil & Gas acquired in 2016,
shortly after the company was set up, and is a key asset for the company.
Reservoir modelling work recently completed by the operator estimates that
Waddock Cross contains a significant Initial in Place oil volume of 57 mmbbls.
A new well with a short horizontal section in the reservoir could yield
commercial oil production of between 500 and 800 bopd and such a horizontal
well could ultimately result in the recovery of around 1 mmbbls of oil.
Initial well planning and production facilities design has been completed.
Further planning permission and permitting application processes are
continuing ahead of plans to drill and we look forward to providing updates as
and when these planning and permitting milestones are achieved. United
continues to support the operator in their planning and permitting efforts and
to deliver the well which will hopefully result in near-term, low-risk,
low-cost, high-value production barrels for the benefit United and our
shareholders.
Egypt - Abu Sennan
On 18 January 2024, United received a default notice from Kuwait Energy Egypt
Limited, the operator of the Abu Sennan Concession. The Company did not remedy
the default and reached agreement with the Joint Venture partners in October
2024 and all paperwork for the withdrawal from the concession is completed
which is subject to the Minister's approval. Consequently, the company no
longer has any operation in Egypt to report.
Financial Review
This Financial Review outlines the Group's financial performance for the year
ended 31 December 2024, and United's financial position as of that date.
The Group's 2024 performance differs significantly from 2023, primarily
because the company no longer holds producing assets generating free cash
flow. With the exit from the Abu Sennan concession in Egypt, the focus shifted
to restructuring the cost base to align with the company's asset profile.
The 2024 results reflect a business centred on exploration and appraisal
assets. As such, the emphasis is not on earnings per share, but on unlocking
value from the Jamaican exploration asset and the Waddock Cross appraisal
asset.
Group administrative expenses
Total Group administration costs from continuing operations for the year were
$1.9m (2023: $3.7m) which includes the adjustment for the non-cash items under
IFRS 2 Share Based Payment, impairment of assets and IFRS 16 Leases. Included
in Administrative expenses are foreign exchange losses of $0.5m (2023: $1.2m).
The Group is reviewing a number of initiatives to further reduce General and
Administration costs whilst ensuring continuity of operational capability.
These will be ongoing during the year to ensure we maximise cost savings where
possible.
Group depreciation, depletion and amortisation (DD&A)
For 2024, the group incurred $79k (2023: $98k) in depreciation from continuing
operations which was related to office leases and furniture and fittings.
Divestments
In January 2024, the company announced it had received a default notice for
$3,822,143 from Kuwait Energy Egypt Limited, the operator of the Abu Sennan
concession. Since late 2023, the Group had been in advanced negotiations with
a subsidiary of Kuwait Energy Egypt Limited to acquire a 22% interest.
However, the deal was abandoned following legal advice, despite efforts to
reach mutually acceptable terms. The Group did not remedy the default and
instead reached a settlement with the Joint Venture Partners in October 2024,
pending approval from the Egyptian General Petroleum Corporation and the
Minister. Egypt had been classified as discontinued operations in 2023.
Taxation and other income
There was no tax charge in 2024.
Loss post tax
The loss for the year from operations was $2.4m (2023: loss: $20.4m).
Cash flow
Net cashflow used in continuing operations amounted to $0.11m (2023: $10.1m).
The decrease year upon year is related to the disposal of the Egyptian assets
from the Group, along with cost control and liquidity management both served
to protect the cashflows.
Balance sheet
Intangibles Assets increased during the year to $7.4m (2023: $6.1m). Additions
for the year amounted to $1.3m, with $1.2m added in Jamaica and $0.1m on UK
assets.
Going concern
The Group's business activities, together with the factors likely to affect
its future development,
performance and position are set out in the Chief Executive Officers and
Interim Chair's statement and the Strategic Report.
Monitoring and Forecasting Activities
United regularly monitors its cash flows, and liquidity through detailed
forecasts. These include scenario and sensitivity analyses, which are reviewed
by the Board and may impact the Group's future performance.
A base case scenario has been developed that includes budgeted commitments, an
equity raise in Summer 2025, a Jamaican farmout covering some back costs and
all forward current work program costs by November 2025, and the exercise of
48 million warrants in June 2025 and 300 million in December 2025.
