23rd May 2025 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
23 May 2025
Seascape Energy Asia plc
("Seascape Energy", the "Company" or "Seascape")
Audited Full Year Results to 31 December 2024
Seascape Energy, an E&P company focused on Southeast Asia, announces its full year results for the 12 months ended 31 December 2024.
Highlights
Corporate
· Completed strategic pivot to focus on building a full-cycle E&P business in Southeast Asia following a detailed board review
· Norwegian exit completed through sale of Company's 50.1% interest in Longboat JAPEX Norge AS to partner JAPEX for £1.9 million ($2.5 million) in cash plus the assumption of £6.5 million ($8.5 million) of debt attributable to the Company
· Company renamed and rebranded as Seascape Energy Asia plc (formerly Longboat Energy plc), along with a new stock exchange ticker symbol: SEA
· Awarded a 28% participating interest in a SFA PSC over the DEWA Complex Cluster off the coast of Sarawak, Malaysia comprised of 12 shallow water gas discoveries near to infrastructure
· Farm-out to INPEX CORPORATION of a 42.5% participating interest in Block 2A in return for upfront cash consideration of $10 million, uncapped carry on its retained 10% interest through the exploration phase (including one firm and one contingent well) plus contingent $10 million in cash on discovery
Financial
· Year end 2024 cash of £2.8 million (2023: £3.7 million) which includes £1.8 million in net proceeds received from issue of 5.7 million ordinary shares in December 2024
· Cash balances substantially enhanced post period end by the receipt of Block 2A farm-out consideration and historic cost reimbursement of ~$11 million
· Group operating loss of £5.7 million (2023: £3.9 million) includes significant non-recurring costs of £2.4 million (2023: £0.4 million) largely associated with the strategic pivot to Southeast Asia
· Total loss for the year of £16.4 million (2023: £4.2 million) impacted by significant write-off (£10.8 million) associated with Norwegian joint venture sale
Outlook:
· Company anticipates continued progress on its existing portfolio with a well commitment on Block 2A (Kertang) during the summer and further progress on the DEWA development including resource sizes and a preferred gas evacuation option prior to year end
· Seascape Energy is actively pursuing opportunities to materially expanding its portfolio during 2025 with a particular focus on ground-floor initiatives which have already proven the potential to deliver significant shareholder value without dilution
· Following the farm-out of Block 2A, Seascape Energy is looking for opportunities to deploy its operating capabilities and nimble mindset to new assets
· Seascape Energy continues to believe Southeast Asia is one of the top global destinations for E&P investment given the crucial role the upstream industry plays in the region's national economies and in delivering the forecast growth in energy demand, with the potential to displace coal fired power generation with natural gas
Investor Meet Company
In conjunction with the release of its full year results for the year ended 2024, James Menzies (Executive Chairman) and Nick Ingrassia (CEO) will provide a live presentation via Investor Meet Company on 27 May 2025, 10:00 BST.
The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 26 May 2025, 09:00 BST, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet Seascape Energy Asia plc via:
https://www.investormeetcompany.com/seascape-energy-asia-plc/register-investor
Investors who already follow Seascape Energy on the Investor Meet Company platform will automatically be invited.
Nick Ingrassia, Chief Executive Officer, commented:
"It is hard to overstate what a pivotal year 2024 was for Seascape Energy as the business undertook a complete transformation; pivoting to Southeast Asia and undertaking several transactions which have resulted in a fully funded platform to pursue growth opportunities across the region.
The strategic pivot has also highlighted the Company's competitive advantages, including the ability to leverage excellent long-term relationships and networks established across Southeast Asia by a revamped senior leadership team and board.
New business remains a priority for the Company in 2025 with Seascape actively pursuing growth opportunities in Malaysia and elsewhere with a particular focus on high-impact, ground-floor opportunities to materially expanding its portfolio.
We look forward to an exciting year ahead as we continue to build-out the Seascape platform."
Footnotes:
Seascape Energy Asia plc [email protected]
James Menzies (Executive Chairman)
Nick Ingrassia (Chief Executive)
Pierre Eliet (Executive Director)
Stifel (Nomad and Joint Broker) Tel: +44 20 7710 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Cavendish Capital Markets Limited (Joint Broker) Tel: +44 20 7397 8900
Neil McDonald
Pete Lynch
Posting of Report & Accounts and Notice of Annual General Meeting
The Company plans to post the full set Report and Accounts and notice of Annual General Meeting on 29 May 2025.
Consolidated statement of comprehensive income
|
|
|
| Restated |
| Notes | 2024 |
| 2023 |
GROUP |
| £ |
| £ |
| ||||
Other income | 5 | 934,570 | 641,275 | |
| ||||
Administrative expenses |
| (6,709,728) | (4,657,036) | |
Operating loss | 7 | (5,775,158) | (4,015,761) | |
| ||||
Finance costs | 8 | (21,681) | (51) | |
| ||||
Investment income | 9 | 111,758 | 155,397 | |
Loss before taxation from continuing operations |
| (5,685,081) | (3,860,415) | |
| ||||
Income tax expense | 10 | (419) | - | |
Loss for the year from continuing operations 1 |
| (5,685,500) | (3,860,415) | |
Loss for the year from discontinued operations, net of tax | 11 | (10,761,709) | (326,619) | |
Loss for the year |
| (16,447,209) | (4,187,034) | |
|
| |||
Other comprehensive income/(expense) |
| |||
| ||||
Currency translation differences from discontinued operations | 26 | 349,929 | (262,006) | |
Currency translation differences from continuing operations | 26 | (32,254) | 11,567 | |
Total items that may be reclassified to profit or loss |
| 317,675 | (250,439) | |
Total other comprehensive loss for the year |
| 317,675 | (250,439) | |
Total comprehensive loss for the year |
| (16,129,534) | (4,437,473) | |
| ||||
Losses per share |
| Pence |
| Pence |
|
|
|
|
|
Basic and diluted - continuing | 12 | (9.88) | (6.81) | |
| ||||
Basic and diluted - discontinued | 12 | (18.70) | (0.58) | |
| ||||
|
|
1 Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX. Please refer to note 11 for further details.
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present a separate statement of profit or loss and other comprehensive income.