The company currently has no revenue and is operating at an annual loss and
shows a current
net liability as at 31 December 2024. Its only funding options are through
warrant exercises, a Jamaican farmout deal covering back and future work
program costs, or equity financing.
Key Assumptions and Sensitivities
The key assumptions and related sensitivities include a "Reasonable Worst
Case" ("RWC")
sensitivity where the Board has considered a scenario with significant
aggregated downside,
including a delay in the farmout, delay in exercise of warrants and an equity
raise.
Under the combined RWC, the Group forecasts there will be sufficient resources
to continue in operational existence for the foreseeable future. The various
assumptions considered were:
a. No Jamaican farmout within 12 months
b. No warrant exercises beyond 48 million in June 2025
c. Additional equity requirements
Despite these risks, the Group expects to maintain sufficient resources for
ongoing operations.
While it is unlikely that all these downside events will occur simultaneously,
the Group has identified mitigating actions. These include deferring some
capital expenditure and some further reduction to the cost base which would
reduce costs by 10%, and potentially raising equity, though success would
depend on market conditions and cannot be guaranteed.
Based on past experience, the Directors believe an equity raise is likely to
be successful.
According to current forecasts, the Group and Company are expected to meet all
liabilities as they fall due.
The Directors also consider it reasonably likely that a Jamaican farmout will
be achieved or, if necessary, that additional equity funding can be secured.
However, neither outcome is guaranteed.
The Directors have considered the various matters set out above and have
concluded that a material uncertainty exists that may cast significant doubt
on the ability of the Group and Company to continue as a going concern and the
Group and Company may therefore be unable to realise their assets or discharge
their liabilities in the normal course of business.
Nevertheless, after making enquiries and considering the uncertainties
described above, the Directors are of the view that the Group and Company will
have sufficient cash resources available to meet their liabilities and
continue in operational existence for at least 12 months from the date of
approval of these 2024 financial statements.
On that basis, the Directors consider it appropriate to prepare the financial
statements on a going concern basis. These financial statements do not include
any adjustment that would result from the going concern basis of preparation
as not appropriate to use.
Financial outlook
United's financial strength is built on a long-term, prudent approach to
capital management that creates value for shareholders.
We have streamlined operations and reduced costs while exploring new
opportunities. In 2025, our priority will be maintaining financial discipline
as we recover from the setbacks of 2024.
Our key initiative for 2025 is the Jamaica farmout, alongside ongoing
preparations for drilling the Waddock Cross well.
Following year-end, we completed a £700k (gross) placing and associated
warrants in January 2025, originally launched in December 2024.
In March 2025, we received confirmation of a two-year extension to the
Jamaican licence, now valid until 31 January 2028.
In May 2025, we raised £140k from a current shareholder and 48m warrants were
exercised.
Based on our current cash position and projections outlined in the going
concern note, United is expected to have sufficient resources for the next
12months.
Simon Brett
Interim Chief Financial Officer
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes 2024 2023
$ $
Continuing operations:
Revenue 2 - -
Other income 2 - -
Cost of sales - -
Gross profit - -
Administrative expenses:
Other administrative expenses (963,968) (1,065,013)
New Venture write offs (392,182) (1,428,875)
Foreign exchange losses (550,531) (1,204,458)
Operating loss 3 (1,906,681) (3,698,346)
Finance expense (15,478) (77,632)
Loss before taxation (1,922,159) (3,775,978)
Taxation 4 - -
Loss for the financial year attributable to the Company's equity shareholders (1,922,159) (3,775,978)
from continued operations
Loss for the year from discontinued operations 1 (519,248) (16,589,188)
Loss for the financial year attributable to the Company's equity shareholders (2,441,407) (20,365,166)
Total loss per share
From continuing operations expressed in cents per share:
Basic 5 (0.18) (0.58)
Diluted (0.18) (0.58)
From continuing and discontinued operations expressed in cents per share:
Basic 5 (0.23) (3.10)
Diluted (0.23) (3.10)
Consolidated Statement of Comprehensive Income
2024 2023
$ $
Loss for the financial year (2,441,407) (20,365,166)
Foreign exchange (losses)/gains (33,636) 9,499
Total comprehensive expense for the financial year attributable to the (2,475,043) (20,355,667)
Company's equity shareholders
Consolidated Balance Sheet as at 31 December 2024
Notes 2024 2023
Assets $ $
Non-current assets
Intangible assets 6 7,413,030 6,138,180
Property, plant and equipment 7 867 87,539
7,413,898 6,225,719
Current assets
Trade and other receivables 8 67,728 2,012,258
Cash and cash equivalents 9 775,288 1,992,496
843,016 4,004,754
Current liabilities:
Trade and other payables 11 (1,858,271) (1,900,774)
Borrowings (189,356) (1,189,356)
Lease liabilities - (94,348)
(2,047,627) (3,184,478)
Non-current liabilities:
Provisions (254,933) (254,068)
Lease liabilities - -
(254,933) (254,068)
Net assets 5,954,354 6,791,927
Equity and liabilities
Capital and reserves
Share capital 10 8,850,905 8,839,679
Share premium 10 18,440,093 16,798,823
Share-based payment reserve 2,126,752 2,511,686
Merger reserve (2,697,357) (2,697,357)
Translation reserve (1,032,274) (998,638)
Retained earnings (19,733,765) (17,662,266)
Shareholders' funds 5,954,354 6,791,927
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER
2024 2023
$ $
Cash flow from operating activities
Loss for the financial year before tax (2,441,407) (18,157,008)
Share-based payments (15,026) 188,849
Depreciation & Amortisation 78,574 3,618,163
Impairment of intangible assets - 2,602,234
Impairment of production assets - 21,715,270
Interest expense 15,478 78,424
Foreign exchange movements 581,067 1,334,903
Tax paid - (2,208,157)
(1,781,314) 9,172,678
Changes in working capital
Increase in inventory - 268,859
Decrease in trade and other receivables 1,944,531 2,457,234
Decrease in trade and other payables (53,790) (1,797,824)
Cash inflow from operating activities 109,424 10,100,947
Cash outflow from investing activities
Purchase of property, plant & equipment - (4,959,474)
Spend on exploration activities (1,291,111) (1,280,665)
Net cash used in investing activities (1,291,111) (6,240,139)
Cash flow from financing activities
Issue of ordinary shares net of expenses 1,652,496 -
Repayments on oil swap financing arrangement (1,000,000) (1,718,250)
Capital payments on lease (86,799) (95,806)
Interest paid on lease (3,327) (5,504)
Net cash from/(used) in financing activities 562,370 (1,819,560)
Net (decrease)/increase in cash and cash equivalents (619,316) 2,041,248
Cash and cash equivalents at beginning of financial year 1,992,495 1,345,463
Effects of exchange rate changes (597,893) (1,394,215)
Cash and cash equivalents at end of financial year 775,288 1,992,496
Notes to the Financial Statements
Basis of preparation
The financial statements have been prepared in accordance with International
Accounting Standards in conformity with the requirements of the Companies Act
2006 and with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS as adopted by the United Kingdom.
IFRS is subject to amendment and interpretation by the IASB and the IFRS
Interpretations Committee, and there is an on-going process of review. These
accounting policies comply with each IFRS that is mandatory for accounting
periods ending on 31 December 2024.
Basis of consolidation
The financial statements for the year ended 31 December 2024 incorporate the
results of United Oil & Gas plc and entities controlled by the Company
(its subsidiaries). Control is achieved where the Company has the power to
govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities.
All intra-Group transactions, balances, income and expenses are eliminated in
full on consolidation. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Going Concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Chief
Executive Officers and Interim Chair's statement and the Strategic Report.
Monitoring and Forecasting Activities
United regularly monitors its cash flows, and liquidity through detailed
forecasts. These include scenario and sensitivity analyses, which are reviewed
by the Board and may impact the Group's future performance.
A base case scenario has been developed that includes budgeted commitments, an
equity raise in Summer 2025, a Jamaican farmout covering some back costs and
all forward current work program costs by November 2025, and the exercise of
48 million warrants in June 2025 and 300 million in December 2025.