Consolidated statement of financial position
| Notes | 2024 |
| 2023 |
|
| £ |
| £ |
| ||||
Non-current assets |
| |||
Investments in subsidiary and equity accounted joint venture | 13 | - | 12,461,890 | |
Exploration and evaluation assets | 14 | 285,358 | 572,512 | |
Property, plant and equipment | 15 | 11,495 | 10,361 | |
|
| 296,853 | 13,044,763 | |
| ||||
Current assets |
|
|
|
|
Cash and cash equivalents | 16 | 2,467,899 | 2,833,857 | |
Restricted cash and bank | 16 | 520,708 | 850,684 | |
Trade and other receivables | 17 | 112,927 | 1,343,351 | |
| 3,101,534 | 5,027,892 | ||
|
| |||
Asset in disposal group held for sale | 18 | 1,018,570 | - | |
|
| |||
Total assets |
| 4,416,957 | 18,072,655 | |
| ||||
Current liabilities |
|
|
|
|
Trade and other payables | 19 | 669,357 | 894,237 | |
Provisions | 20 | 702,000 | - | |
| 1,371,357 | 894,237 | ||
|
| |||
Liabilities in disposal group held for sale | 18 | 71,388 | - | |
|
| |||
Net current assets |
| 2,677,359 | 4,133,655 | |
| ||||
Non-current liabilities |
|
|
| |
Contingent consideration | 21 | 308,825 | 239,688 | |
Deferred tax | 22 | 427 | - | |
| 309,252 | 239,688 | ||
Total liabilities |
| 1,751,997 | 1,133,925 | |
Net assets |
| 2,664,960 | 16,938,730 | |
| ||||
Equity |
| |||
Called up share capital | 23 | 6,281,895 | 5,710,812 | |
Share premium account | 24 | 36,809,420 | 35,605,370 | |
Other reserves |
| 450,000 | 450,000 | |
Share option reserve | 25 | 466,198 | 1,024,486 | |
Currency translation reserve | 26 | (6,872) | 310,803 | |
Accumulated losses |
| (41,335,681) | (26,162,741) | |
Total equity |
| 2,664,960 | 16,938,730 |
The financial statements were approved by the board of directors and authorized for issue on 22 May 2025 and are signed on its behalf by:
[Signed]
Nicholas Ingrassia - Chief Executive Officer
Company statement of financial position
| Notes | 2024 |
| 2023 |
|
| £ |
| £ |
| ||||
Non-current assets |
| |||
Investments in subsidiary and equity accounted joint venture | 13 | 510,469 | 13,884,659 | |
Property, plant and equipment | 15 | 5,640 | 10,361 | |
|
| 516,109 | 13,895,020 | |
| ||||
Current assets
|
|
|
|
|
Cash and cash equivalents | 16 | 2,191,612 | 2,739,381 | |
Restricted cash and bank | 16 | - | 803,417 | |
Trade and other receivables | 17 | 3,139,051 | 1,618,159 | |
| 5,330,663 | 5,160,957 | ||
|
| |||
Asset in disposal group held for sale | 18 | 100,000 | - | |
|
| |||
Total assets |
| 5,946,772 | 19,055,977 | |
| ||||
Current liabilities |
|
|
|
|
Trade and other payables | 19 | 524,434 | 683,291 | |
Provisions | 20 | 519,483 | - | |
|
| 1,043,917 | 683,291 | |
Net current assets |
| 4,386,746 | 4,477,666 | |
|
| |||
Non-current liabilities |
| |||
Contingent consideration | 21 | 308,825 | 239,688 | |
Total liabilities |
| 1,352,742 | 922,979 | |
Net assets |
| 4,594,030 | 18,132,998 | |
| ||||
Equity |
| |||
Called up share capital | 23 | 6,281,895 | 5,710,812 | |
Share premium account | 24 | 36,809,420 | 35,605,370 | |
Other reserves |
| 450,000 | 450,000 | |
Share option reserve | 25 | 466,198 | 1,024,486 | |
Accumulated losses |
| (39,413,483) | (24,657,670) | |
Total equity |
| 4,594,030 | 18,132,998 |
The financial statements were approved by the board of directors and authorised for issue on 22 May 2025 and are signed on its behalf by:
[Signed]
Nicholas Ingrassia - Chief Executive Officer
Company Registration No. 12020297
Consolidated statement of change in equity
|
|
Share Capital |
| Share Premium Account |
| Share option reserve |
| Currency translation reserve |
|
Other reserves |
|
Accumulated losses |
|
Total |
| Notes | £ |
| £ |
| £ |
| £ |
| £ |
| £ |
| £ |
GROUP |
| |||||||||||||
|
| |||||||||||||
Balance at 1 January 2023 |
| 5,666,665 | 35,570,411 | 660,449 | 561,242 | 450,000 | (21,975,707) | 20,933,060 | ||||||
|
| |||||||||||||
Year ended 31 December 2023 |
| |||||||||||||
Loss for the year | 7 | - | - | - | - | - | (4,187,034) | (4,187,034) | ||||||
Other comprehensive income on joint venture | 26 |
- |
- |
- |
349,929 |
- |
- |
349,929 | ||||||
Other comprehensive income on disposal of subsidiary |
|
- |
- |
- |
285,230 |
- |
- |
285,230 | ||||||
Other comprehensive expense on subsidiaries |
|
- |
- |
- |
(885,598) |
- |
- |
(885,598) | ||||||
Credit to equity for equity settled share-based payments |
|
- |
- |
364,037 |
- |
- |
- |
364,037 | ||||||
Issue of share capital | 23 | 44,147 | 34,959 | - | - | - | - | 79,106 | ||||||
Balance at 31 December 2023 | 5,710,812 | 35,605,370 | 1,024,486 | 310,803 | 450,000 | (26,162,741) | 16,938,730 | |||||||
Year ended 31 December 2024 | ||||||||||||||
Loss for the year | 7 | - | - | - | - | (16,447,209) | (16,447,209) | |||||||
Other comprehensive expense on disposal of joint venture | 26 | - | - | - | (349,929) | - | - | (349,929) | ||||||
Other comprehensive expense on foreign subsidiaries |
- |
- |
- |
32,254 |
- |
- |
32,254 | |||||||
Share-based payments | - | - | 715,981 | - | - | - | 715,981 | |||||||
Transfers to reserves | - | - | (1,274,269) | - | - | 1,274,269 | - | |||||||
Issue of share capital | 23 | 571,083 | 1,427,460 | - | - | - | - | 1,998,543 | ||||||
Cost of shares issued |
| - | (223,410) | - | - | - | - | (223,410) | ||||||
Balance at 31 December 2024 |
| 6,281,895 | 36,809,420 | 466,198 | (6,872) | 450,000 | (41,335,681) | 2,664,960 |
Company statement of change in equity
|
|
Share Capital |
| Share Premium Account |
| Share option reserve |
| Currency translation reserve |
|
Other reserves |
|
Accumulated losses |
|
Total |
| Notes | £ |
| £ |
| £ |
| £ |
| £ |
| £ |
| £ |
COMPANY |
| |||||||||||||
|
| |||||||||||||
Balance at 1 January 2023 |
| 5,666,665 | 35,570,411 | 660,449 | - | 450,000 | (21,855,772) | 20,491,753 | ||||||
|
| |||||||||||||
Period ended 31 December 2023 |
| |||||||||||||
|
| |||||||||||||
Loss and total comprehensive expense for the year |
|
- |
- |
- |
- |
- |
(2,801,898) |
(2,801,898) | ||||||
Share-based payments |
| - | - | 364,037 | - | - | - | 364,037 | ||||||
Issue of share capital | 23 | 44,147 | 34,959 | - | - | - | - | 79,106 | ||||||
Balance at 31 December 2023 | 5,710,812 | 35,605,370 | 1,024,486 | - | 450,000 | (24,657,670) | 18,132,998 | |||||||
Year ended 31 December 2024 | ||||||||||||||
Loss and total comprehensive expense | ||||||||||||||
for the year | - | - | - | - | - | (16,030,082) | (16,030,082) | |||||||
Share-based payments | - | - | 715,981 | - | - | - | 715,981 | |||||||
Transfers to reserves | - | - | (1,274,269) | - | - | 1,274,269 | - | |||||||
Issue of share capital | 23 | 571,083 | 1,427,460 | - | - | - | - | 1,998,543 | ||||||
Cost of shares issued |
| - | (223,410) | - | - | - | - | (223,410) | ||||||
Balance at 31 December 2024 |
| 6,281,895 | 36,809,420 | 466,198 | - | 450,000 | (39,413,483) | 4,594,030 |
Consolidated statement of cash flows
2024 |
| 2023 | ||
| Notes | £ |
| £ |
| ||||
Cash flow from operating activities |
| |||
Cash absorbed by continuing operations | 27 | (3,323,980) | (3,953,732) | |
Cash absorbed by operating activities from discontinued operations | 28 | (610,151) | (2,663,342) | |
Net cash used in operating activities |
| (3,934,131) |
| (6,617,074) |
| ||||
Investing activities |
| |||
Purchase of property, plant and equipment | 15 | (8,437) | (12,007) | |
Purchase of exploration and evaluation assets |
| (63,579) | (148,906) | |
Interest received | 9 | 112,301 | 155,397 | |
Repayment of loan from Longboat JAPEX to Longboat plc |
| - | 3,710,329 | |
Investing activities from discontinued operations |
| (214,308) | (5,655,406) | |
Proceeds from disposal of investment in joint venture | 13
| 1,935,912 | - | |
Cash removed from Group on disposal |
| - | (1,693,429) | |
Cash used in operating activities |
| 1,761,889 |
| (3,644,022) |
Movement in restricted cash and bank balances | 16 | 329,976 | (850,684) | |
| ||||
Net cash generated from/ (used in) investing activities |
| 2,091,865 |
| (4,494,706) |
|
| |||
Financing activities |
| |||
Interest paid |
| - | (51) | |
Financing activities from discontinued operations |
| - | 2,027,204 | |
Proceeds from issuance of ordinary shares | 23/24 | 1,775,133 | - | |
| ||||
Net cash generated from financing activities |
| 1,775,133 |
| 2,027,153 |
|
| |||
Net decrease in cash and cash equivalents |
| (67,133) |
| (9,084,627) |
Cash and cash equivalents at beginning of the year | 16 | 2,833,857 | 12,059,562 | |
Foreign exchange |
| 16,538 | (141,078) | |
Cash and cash equivalents at end of the year |
| 2,783,262 |
| 2,833,857 |
|
| |||
Relating to: |
| |||
Bank balances and short-term deposits | 16 | 2,988,607 | 3,684,541 | |
Cash classified as held for sale |
| 315,363 | - | |
| 3,303,970 | 3,684,541 | ||
Cash restricted in use | 16 | (520,708) | (850,684) | |
| 2,783,262 |
| 2,833,857 | |
Company statement of cash flows
2024 |
| 2023 | ||
| Notes | £ |
| £ |
| ||||
Cash flow from operating activities |
| |||
Loss before taxation |
| (16,030,082) | (2,801,898) | |
Adjustment for: |
| |||
Depreciation | 15 | 6,227 | 10,480 | |
Expected credit loss |
| - | 443,687 | |
Interest income |
| (205,656) | - | |
Share based payment expense |
| 527,411 | 199,017 | |
Unwinding discount on contingent consideration | 21 | 14,114 | - | |
Fair value loss on contingent consideration | 21 | 55,023 | - | |
Loss on disposal of joint venture | 13 | 12,074,783 | - | |
Operating loss before working capital changes |
| (3,558,180) |
| (2,148,714) |
Trade and other receivables |
| 714,941 | 1,443,291 | |
Trade and other payables |
| (158,855) | 225,035 | |
Provisions | 20 | 519,483 |
| - |
Cash used in operating activities |
| (2,482,611) |
| (480,388) |
Movement in restricted cash and bank balances | 16 | 803,417 | (803,417) | |
Net cash used in operating activities |
| (1,679,194) |
| (1,283,805) |
|
| |||
Cash flow from investing activities |
| |||
Purchase of property, plant and equipment | 15 | (1,506) | (6,575) | |
Interest received |
| 101,426 | - | |
Investment in subsidiaries |
| (191,673) | (179,106) | |
Proceeds from disposal of investment in joint venture | 13 | 1,935,912 | - | |
Net cash generated from/ (used in) investing activities |
| 1,844,159 |
| (185,681) |
|
| |||
Cash flow from financing activities |
| |||
Advance to subsidiaries |
| (2,487,867) | - | |
Proceeds from issuance of ordinary shares | 23/24 | 1,775,133 | 79,106 | |
Net cash (used in)/ generated from financing activities |
| (712,734) |
| 79,106 |
|
| |||
Net decrease in cash and cash equivalents |
| (547,769) |
| (1,390,380) |
Cash and cash equivalents at beginning of the year |
| 2,739,381 | 4,129,761 | |
Cash and cash equivalents at end of the year | 16 | 2,191,612 |
| 2,739,381 |
|
| |||
Relating to: |
| |||
Bank balances and short-term deposits |
| 2,191,612 | 3,542,798 | |
Cash restricted in use | 16 | - | (803,417) | |
| 2,191,612 |
| 2,739,381 |
Notes to the financial statements
1.Accounting policies