The company currently has no revenue and is operating at an annual loss and
shows a current net liability as at 31 December 2024. Its only funding options
are through warrant exercises, a Jamaican farmout deal covering back and
future work program costs, or equity financing.
Key Assumptions and Sensitivities
The key assumptions and related sensitivities include a "Reasonable Worst
Case" ("RWC") sensitivity where the Board has considered a scenario with
significant aggregated downside, including a delay in the farmout, delay in
exercise of warrants and an equity raise.
Under the combined RWC, the Group forecasts there will be sufficient resources
to continue in operational existence for the foreseeable future. The various
assumptions considered were:
• No Jamaican farmout within 12 months
· No warrant exercises beyond 48 million in June 2025
· Additional equity requirements
Despite these risks, the Group expects to maintain sufficient resources for
ongoing operations.
While it is unlikely that all these downside events will occur simultaneously,
the Group has identified mitigating actions. These include deferring some
capital expenditure and some further reduction to the cost base which would
reduce costs by 10%, and potentially raising equity, though success would
depend on market conditions and cannot be guaranteed.
Based on past experience, the Directors believe an equity raise is likely to
be successful.
According to current forecasts, the Group and Company are expected to meet all
liabilities as they fall due.
The Directors also consider it reasonably likely that a Jamaican farmout will
be achieved or, if necessary, that additional equity funding can be secured.
However, neither outcome is guaranteed.
The Directors have considered the various matters set out above and have
concluded that a material uncertainty exists that may cast significant doubt
on the ability of the Group and Company to continue as a going concern and the
Group and Company may therefore be unable to realise their assets or discharge
their liabilities in the normal course of business.
Nevertheless, after making enquiries and considering the uncertainties
described above, the Directors are of the view that the Group and Company will
have sufficient cash resources available to meet their liabilities and
continue in operational existence for at least 12 months from the date of
approval of these 2024 financial statements.
On that basis, the Directors consider it appropriate to prepare the financial
statements on a going concern basis. These financial statements do not include
any adjustment that would result from the going concern basis of preparation
as not appropriate to use.
New and amended International Financial Reporting Standards adopted by the
Group
The Group has adopted the following standards, amendments to standards and
interpretations which are effective for the first time this year. The impact
is shown below:
New/Revised International Financial Reporting Standards Effective Date: Annual periods beginning on or after: UKEB Impact on
adopted
the Group
IAS 1 Amendments to IAS 1: Classification of Liabilities as Current or Non-current 1 January 2024 Yes Immaterial
and Classification of Liabilities as Current or Non-current
IAS 7 & IFRS 7 Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements 1 January 2024 Yes Immaterial
International Financial Reporting Standards in issue but not yet effective
At the date of authorisation of the consolidated financial statements, the
IASB and IFRS Interpretations Committee have issued standards, interpretations
and amendments which are applicable to the Group. For the next reporting
period, applicable International Financial Reporting Standards will be those
endorsed by the UK Endorsement Board (UKEB).
New / revised International Financial Reporting Standards which are not
considered to potentially have a material impact on the Group's financial
statements going forwards have been excluded from the above.
New/Revised International Financial Reporting Standards Effective Date: Annual periods beginning on or after: UKEB adopted
IAS 21 Lack of Exchangeability (Amendments to IAS 21) 1 January 2025 Yes
Annual Improvements to IFRS Accounting Standards-Volume 11 1 January 2026 Yes
IFRS 7 & 9 Amendments to the Classification and Measurement of Financial Instruments 1 January 2026 No
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027 No
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027 No
Management anticipates that all relevant pronouncements will be adopted in the
Group's accounting policies for the first period beginning after the effective
date of the pronouncement. New standards, interpretations and amendments not
listed above are not expected to have a material impact on the Group's
financial statements.
1. Discontinued operations
In November 2023, the Group made a decision to discontinue the Egypt
operations.