1.1 Company information
Seascape Energy Asia plc (formerly Longboat Energy plc) is a public quoted company, limited by shares, incorporated in England and Wales. The registered office is 5th Floor, One New Change, London, EC4M 9AF. The Company's principal activities and nature of its operations are disclosed in the directors' report.
1.2 Accounting convention
The financial statements have been prepared in accordance with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3 Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December 2024.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intragroup transactions, balances, unrealised gains and unrealised losses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
All changes in the parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to owners of the parent.
1.4 Audit exemptions for subsidiaries companies
For the year ended 31 December 2024, the subsidiaries of the Company including Longboat Energy (2A) Limited, Topaz Number One Limited and Longboat Energy (DEWA) Limited were entitled to exemption from audit under section 479 of the Companies Act 2006 relating to subsidiary companies.
The members have not required the subsidiary companies to obtain an audit of its accounts for the year in question in accordance with section 476.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
1.5 Foreign currencies
The functional currency for the UK entities is sterling with the US dollar being the functional currency for the subsidiaries companies including Seascape Energy (SE Asia) Sdn.Bhd (formerly Longboat Energy (SE Asia) Sdn Bhd), and the Malaysian branches of Topaz Number One Limited, Longboat Energy (2A) Limited and Longboat Energy (DEWA) Limited.
Transactions in foreign currencies during the year are recorded in the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities are translated at the rate ruling on the statement of financial position date and any gains and losses on translation are reflected in the statement of comprehensive income.
The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the statement of financial position date. Income and expenses are translated at the rate of exchange ruling at the date of the transaction. The resulting exchange differences on assets and liabilities of such foreign operations are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement
1.6 Joint arrangements
Judgement is required to determine when the Group has joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Group has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work programme and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity's joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 3. Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess their rights and obligations arising from the arrangement. Specifically, the Group considers:
· the structure of the joint arrangement; whether it is structured through a separate vehicle;
· when the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising therefrom:
· the legal form of the separate vehicle; the terms of the contractual arrangement, or other facts and circumstances, considered on a case by case basis.
This assessment often requires significant judgement. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially impact the accounting.
A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangements.
In relation to its interests in joint operations, the Group recognises its:
· assets, including its share of any assets held jointly;
· liabilities, including its share of any liabilities incurred jointly;
· revenue from the sale of its share of the output arising from the joint operation;
· share of the revenue from the sale of the output by the joint operation; and
· expenses, including its share of any expenses incurred jointly.
1.7 Going concern
The Directors have completed the going concern assessment, taking into account cash flow forecasts up to the end of 2026, sensitivities to those forecasts and stress tests to assess whether the Company and its subsidiaries (together the Group) is a going concern. Having undertaken careful enquiry, the directors are of the view that the Group will not need to access additional funds during the period to meet its current work programme and budget.
In the event that the business is presented with opportunities to materially grow its portfolio then it is anticipated that the associated funds will be sourced through asset disposals / farm downs, issuing new equity or a combination of these actions. To the extent that growth opportunities will support debt, this will be considered where appropriate for example to support production acquisition.
1.8 Medium term sustainability
In the medium term, new acquisitions and developments resulting from exploration success will require further equity capital and new debt facilities. In any of these circumstances the Company will require additional financing from the equity markets and the bank or credit markets. Availability of such financing is subject not only to market conditions but also a continued willingness of investors to finance oil and gas companies.
1.9 Oil and Gas Assets
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the Income Statement when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs are capitalised as intangible exploration and evaluation ("E&E") assets. The assessment of what constitutes an individual E&E asset is based on technical criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated as individual E&E assets.
E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, following development sanction, but only after the carrying value is assessed for impairment and where appropriate the carrying value adjusted. If commercial reserves are not discovered the E&E asset is written off to the Income Statement.
Oil and gas assets include rights in respect of unproved properties. Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the statement of financial position at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement.
Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation (including any impairment). Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts of assets sold and are recognised in income, within interest and other income.
1.10 Licence and Property Acquisition Costs
Exploration licence costs are capitalised in intangible assets. Licence and property acquisition costs are not amortised during the exploration and evaluation phase and they are tested for impairment at least once a year and, in any case, when there is an indication that they may have become impaired, in accordance with the indicators of IFRS 6. This review includes confirming that exploration drilling is still under way or firmly planned, or that work is under way to determine that the discovery is economically viable. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off through the income statement and other comprehensive income. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties.
1.11 Development Costs
Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells is capitalised within property, plant and equipment.
1.12 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings 20% straight line
Computers 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement.
1.13 Non-current investments in subsidiaries and joint ventures
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The subsidiaries of the Company are held at cost.
A joint venture is a joint arrangement whereby the parties that have joint control of the joint venture have rights to the net assets of the joint venture. The Group accounts for a joint venture using the equity method, where the investment in the joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. Transactions between the Group and the joint venture that relate to shared services are recognised in other income or expense as incurred and are disclosed in the related party transactions.
1.14 Impairment of non-current assets
At each reporting end date, the company reviews the carrying amounts of its non-current assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any evidence on the performance of the assets received following the end of the period, which could not have been established during the current period will be recognised in a subsequent period rather than in the current period.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than the carrying amount, then the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of the recoverable amount, capped such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Impairment of intangible assets is assessed when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The facts and circumstances used are in accordance with those dictated by IFRS 6 and if any of those circumstances are present then an impairment test is performed in accordance with IAS 36 and any loss recognised. An exploratory well in progress at period end which is determined to be unsuccessful subsequent to the statement of financial position date based on substantive evidence obtained during the drilling process in that subsequent period is treated as a non-adjusting subsequent event.
1.15 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less and restricted cash.
1.16 Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in the statement of comprehensive income . Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss and is included within finance income or finance costs in the Statement of Profit or Loss for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
The Company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to Accumulated Losses when an equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are assessed for impairment at each reporting end date.
For trade receivables, joint venture and intercompany receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Due to the nature of the balances the Company has determined that a provisions matrix is not appropriate and applies a scenario-based approach to estimate lifetime ECL.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.17 Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
· it has been incurred principally for the purpose of selling or repurchasing it in the near term; or
· on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking; or
· it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
1.18 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.19 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.20 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.21 Leases
The right-of-use asset is initially measured at the amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
1.22 Reserves
Share capital - Share capital represents the nominal value of shares issued less the nominal value of shares repurchased and cancelled.
Share premium - This reserve represents the difference between the issue price and the nominal value of shares at the date of issue, net of related issue costs and share premium cancelled.
Share based payment reserve - This reserve represents the potential liability for outstanding equity settled share options.
Accumulated Losses - Net revenue profits and losses of the Group which are revenue in nature are dealt with in this reserve.
Currency translation reserve - This reserve represents foreign exchange differences on the revaluation of the foreign subsidiary.
Other reserves - Other reserves relate to the nominal value of share capital repurchased and cancelled.
1.23 Share based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by the Group's internal expert using an appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates.
No adjustments are made in respect of market conditions not being met, neither the number of instruments nor the grant-date fair value is adjusted if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
1.24 Discontinued operations
In accordance with IFRS 5 "Non-current assets held for sale and discontinued operations" the net results relating to the disposal group are presented within discontinued operations in the Income Statement. Please refer to note 11 for further details.
1.25 Profit on disposal
In accordance with IFRS 10, in an event where the Company holding in an investment is diluted the holding will be assessed to establish if loss of control has occurred.
In the event that loss of control is confirmed, the assets and liabilities of the subsidiary will be derecognised. The fair value of the consideration received in exchange for the loss of control will be recognised, in addition to the fair value of the investment retained. Any other comprehensive income in relation to the former subsidiary will be reclassified to the statement of comprehensive income. Any difference in the entries above will be recognised as a gain or loss in the current year statement of comprehensive income.
1.26 Acquisitions
Acquisitions are assessed to determine whether they meet the criteria of a business combination or an asset purchase.
The Company determines that it has acquired a business when the acquired set of activities and assets include an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Business combinations are accounted for using the acquisition method under IFRS 3. The cost of an acquisition is measured at fair value, which shall be calculated as the sum of the fair values of the assets transferred by the acquirer at acquisition date, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
Certain acquisitions can be treated as an asset acquisition under IFRS 3, even when the definition of a business is met. This is referred to as the 'concentration test' and allows for an acquisition to be treated as an asset acquisition.
In circumstances where this test is passed, and the Company consider this accounting approach to be most appropriate, the Company will treat the acquisition as an asset acquisition rather than a business combination. In this case, all assets and liabilities purchased are allocated a fair value and the core asset purchased is designated the remaining allocation of the fair value of the consideration. No good will or bargain purchase is recognised.
2.Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and Interpretations have been adopted by the Group and Company. None of these new and revised Standards and Interpretations have any effect on the current period or a prior period.
Standard | Description | UKEB Effective Date |
IAS 7 (amendments) | Statement of Cash Flows | 1 January 2024 |
IFRS 7 (amendments) | Financial Instruments (Disclosures) | 1 January 2024 |
IAS 1 (amendments) | Presentation of Financial Statements | 1 January 2024 |
IFRS 16 (amendments) | Leases | 1 January 2024 |
New and amended standards
The following amended standards and interpretation are effective for financial years commencing on or after 1 January 2025. The Group does not intend to adopt the standards below, before their mandatory application date.
Standard | Description | Adoption Date | UKEB Effective Date | Secretary of State Adoption Date |
IAS 21 (amendments) | The Effects of Changes in Foreign Exchange Rates | 15 July 2024 | 1 January 2025 | Endorsed |
IFRS 9 (amendments) | Financial Instruments | 15 April 2025 | 1 January 2026 | Endorsed |
IFRS 7 (amendments) | Financial Instruments (Disclosures) | 15 April 2025 | 1 January 2026 | Endorsed |
The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group and the Company.
The Group and the Company plan to adopt the above standards when from the effective dates noted in the table above.
3.Critical accounting estimates and judgements
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Exploration and evaluation assets
Prior to the derecognition of the assets of Longboat Norge in the financial year 31 December 2023, judgement was required to determine whether impairment indicators exist in respect of the Group's exploration assets, formerly recognised in the statement of financial position. The Group had to take into consideration whether the assets have suffered any impairment, taking into consideration licence status, planned expenditures, the results of the drilling to date, and the likelihood of reserves being found. The Group evaluated information from third parties in making these assessments, where available and the judgments can be subject to change, if future information becomes available.
Share based payments
The fair value of share based compensation expense arising from the Long-Term Incentive Plan, the Co-investment Plan and the NED Long Term Incentive Plan were estimated using the Black Scholes model and, where appropriate, the average Monte Carlo fair values and is recognised in the statement of comprehensive income from the date of grant over the vesting period with a corresponding increase directly in equity. The Monte Carlo model projects and averages the results for a range of potential outcomes for the vesting conditions, the principal assumptions for which the Group using in the estimation of the fair value are the historical 3 years share price volatility and dividend yields. The Black Scholes model is similar to the Monte Carlo model, but is more appropriate for estimating results with a single unknown variable. The Company currently values its share-based payment awards using the Black Scholes model.
Impairment of investments in subsidiaries and joint ventures
Investments in subsidiaries and joint ventures have been assessed for recoverability based on the current value of the investments. Determination is based upon the assessment of exploration risk, net asset position and cash within the underlying entity.
Expected credit loss
Analysis, which considers both historical and forward looking qualitative and quantitative information is performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. Management considers the expected credit losses (ECL) for the current receivables balances at Group level to be minimal, in view that these companies have no history of default and payment is made in a short period. In the financial year ended 31 December 2024, ECL for intercompany receivables at the Company level have been assessed as £nil (2023: 50% write down of the underlying balance with certain subsidiaries), LBE2A, to reflect the uncertainty around cash flows.
Fair value of equity accounting for joint venture
On initial loss of control of Longboat Energy Norge AS, an estimate was made over the possible future cash flows from the contingent receivables noted in the investment agreement. As some of the consideration was based on the completion of an acquisition and a successful exploration drilling project, a weighted risk model was used to calculate the fair values of the future receivables. These estimates were then discounted using an estimated discount rate to establish the current value of the contingent receivable for recognition.
Acquisition of Topaz Number One Limited and fair value of contingent consideration payable
The acquisition of Topaz Number One Limited occurred in the financial year 2023 and required judgment to determine whether the transaction represented an asset acquisition or a business combination. In forming the conclusion that the acquisition represented an asset purchase, management considered factors including the nature and stage of exploration of the underlying licences and the extent of inputs and processes necessary to generate outputs existed and concluded that the transaction represented an asset purchase. Estimate and judgment was applied in fair valuing the contingent portion of the consideration. Management applied judgement in determining the likelihood of all possible scenarios and this was modelled into a weighted fair value calculation, which was discounted, using an estimated discount rate, to establish the current value of the contingent payable to recognise. As disclosed in note 21, the contingent consideration was made up of 3 tranches. Tranche 1 was settled in 2023 and tranche 2 became payable and was settled in 2025 upon the completion of the farmout to INPEX. Only tranche 3 remains as contingent and therefore subject to ongoing estimation and judgement.
4.Operating Segment
During the year, the Group had three reportable operating segments: Malaysia, Norway and Head Office. Non-current assets and operating liabilities are located in Malaysia (2023: Malaysia and Norway), whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production and therefore has no revenue. Each reportable segment adopts the same accounting policies. The operating segment's operating results are reviewed regularly by the Chief Operating Decision Maker ("CODM"), who are the Group's CEO, to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.