The results of the discontinued operations, which have been included in the
profit for the year, were as follows:
2024 2023
$ $
Revenue - 11,603,378
Other revenue - 2,208,157
Cost of sales - (7,618,685)
Administrative expenses (269,505) (371,049)
Impairment of exploration & producing assets (219,209) (23,249,658)
Release other Egypt working capital - 3,178,065
Foreign exchange losses (30,534) (130,446)
Interest expense - (793)
Loss before tax (519,248) (14,381,031)
Attributable tax expense - (2,208,157)
Net loss attributable to discontinued operations (519,248) (16,589,188)
Assets and liabilities of Egypt have not been classified as held for sale due
to their immaterial nature and because all short-term assets and liabilities
are expected to be either settled or transferred to continuing Group
operations. These are included in the respective Group assets and liabilities
and are as follows:
2024 2023
$ $
Assets
Property, plant and equipment - 6,309
Trade and other receivables 25,785 1,966,380
Cash 28,408 1,468,315
Total assets 54,193 3,441,004
Liabilities
Trade and other payables (36,679) (9,917)
Lease liability - (8,616)
Total liabilities (36,679) (18,533)
Net assets 17,514 3,422,471
2. Segmental reporting
Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources, assessing the
performance of the operating segment and making strategic decision, has been
identified as the Board of Directors.
The Group operates in four geographic areas - the UK, Europe and greater
Mediterranean, Latin America and Egypt. The Group's revenue from external
customers and information about its non-current assets (other than financial
instruments, deferred tax assets and post-employment benefit assets) by
geographical location are detailed below.
The below information relates to both continuing and discontinued operations.
The Egypt column represents the discontinued operations.
2024
$ UK & EU Latin America Total
Egypt
Revenue - - - -
Other income - - - -
Non-current assets 588,907 6,824,991 - 7,413,898
2023
$ UK & EU Latin America Total
Egypt
Revenue - - 11,603,378 11,603,378
Other income - - 2,208,157 2,208,157
Non-current assets 559,663 5,659,747 6,309 6,225,719
3. Operating Loss
2024 2023
$ $
Operating loss is stated after charging:
Depreciation:
- Owned assets 4,191 3,520,382
- Right of use leased assets 74,383 97,780
Amortisation - -
Share based payments 81,090 188,849
Reversal of lapsed unvested share-based payments (96,116) -
Foreign exchange losses 581,067 1,334,903
Fees payable to the Company's auditors for the audit of the annual financial 100,000 110,000
statements
4. Taxation
2024 2023
$ $
Loss before tax (2,441,407) (18,157,008)
Loss on ordinary activities multiplied by standard rate of corporation tax in (610,352) (4,266,897)
the UK of 25% (2023: 23.5%)
Tax effects of:
Foreign tax - 2,208,157
Adjustments in respect of prior periods
Double tax relief 610,352 4,266,897
Corporation tax charge - 2,208,157
The Group has accumulated tax losses of approximately $12m (2023: $24.7m),
following close out of Egyptian operations which accounted for tax losses in
the prior year No deferred tax asset was recognised in respect of these
accumulated tax losses as there is insufficient evidence that the amount will
be recovered in future years.
5. Loss per share
The Group has issued share warrants and options over Ordinary shares which
could potentially dilute basic earnings per share in the future.
Basic earnings per share is calculated by dividing the profit attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year.
There were 237,226,557 (2023: 60,070,869) share warrants and options
outstanding at the end of the year that could potentially dilute basic
earnings per share in the future.