In compliance with IFRS 8 'Operating Segments' the following table reconciles the operational loss and the assets and liabilities of each reportable segment with the consolidated figures presented in these Financial Statements, together with comparative figures for the year ended 31 December 2024:
Malaysia |
| Head Office | Norway | Total | |
| 2024 |
| 2024 | 2024 | 2024 |
£ |
| £ | £ | £ | |
Loss from operations | (663,087) |
| (5,112,071) | - | (5,775,158) |
Finance cost | (1,711) | (19,970) | - | (21,681) | |
Investment income | 10,332 | 101,426 | - | 111,758 | |
Loss before tax from continued operations | (654,466) |
| (5,030,615) | - | (5,685,081) |
Income tax expense | (419) | - | - | (419) | |
Loss after tax from continued operations | (654,885) | (5,030,615) | - | (5,685,500) | |
Loss from discontinued operations | (7,766) | (33,063) | (10,720,880) | (10,761,709) | |
Loss for Year | (662,651) |
| (5,063,678) | (10,720,880) | (16,447,209) |
|
|
|
|
|
|
Non-cash items |
|
|
|
|
|
Share-based payment expenses | 102,763 | 424,647 | 544,830 | 1,072,240 | |
Loss from investment | - | - | 3,670,859 | 3,670,859 | |
Impairment loss on investment | - | - | 6,505,191 | 6,505,191 |
Malaysia | Head Office | Norway | Total | |
| 2024 | 2024 | 2024 | 2024 |
£ | £ | £ | £ | |
Total assets by reportable segment | 1,097,267 | 2,301,120 | - | 3,398,387 |
Assets in disposal group held for sale | 942,659 | 75,911 | - | 1,018,570 |
Total assets | 2,039,926 | 2,377,031 | - | 4,416,957 |
Total liabilities by reportable segment | (337,870) | (1,342,739) | - | (1,680,609) |
Liabilities in disposal group held for sale | (67,426) | (3,962) | - | (71,388) |
Total liabilities | (405,296) | (1,346,701) | - | (1,751,997) |
| Malaysia | Head Office | Norway | Total |
| 2023 | 2023 | 2023 | 2023 |
£ | £ | £ | £ | |
Loss from operations | (134,164) | (3,881,597) | - | (4,015,761) |
Finance cost | - | (51) | - | (51) |
Investment income | - | 155,397 | - | 155,397 |
Loss before tax from continued operations | (134,164) | (3,726,251) | - | (3,860,415) |
Income tax expense | - | - | - | - |
Loss after tax from continued operations | (134,164) | (3,726,251) | - | (3,860,415) |
Loss from discontinued operations | - | - | (326,619) | (326,619) |
Loss for Year | (134,164) | (3,726,251) | (326,619) | (4,187,034) |
|
|
|
|
|
Non-cash items |
|
|
|
|
Share-based payment expenses | - | 199,017 | 74,309 | 273,326 |
Loss from investment | - | - | 2,803,202 | 2,803,202 |
Impairment loss on investment | - | - | 2,639,976 | 2,639,976 |
Write-offs | - | - | 10,427,155 | 10,427,155 |
Taxation credit | - | - | (9,411,827) | (9,411,827) |
Gain on deconsolidation | - | - | (10,464,548) | (10,464,548) |
Malaysia | Head Office | Norway | Total | |
| 2023 | 2023 | 2023 | 2023 |
£ | £ | £ | £ | |
Total assets by reportable segment | 858,150 | 4,752,615 | 12,461,890 | 18,072,655 |
Assets in disposal group held for sale | - | - | - | - |
Total assets | 858,150 | 4,752,615 | 12,461,890 | 18,072,655 |
Total liabilities by reportable segment | (385,821) | (748,104) | - | (1,133,925) |
Liabilities in disposal group held for sale | - | - | - | - |
Total liabilities | (385,821) | (748,104) | - | (1,133,925) |
5.Other income
| Group | ||
| 2024 |
| 2023 |
| £ |
| £ |
| |||
| |||
Other income | 934,570 | 641,275 | |
Other income is mainly comprised of a fixed fee related to manpower and management service recharges from Head Office to Longboat JAPEX pursuant to the shareholder arrangements which ceased on sale of its 50.1% holding in the joint venture.
6.Employees
The average monthly number of persons (including directors) employed by the Group and Company during the year was as follows, noting that these figures include employees of Longboat JAPEX up until the date of completion of its disposal on 12 July 2024:
| Group | ||
| 2024 |
| 2023 |
Number |
| Number | |
Executive Directors | 4 | 3 | |
Non-executive Directors | 2 | 4 | |
Staff | 10 | 14 | |
Total | 16 |
| 21 |
| Company | ||
| 2024 |
| 2023 |
| Number |
| Number |
|
| ||
Executive Directors | 3 | 3 | |
Non-executive Directors | 2 | 4 | |
Staff | 2 | 1 | |
Total | 7 |
| 8 |
|
|
Their aggregate remuneration comprised:
Group | |||
|
2024 |
| Restated 2023 |
| £ |
| £ |
Wages, salaries and bonuses (including directors' remuneration) 1 | 2,827,915 | 1,511,405 | |
Social security costs and insurance | 182,191 | 161,374 | |
Pension costs | 102,675 | 58,250 | |
Share based payment charge | 527,411 | 199,017 | |
Remuneration - continuing operations | 3,640,192 |
| 1,930,046 |
Remuneration - discontinued operations | 591,495 |
| 1,056,238 |
| |||
Group | |||
|
2024 £ |
| Restated 2023 £ |
Executive director's remuneration | 1,339,614 | 798,832 | |
Non-executive director remuneration | 186,294 | 334,102 | |
Wages and salaries | 1,276,714 | 378,470 | |
Pensions and payroll taxes | 310,159 | 219,625 | |
Share-based payments | 527,411 | 199,017 | |
Remuneration - continuing operations | 3,640,192 |
| 1,930,046 |
1 The total wages, salaries and bonuses (including directors' remuneration) of £ 1,511,405 has been restated to include pension as salary.
In the financial year ended 31 December 2024, remuneration for discontinued operations relates to the Company's 50.1% share in Longboat JAPEX up to the date of disposal of 12 July 2024, see note 11 for more details.
The remuneration of the highest paid director is shown below.
| Taxable |
|
|
| |
Salary £ | Benefits £ | Bonus £ | Pension £ | Total £ | |
Nicholas Ingrassia | 291,269 | 3,910 | 224,921 | 33,499 | 553,599 |
7.Operating loss from continuing operations
GROUP
Operating loss for the year is stated after charging / (crediting):
Group | |||
| 2024 |
| 2023 |
| £ |
| £ |
Fees payable for the audit of the Parent Company and consolidated financial statements: | |||
- Current auditor | 57,500 | 95,200 | |
- Former auditor | 20,510 | - | |
78,010 |
| 95,200 | |
Fees payable for the audit of the subsidiary financial statements: | |||
- Current auditor | - | - | |
- Former auditor | 13,311 | 22,000 | |
13,311 |
| 22,000 | |
Fees payable for non-audit services: | |||
- Current auditor | - | - | |
- Former auditor | 188,200 | 42,000 | |
188,200 |
| 42,000 | |
| |||
Depreciation of property, plant and equipment | 7,407 | 10,479 | |
Legal, professional and business development expenditures | 1,679,985 | 350,975 |
8.Finance costs
Group | |||
2024 |
| 2023 | |
£ |
| £ | |
Bank charges | 7,567 | - | |
Interest on HMRC payments | - | 51 | |
Unwinding of discount on contingent consideration (Note 21) | 14,114 | - | |
21,681 | 51 | ||
9.Investment income
| Group | ||
| 2024 |
| 2023 |
| £ |
| £ |
| |||
Interest income | |||
Bank deposits | 111,758 | 155,397 | |
Investment income comprises bank deposit interest earned from unrestricted and restricted current cash accounts, alongside fixed term deposit interest. The interest rate earned from bank deposits during the reporting period ranged from 2.75% to 5.15%.
10.Income tax expense
| Group | ||
| 2024 |
| 2023 |
| £ |
| £ |
Deferred tax | |||
UK deferred taxation | 419 | - | |
Total tax expense | 419 | - | |
|
The charge for the year can be reconciled to the loss per the income statement as follows:
| 2024 |
| 2023 |
£ |
| £ | |
Loss before taxation | (5,685,081) | (3,860,415) | |
| |||
Expect tax credit based on a corporation tax rate of 25% (2023: 23.52%) | (1,421,270) | (907,970) | |
Effect on tax rate on different jurisdiction | 5,970 | - | |
Effect of expenses not deductible in determining taxable profit | 359,804 | 173,143 | |
Remeasurement of deferred tax for changes in tax rate | - | (45,351) | |
Movement in deferred tax not recognised | 1,055,915 | 780,198 | |
Taxation expense for the year | 419 | - | |
1 Blended rate (25% from 1 April 2023 from 20%)
At the reporting date the Group had an unrecognised deferred tax asset of £3,093,387 (2023: £2,027,151), an increase of £1,066,236, of which £1,056,028 relates to continuing operations and £10,208 relates to discontinuing operations with respect to the effect of the increase in tax losses and capital allowances). Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
11.Loss for the year from discontinued operations
Longboat JAPEX Norge AS
On 12 July 2024, the Company completed the sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX, for a sum of $2.5 million. The loss from investment for the year has been disclosed as a loss from discontinued operations.
|
| Restated | |
31 Dec 2024 |
| 31 Dec 2023 | |
£ |
| £ | |
Expenses excluding exploration write-offs 1 | (40,829) | (4,332,660) | |
Exploration write off | - | (10,427,155) | |
Loss before tax | (40,829) |
| (14,759,815) |
Current tax on discontinued operations | - | 2,579,938 | |
Deferred tax on discontinued operations | - | 6,831,888 | |
Loss after tax on discontinued operations | (40,829) |
| (5,347,989) |
Gain on disposal 2 | - | 10,464,548 | |
Share of loss from equity accounted joint venture 4 | (3,009,250) | (2,803,202) | |
Impairment loss on equity accounted joint venture 3 4 | (6,505,191) | (2,639,976) | |
Share based payments and currency translation difference from joint venture | (1,206,439) | - | |
| |||
Total loss after tax from discontinued operations | (10,761,709) |
| (326,619) |
| |||
Loss per share from discontinued operations (note 12): operations | |||
Basic | (18.30) | (0.58) | |
Diluted | (18.30) | (0.58) |
1 Expenses from discontinued operations for the financial year ended 2024 include £285,230 of historic currency translation adjustments, previously held in the currency translation reserves, that were taken to the statement of comprehensive income as unrealized foreign exchange loss on the disposal of Longboat JAPEX
2 At the date of disposal the fair value of the joint venture was calculated based on the fair value of the consideration received. There are three tranches to the investment consideration.
| 2023 | ||
| £ | ||
Fair value of Joint Venture of Longboat JAPEX** | 17,555,140 | ||
Net assets at date of loss of control | (7,090,592) | ||
Gain on loss of control |
|
| 10,464,548 |
|
|
|
At the date of completion, the assets and liabilities of Longboat JAPEX were deconsolidated reflecting the loss of control of the subsidiary. Details of the balances at the date of completion are shown below:
Assets and liabilities deconsolidated |
|
| 14 July 2023 |
| |||
Intangible assets | 23,166,865 | ||
Property, plant and equipment | 42,013 | ||
Tax recoverable |
|
| 39,429,854 |
Cash |
|
| 1,693,429 |
Other current assets |
|
| 1,349,818 |
Total assets |
|
| 65,681,978 |
|
|
| |
Exploration finance facility |
|
| 35,710,740 |
Other current liabilities |
|
| 2,621,719 |
Deferred tax |
|
| 16,548,598 |
Other long-term liabilities |
|
| 3,710,329
|
Total liabilities |
|
| 58,591,386 |
|
|
| |
Net Assets
|
|
| 7,090,592 |
3 At the date of disposal of the Company's remaining 50.1% share in Longboat JAPEX, the carrying value of the investment was written down to the recoverable amount of $2.5 million (£1.9 million), resulting in an impairment charge of £6.5 million.
4 Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX.
12. Losses per share
| Group | ||
|
|
| Restated |
| 2024 |
| 2023 |
| £ |
| £ |
Number of shares | |||
Weighted average number of ordinary shares for basic earnings per share | 57,545,029 | 56,670,294 | |
Losses | |||
Losses for basic and diluted losses per share being net loss attributable to equity shareholders of the Company for: | |||
Continuing operations | (5,685,500) | (3,860,415) | |
Discontinued operations | (10,761 709) | (326,619) | |
Losses per share (expressed in pence) | |||
Basic and diluted from continuing operations | (9.88) | (6.81) | |
Basic and diluted from discontinued operations | (18.70) | (0.58) |
Basic and diluted losses per share are calculated by dividing the losses attributable to ordinary shareholders by the weighted average number of shares outstanding during the period. Share options and awards are not included in the dilutive calculation for loss making periods because they are anti-dilutive.
13.Investments in subsidiaries and equity accounted joint venture
| Group | ||
| 2024 |
| 2023 |
| £ |
| £ |
Investments in joint venture | - | 12,461,890 | |
On 14 July 2023 the Company's formerly wholly owned Norwegian subsidiary issued new shares, representing 49.9% of its total enlarged issued share capital, to JAPEX. This share issue resulted in the Company losing its controlling interest in its subsidiary and created a new joint venture investment with JAPEX, where the Company and JAPEX held equal voting rights over the renamed Longboat JAPEX Norge AS.
This legal entity was held in the Group accounts as an investment in joint venture and is accounted for using the Equity method of accounting.
Company Name | Address | Incorporated | Class of shares | Holding | Voting rights |
Longboat JAPEX Norge AS
| Strandkaien 36, 4005 Stavanger, Norway.
| 5 Dec 2019. | Ordinary | 50.1% | 50% |
On 17 June 2024 the Company announced the agreement to sell its 50.1% holding in Longboat JAPEX to JAPEX for a sum of $2.5 million. The sale was completed on 12 July 2024.
| Group | ||
| 2024 |
| 2023 |
| £ | £ | |
Cost or valuation | |||
At 1 January | 12,461,890 | - | |
Proceeds from disposal of investment in joint venture | (1,935,912) | - | |
Fair value of joint venture of Longboat JAPEX | - | 17,555,139 | |
Share of loss from equity accounted joint venture | (3,009,250) | (2,803,202) | |
Impairment loss on equity accounted joint venture | (6,505,191) | (2,639,976) | |
Foreign exchange | (1,011,537) | 349,929 | |
At 31 December | - | 12,461,890 |
Longboat JAPEX Income statement
Group | |||
1 January 2024 to |
| 15 July to | |
12 July 2024 |
| 31 Dec 2023 | |
£ |
| £ | |
Revenue | 10,536,338 | - | |
Exploration write off | (331,193) | (17,247,984) | |
Exploration Financing Facility fees | (230,162) | (1,515,610) | |
Impairment loss | (4,033,057) | - | |
Other operating costs | (10,335,625) | (770,087) | |
Tax | (1,612,788) | 13,938,468 | |
(6,006,487) | (5,595,213) | ||
Company share: 50.1% | (3,009,250) | (2,803,202) | |
In the period from 1 January 2024 to 12 July 2024, majority of the loss relates to the impairment of Statfjord satellites licenses (£4 million) and tax expense (£1.6 million).
In the period from 15 July 2023 to 31 December 2023, the majority of the loss relates to the write off of the Velocette licence costs (£17.2 million), EFF fees (£1.5 million) and general overheads (£0.8 million) offset partially by a tax credit (£13.9 million).
| Company | ||
| 2024 |
| 2023 |
| £ | £ | |
| |||
Investment in subsidiaries | 510,469 | 418,794 | |
Investment in joint venture | - | 13,465,865 | |
510,469 | 13,884,659 | ||
The Company's investments at the statement of financial position date in the share capital of companies include the following:
Company Name | Address | Incorporated | Class of shares | Holding % |
Longboat Energy (2A) Limited | 5th Floor, One New Change, London | 16 Jan 2023 | Ordinary | 100 |
Topaz Number One Limited | 5th Floor, One New Change, London | 6 Jul 2022 | Ordinary | 100 |
Seascape Energy (SE Asia) Sdn.Bhd | Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 5040 | 19 Oct 2023 | Ordinary | 100 |
Longboat Energy (DEWA) Limited | 5th Floor, One New Change, London | 7 April 2024 | Ordinary | 100 |
During the year, the Company assessed the carrying value of the investment in subsidiaries for indicators of impairment. No impairments were recognised in the period.
On 2 December 2024, the Company announced the farm out of the Block 2A PSC through the sale of Longboat Energy (2A) Limited (LBE2A) to INPEX. As at the year end, the investment in LBE2A has been reclassified to 'asset held for sale'.
Movements in non-current investments
Company |
|
| Subsidiaries |
|
|
| |
|
| £ | |
Cost | |||
At 31 December 2023 and 1 January 2024 | 610,469 | ||
Reclass to Assets held for sale (Note 18) | (100,000) | ||
At 31 December 2024 | 510,469 | ||
Valuation | Joint Ventures | ||
| £ | ||
At 1 January 2023 | - | ||
Initial recognition of equity accounted joint venture - cost | 13,465,865 | ||
At 31 December 2023 | 13,465,865 | ||
Proceeds from disposal of investment in joint venture | (1,935,912) | ||
Loss on disposal1 | (11,529,953) | ||
At 31 December 2024 | - |
1 During the year ended 31 December 2024, the Group incurred share-based payment expenses with respect to Longboat Japex Norge AS of £544,830, which was recognised within income statement loss on disposal. The total loss on disposal recognised, including this amount, was therefore £12,074,783 for the year (2023: £nil).
14.Exploration and evaluation assets
Group | |||
2024 |
| 2023 | |
| £ |
| £ |
Cost | |||
At 1 January | 572,512 | 34,661,436 | |
Additions | 277,997 | 2,013,790 | |
Exploration asset acquisition | - | 377,366 | |
Foreign currency adjustments | 17,323 | (2,955,897) | |
Exploration write-off Disposal | - - | (10,427,155) (23,097,028) | |
Reclass to Asset held for sale (Note 18) | (582,474) | - | |
At 31 December | 285,358 | 572,512 | |
Carrying amount | |||
At 31 December | 285,358 | 572,512 |
On 21 October 2024 the Group was awarded a Production Sharing Contract for the DEWA Cluster under the Malaysian Bid Round.