Basic and diluted loss per share
2024 2023
Cents Cents
Basic loss per share from continuing operations (0.18) (0.58)
Diluted loss per share from continuing operations (0.18) (0.58)
Basic loss per share from continuing & discontinued operations (0.23) (3.10)
Diluted loss per share from continuing & discontinued operations (0.23) (3.10)
The loss and weighted average number of ordinary shares used in the
calculation of loss per share from continuing operations are as follows:
2024 2023
$ $
Loss used in the calculation of basic and diluted loss per share from (1,922,159) (3,775,978)
continuing operations
Loss used in the calculation of basic and diluted loss per share from (2,441,407) (20,365,166)
continuing and discontinued operations
Number of shares 2024 2023
Number Number
Weighted average number of ordinary shares for the purposes of basic loss per 1,063,157,248 656,353,969
share
Dilutive shares - -
Weighted average number of ordinary shares for the purposes of diluted loss 1,063,157,248 656,353,969
per share
6. Intangible assets
Exploration and Evaluation assets Computer software
$ $ Total
$
Cost
At 1 January 2023 10,741,649 10,817 10,752,466
Additions 1,280,665 - 1,280,665
Foreign exchange differences 74,386 366 74,752
At 31 December 2023 12,096,700 11,183 12,107,883
Additions 1,291,111 - 1,291,111
Foreign exchange differences (16,197) (629) (16,669)
At 31 December 2024 13,371,614 10,554 13,382,168
Amortisation and impairment
At 1 January 2023 3,357,415 9,725 3,367,140
Charge for the year - - -
Impairment 2,602,234 - 2,602,234
Foreign exchange differences - 329 329
At 31 December 2023 5,959,649 10,054 5,969,703
Foreign exchange differences - (566) (566)
At 31 December 2024 5,959,649 9,488 5,969,137
Net book value
At 31 December 2024 7,411,965 1,066 7,413,031
At 31 December 2023 6,137,051 1,129 6,138,180
At 31 December 2024 the group's E&E carrying values of $7.4m (2023: $6.1m)
related to our high impact exploration activity in Jamaica of $6.8m, and the
Waddock Cross development campaigns of $0.6m, respectively.
In Jamaica, the work program continues in parallel with the ongoing farmout
activity which is seeking to bring in a partner before the end of the current
licence period. The licence has recently been granted an extension by the
Jamaican Government until January 2028. Currently the company has interested
partners under a Non Disclosure Agreement (NDA). The Balance Sheet value of
our Jamaican exploration asset was $6.8m at 31 Dec 2024 and given the permit
for a drop core survey has recently been submitted. And given an ongoing work
programme and active farmout process, no conditions currently exist that would
result in the impairment of the carrying value of the asset.
In the UK Waddock Cross licence, the Operator, Egdon Resources Ltd announced
last year the extension of the licence for 5 years until March 2029. Planning
has been submitted for a redevelopment well as the operator progresses the
drilling of the license. As a result, and with an active work programme in
place for 2025, the directors are of the view that all costs incurred on the
licence are fully recoverable given the commercial viability of the
development demonstrated by the operator. As a result, United continue to
carry capitalised costs of $0.6m at the 31 December 2024 Balance sheet date,
which includes a decommissioning asset recognised of $0.25m.
Management reviews the intangible exploration assets for indications of
impairment at each balance sheet date based on IFRS 6 criteria such as where
commercial reserves have not yet been established and the evaluation,
exploration work is ongoing and a development plan has not been approved. As a
result of these reviews the Directors believe no impairment indicators exist
on the company's remaining exploration portfolio, and as a result carry
intangibles at book value of $7.4m at 31 December 2024.
7. Property, plant and equipment
Production assets Computer equipment Fixtures and fittings Right of use asset
$ $ $ $ Total
$
Cost
At 1 January 2023 30,053,996 22,600 2,583 273,537 30,352,716
Additions 4,958,276 1,198 - 91,234 5,050,708
Foreign exchange differences - 764 87 7,982 8,833
At 31 December 2023 35,012,272 24,562 2,670 372,753 35,412,257
Disposals - - - (353,888) (353,888)
Foreign exchange differences - (1,382) (150) (18,865) (20,397)
At 31 December 2024 35,012,272 23,180 2,520 - 35,037,972
Depreciation
At 1 January 2023 9,782,242 13,834 1,937 186,404 9,984,417
Charge for the year 3,514,760 4,967 656 97,780 3,618,163
Impairment 21,715,270 - - - 21,715,270
Foreign exchange differences - 558 77 6,233 6,868
At 31 December 2023 35,012,272 19,359 2,670 290,417 35,324,718
Charge for the year - 4,191 - 74,383 78,574
Disposals - - - (353,888) (353,888)
Foreign exchange differences - (1,237) (150) (10,912) (12,299)
At 31 December 2024 35,012,272 22,313 2,520 - 35,037,105
Net book value
At 31 December 2024 - 867 - - 867
At 31 December 2023 - 5,203 - 82,336 87,539
In November 2023, the company agreed to the outline terms for selling the Abu
Sennan concession in Egypt to the Operator. As a result, the company's current
and prior year results for Egypt are presented as discontinued operations, as
shown on the income statement and detailed in Note 1 of the accounts.