On 30 November 2024, the Group entered into an agreement with INPEX to farm out its interest in the 2A PSC through the sale of LBE2A. As at the year end, the exploration and evaluation assets held in the 2A PSC has been reclassified to Asset held for sale.
At 31 December 2024, there were no indicators of impairment under IFRS 6 and, therefore, no full impairment assessment was undertaken
15.Property, plant and equipment
Fixtures and fittings | Computers | Total | ||||||
GROUP |
|
| £ |
| £ |
| £ | |
Cost | ||||||||
At 1 January 2023 | 45,931 | 54,421 | 100,352 | |||||
Additions Disposal | - (40,294) | 6,576 (20,693) | 6,576 (60,987) | |||||
Foreign currency adjustments | (4,230) | (2,172) | (6,402) | |||||
At 31 December 2023 | 1,407 | 38,132 | 39,539 | |||||
Additions | - | 8,437 | 8,437 | |||||
Foreign currency adjustments | - | 126 | 126 | |||||
At 31 December 2024 | 1,407 | 46,695 | 48,102 | |||||
Accumulated depreciations | ||||||||
At 1 January 2023 | 7,596 | 26,649 | 34,245 | |||||
Charge for the year Disposal | 2,561 (10,783) | 7,918 (11,161) | 10,479 (21,944) | |||||
Foreign currency adjustments | 1,564 | 4,834 | 6,398 | |||||
At 31 December 2023 | 938 | 28,240 | 29,178 | |||||
Charge for the year | 469 | 6,938 | 7,407 | |||||
Foreign currency adjustments | - | 22 | 22 | |||||
At 31 December 2024 | 1,407 | 35,200 | 36,607 | |||||
Carrying amounts | ||||||||
At 31 December 2024 | - | 11,495 | 11,495 | |||||
At 31 December 2023 | 469 | 9,892 | 10,361 | |||||
Fixtures and fittings | Computers | Total | |||||||
COMPANY |
|
| £ |
| £ |
| £ | ||
Cost | |||||||||
At 1 January 2023 | 1,407 | 31,557 | 32,964 | ||||||
Additions | - | 6,575 | 6,575 | ||||||
At 31 December 2023 | 1,407 | 38,132 | 39,539 | ||||||
Additions | - | 1,506 | 1,506 | ||||||
At 31 December 2024 | 1,407 | 39,638 | 41,045 | ||||||
Accumulated depreciations and | |||||||||
Impairment | |||||||||
At 1 January 2023 | 469 | 18,229 | 18,698 | ||||||
Charge for the year | 469 | 10,011 | 10,480 | ||||||
At 31 December 2023
| 938 | 28,240 | 29,178 | ||||||
Charge for the year | 469 | 5,758 | 6,227 | ||||||
At 31 December 2024 | 1,407 | 33,998 | 35,405 | ||||||
Carrying amounts | |||||||||
At 31 December 2024 | - | 5,640 | 5,640 | ||||||
At 31 December 2023 | 469 | 9,892 | 10,361 | ||||||
16.Cash and cash equivalents
Group |
| Company | |||
2024 | 2023 | 2024 | 2023 | ||
£ | £ |
| £ | £ | |
|
|
|
|
| |
Cash and bank balances | 2,988,607 | 3,684,541 |
| 2,191,612 | 3,542,798 |
| |||||
Less: cash restricted in use | (520,708) | (850,684) | - | (803,417) | |
Unrestricted cash and bank balances | 2,467,899 | 2,833,857 | 2,191,612 | 2,739,381 | |
Add: cash included as held for sale | 315,363 | - | - | - | |
Cash and cash equivalents | 2,783,262 | 2,833,857 | 2,191,612 | 2,739,381 | |
|
Cash restricted in use for the financial year ended 2024 represents deposits placed with financial institutions as guarantees against the value of minimum work commitment to be carried out by Longboat Energy (DEWA) Limited (2023: consist of minimum work commitment for Longboat Japex Norge AS amounted to £803,417 and Longboat Energy (2A) Limited amounted to £47,267).
17.Trade and other receivables
| Group | |||
2024 | 2023 | |||
| £ |
| £ | |
|
|
|
| |
Current |
|
|
|
|
Trade receivables | 1,220 | 79,409 | ||
Receivables from joint venture | - | 848,602 | ||
VAT recoverable | 71,383 | 189,833 | ||
Other receivables | 14,678 | 128,818 | ||
Deposits | 1,522 | - | ||
Prepayments | 24,124 | 96,689 | ||
112,927 | 1,343,351 | |||
| ||||
| Company
| |||
2024 | 2023 | |||
Current | ||||
Amounts owed by subsidiaries | - | 887,373 | ||
Less expected credit loss | - | (443,687) | ||
- | 443,686 | |||
| ||||
Loan to subsidiaries | 3,035,783 | - | ||
Receivables from joint venture | - | 848,602 | ||
VAT recoverable | 71,282 | 186,442 | ||
Other receivables | 14,663 | 42,740 | ||
Prepayments | 17,323 | 96,689 | ||
3,139,051 | 1,618,159 |
The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Amounts owed by subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Increase in the amounts owed by subsidiaries are mainly contributed by the expansion of subsidiaries' operational activities under the 2A PSC and the establishment of new subsidiary. The increase reflects higher intercompany transactions, including funding support for PSC exploration activities, and other operational requirements.
The loans to subsidiaries as at 31 December 2024 are non-trade in nature, unsecured, bear interest of 7.50% per annum and are repayable on demand.
Receivables from joint venture includes expenses and management service charges to Longboat JAPEX, all amounts were fully repaid during the financial year 2024.
Analysis, which considers both historical and forward looking qualitative and quantitative information was performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. The Group's current receivables balance of £0.1million (2023: £1.3 million) have been assessed and no ECL provision has been determined to apply. The Company had a receivables balance of £1.6 million as at the year ended 2023, which includes £0.4 million ECL provision against receivables from the amount owed by a subsidiary, LBE2A, based on probability of repayment having considered the risks associated with the underlying assets of the Company.
The ECL on the amount owed by a subsidiary has been subsequently reversed during the financial 2024. On 30 November 2024, the Group entered into an agreement to farm out a 42.5% participating interest in the 2A PSC through the sale of LBE2A to INPEX, for initial cash consideration of $10 million. The sale was completed on 17 March 2025.
18.Assets and liabilities classified as held for sale
Block 2A PSC Farm Out
On 30 November 2024, the Group farmed-out a 42.5% participating interest in the 2A PSC to INPEX retaining a 10% participating interest through its wholly-owned subsidiary, Topaz Number One Limited.
The farm-out was effected through a Share Sale & Purchase Agreement with INPEX for the entire share capital of LBE2A. Prior to this transaction a 5.75% participating interest in the 2A PSC was sold by TNOL to LBE2A at book cost increasing LBE2A's participating interest and its sole asset, to 42.5%. The sale of LBE2A completed on 17 March 2025.
The assets and liabilities of LBE2A has been disclosed as Assets and Liabilities Held for Sale and the profit or loss generated from LBE2A for the year has been disclosed as loss from discontinued operations.
|
|
|
| Group | |
|
|
|
| 2024 | |
| £ | ||||
| |||||
Intangible assets | 582,474 | ||||
Other receivables | 120,733 | ||||
Cash at bank | 315,363 | ||||
Total assets classified as held for sale |
|
|
|
| 1,018,570 |
Trade and other payables | 71,388 | ||||
Total liabilities classified as held for sale | 71,388 | ||||
|
|
|
| Company | |
|
|
|
| 2024 | |
| £ | ||||
Investment in subsidiary | 100,000 | ||||
Total assets classified as held for sale | 100,000 |
19.Trade and other payables
Group | |||
2024 | 2023 | ||
| £ | £ | |
Trade payables | 76,299 | 257,903 | |
Accruals | 540,068 | 149,808 | |
Social security and other taxation | 39,085 | 114,386 | |
Payables to joint venture | - | 351,913 | |
Other payables | 13,905 | 20,227 | |
Trade and other payables | 669,357 | 894,237 |
Company
| |||
2024 | 2023 | ||
| £ | £ | |
Trade payables | 83,607 | 157,464 | |
Accruals | 401,742 | 74,186 | |
Social security and other taxation | 39,085 | 114,386 | |
Payables to associates | - | 317,028 | |
Other payables | - | 20,227 | |
524,434 | 683,291 |
Included within payables to joint venture are time writing expenses recharged to Longboat JAPEX, all amounts were fully repaid during 2024.