Due to the outlined sale terms and the anticipated default notice in January
2024 for the Abu Sennan concession, the directors decided to write down the
capitalised tangible oil and gas assets at the end of 2023, resulting in a
$21.7 million write-down.
8. Trade and other receivables
2024 2023
$ $
Trade receivables 25,785 873,165
Prepayments - 7,174
Contract assets - 1,093,215
Other tax receivables 35,172 38,704
Other receivables 6,771 -
67,728 2,012,258
The Directors consider that the carrying values of trade and other receivables
are approximate to their fair values.
No expected credit losses exist in relation to the Group's receivables as at
31 December 2024 (2023: $nil).
9. Cash and cash equivalents
2024 2023
$ $
Cash at bank (GBP) 370,843 18,438
Cash at bank (EUR) 117,612 109,854
Cash at bank (USD) 286,521 608,679
Cash at bank (EGY) 312 1,255,525
775,288 1,992,496
At 31 December 2024 and 2023 all significant cash and cash equivalents were
deposited in creditworthy financial institutions in UK, Ireland and Egypt.
10. Share capital, share premium and merger reserve
Allotted, issued, and fully paid:
2024
Share capital Share premium
No $ $
Ordinary shares of £0.01 each
At 1 January 2024 656,353,969 8,839,679 16,798,823
Share split:
Deferred A shares of £0.00999 each 656,353,969 8,830,840 16,782,024
Ordinary shares of £0.00001 each 656,353,969 8,839 16,799
Allotments:
Ordinary shares of £0.00001 each - issued for cash 885,000,000 11,226 1,745,199
Share issue expenses - - (103,929)
Total at 31 December 2024:
Deferred A shares of £0.00999 each 656,353,969 8,830,840 16,782,024
Ordinary shares of £0.00001 each 1,541,353,969 20,065 1,658,069
8,850,905 18,440,093
2023
Share capital Share premium
No $ $
Ordinary shares of £0.01 each
At 1 January 2023 656,353,969 8,839,679 16,798,823
At 31 December 2023 656,353,969 8,839,679 16,798,823
As regards income and capital distributions, all categories of shares rank
pari passu as if the same constituted one class of share.
During 2024, the company undertook two equity placings. The first placing was
in March 2024, when the Company raised £1m gross through the issuance of
500,000,000 ordinary shares of £0.00001 each at £0.002 per share and 1
warrant of £0.0028 for every three placing shares issued. This was followed
by a further equity raise in December 2024, where the company announced that
it was raising £0.7m gross. The company issued 385,000,000 ordinary shares of
£0.00001 at £0.001 per share from the authorisation the company had in
place. The balance of the raise was subject to a General Meeting which
approved the remaining placing shares and associated warrants on the 8(th)
January 2025 with all resolutions being passed.
11. Trade and other payables
2024 2023
$ $
Trade payables 576,591 458,509
Other payables 1,068,534 1,257,326
Deferred shares (note 17) 40,476 40,476
Accruals 172,670 144,463
1,858,271 1,900,774
12. Events after the balance sheet date
· In January 2025, United concluded the EGM for the equity placing
initiated in December 2024. All resolutions were passed, enabling the equity
placing and warrant issuance to proceed. Following the EGM, the Chairman
resigned, and Brian Larkin was appointed Interim Chairman until a permanent
replacement is found.
· During January 2025, we settled residual amount due to Rockhopper
on the Egypt acquisition by issuing c. 59m shares.
· In Jamaica, we secured an early two-year extension to our licence
during March 2025, extending its term to 31 January 2028.
• In May 2025, we raised £140,000 through a placing with an existing
shareholder.
• During May and June 2025, 48m warrants were exercised.
General Information
The financial information set out above for the years ended 31 December 2024
and 31 December 2023 does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006 but is derived from those accounts. A
copy of the statutory accounts for 2023 has been delivered to the Registrar of
Companies and those for 2024 will be delivered to the Registrar of Companies
following approval by shareholders at the Annual General Meeting. The full
audited financial statements for the years end 31 December 2024 and 31
December 2023 comply with IFRS.
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