Accruals comprise audit and accounting fees and other operational related costs at the year end.
At 31 December 2024, the Group has accrued for bonuses and professional fees with respect to ongoing business development activities.
The directors consider that the carrying amount of trade and other payables approximates to their fair value.
20.Provisions
Group
| |||
| 2024 | 2023 | |
| £ | £ | |
Provision for deferred salaries and bonus | 702,000 | - | |
Company
| |||
2024 | 2023 | ||
£ | £ | ||
Provision for deferred salaries and bonus | 519,483 | - | |
On 1 July 2024, the Executive Chairman and the CEO deferred a proportion of their salaries pending an improvement in the financial position of the Group. As at 31 December 2024, the Group and the Company made a provision for these deferred salaries and performance bonuses for directors and employees in view of the successful farm-out of Block 2A on 30 November 2024.
21.Contingent consideration
| Group and Company
| ||
| 2024 |
| 2023 |
| £ |
| £ |
| |||
At 1 January | 239,688 | - | |
Acquisition of Topaz Number One Limited | - | 239,688 | |
Change in estimate | 55,023 | - | |
Unwinding of discount (Note 8) | 14,114 | - | |
At 31 December | 308,825 | 239,688 |
Acquisition of Topaz Number One Limited
In September 2023, the Company acquired TNOL whose sole asset was a 15.75% interest in the 2A PSC. The fair value of the consideration paid and payable for the 100% share in TNOL was $403,000 (£318,794). The fair value of the assets and liabilities acquired at completion on 21 December 2023 are shown below:
2023 | |
Assets: | £ |
Exploration assets | 377,366 |
Accounts receivable | 81 |
Under/overcall | 83,917 |
Liabilities: | |
Accounts payable | (111,295) |
Accruals | (31,275) |
Net assets at fair value | 318,794 |
Consideration: | |
Equity issued on completion ($100,000) | 79,106 |
Contingent fair value consideration ($303,000) | 239,688 |
Total consideration | 318,794 |
As part of the purchase agreement with the vendor of TNOL, the consideration was made up of three tranches.
Tranche 1 was equivalent to $0.1 million, settled by an issue of 441,470 new ordinary shares in the Company on 20 December 2023. This tranche has been fully settled and nothing further is payable with respect to it.
Tranche 2 was equivalent to $0.125 million, was contingent and became payable in the shares of Seascape Energy Asia plc upon the farm out of the Company's interest in the 2A PSC which occurred on 30 November 2024. Accordingly an issue of 278,870 new ordinary shares in the Company, was made on completion on 17 March 2025. This tranche has been fully settled and nothing further is payable with respect to it.
Tranche 3 (part 1) is contingent on an exploration well announcement in excess of 600bcf (well must commence drilling within 5 years). The payment will be equivalent of $1 million and will be settled in cash or allotment of shares in the Company, at the discretion of the Company.
Tranche 3 (part 2) is contingent on the growth in the Company's share price. The payment will be equivalent of up to $2 million, based on the table shown below, and will be settled in cash or an allotment of shares in the Company at its discretion.
Growth in Seascape | Consideration | |
Shares Average Price | % | USD |
|
|
|
0-9.9% | 0% | - |
10-24.9% | 33% | 666,667 |
25-49.9% | 67% | 1,133,333 |
>=50% | 100% | 2,000,000 |
If a liquidity event occurs, involving the sale of TNOL's share in the 2A PSC then Tranche 3 will be calculated instead upon the proceeds of the liquidity event, but capped at the total of $3.0 million, as above.
To calculate the fair value of the consideration at the time of the acquisition of TNOL, a base case, low case and liquidity case scenario were risked, weighting and discounted, taking into account the expected chance of a farm down, expected chance of >600bcf discovery and the expected impact on the share price. Also included was the liquidity scenario where the chance of a sale of the interest in the 2A PSC was estimated.
At the acquisition date the fair value of the contingent consideration was calculated to be $0.3 million (£0.2 million). A change of probability of success by 5 percentage points would lead to a 33% change in the fair value consideration of TNOL, equivalent to USD $100k (£80k). As the plans for the drilling of the exploration well on Block 2A firm up, the Company expects to increase the probability of success and associated contingent liability.
22.Deferred tax
GROUP
The following are the deferred tax liabilities and assets recognised and movements thereon during the current and prior reporting period.
|
| ACAs | |
|
| £ | |
Deferred tax balance at 1 January 2023 | 25,736,898 | ||
Deferred tax movements in prior year | |||
Differences in tax basis for offset of tax losses in Norway Foreign exchange | (8,385,916) (802,384) | ||
Disposal | (16,548,598) | ||
Deferred tax liability at 31 December 2023 | - | ||
Deferred tax movements in current year | |||
Temporary differences arising from fixed assets | 419 | ||
Foreign exchange | 8 | ||
Deferred tax liability at 31 December 2024 | 427 |
At the reporting date the Group had an unrecognised deferred tax asset of £3.0 million (2023: £2.0 million), an increase of £1.0 million, materially all of which relates to continuing operations. Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
23.Called up share capital
|
|
| Group and Company
| ||
|
|
| 2024 |
| 2023 |
|
| £ |
| £ | |
Authorised, called up, allotted and fully paid | |||||
62,818,946 (2023: 57,108,120) ordinary shares | 6,281,895 | 5,710,812 |
Each ordinary share has a par value of £0.10.
The share capital issues during 2023 and 2024 are summarized as follows:
|
|
| Group and Company
| ||
|
|
| Number of shares |
| Nominal value |
|
|
|
| £ | |
At 1 January 2023 | 56,666,666 | 5,666,667 | |||
Shares issued on acquisition of subsidiary | 441,470 | 44,147 | |||
At 31 December 2023 and 1 January 2024 | 57,108,136 |
| 5,710,814 | ||
Shares issued for cash | 5,710,810 | 571,081 | |||
At 31 December 2024 |
|
| 62,818,946 |
| 6,281,895 |
On 4 December 2024, the Company raised £1,998,787 through the issue of 5,710,810 new ordinary shares for cash at £0.35 each.
24.Share premium account
Group and Company
| |||
2024 |
| 2023 | |
£ |
| £ | |
At 1 January | 35,605,370 | 35,570,411 | |
Shares issued on acquisition of subsidiary (Note 30) | - | 34,959 | |
Shares issued for cash Costs of share issue | 1,427,460 (223,410) | - - | |
At 31 December | 36,809,420 | 35,605,370 |
25.Share based payments
Group and Company
| |||
2024 |
| 2023 | |
£ |
| £ | |
At 1 January | 1,024,486 | 660,449 | |
Awarded to UK employees | 424,648 | 199,017 | |
Awarded to Malaysian employees | 104,575 | - | |
Awarded to Norwegian employees (discontinued operations) | 186,758 | 165,020 | |
Transferred to retained earnings | (1,274,269) | - | |
At 31 December | 466,198 | 1,024,486 | |
During the year, the Company operated three share incentive schemes: the Long-Term Incentive Plan (LTIP), the Co-investment plan (CIP) and the NED Long-Term Incentive Plan. The remaining awards made in 2019 under the Founder Incentive Plan (FIP) all lapsed during the period. Details of the schemes are summarised in the Remuneration Report prepared by the Remuneration Committee are as follows:
Co-Investment Plan (CIP) awards
For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation run through the Monte Carlo Model:
Grant date | 3 Aug 23 | 10 Feb 22 (Part A) | 10 Feb 22 (Part B) | 02 Jul 21 |
Performance period (years) | 3 | 3 | 3 | 3 |
Share price at grant date | £0.30 | £0.57 | £0.57 | £0.70 |
Exercise price | Nil | £0.10 | £0.10 | £0.10 |
Risk free rate | 4.73% | 1.35% | 1.35% | 15.00% |
Dividend yield | 0% | 0% | 0% | 0% |
Volatility of Company share price | 62% | 50% | 50% | 51% |
Fair value per award | £0.18 | £0.19 | £0.24 | £0.38 |
2024 | 2023 | Weighted average fair | |
No. | No. | value (£ per share) | |
Outstanding at beginning of the period |
1,219,212 |
794,505 |
£0.29 |
Lapsed during the period | (916,501) | - | (£0.38) |
Granted during the period | - | 424,707 | - |
Outstanding at the end of the period | 302,711 | 1,219,212 | £1.16 |
Exercisable at the end of the period | nil | nil |
The weighted average exercise price of outstanding options is £0.03 (2023: £0.07).
The weighted average remaining contractual life as at 31 December 2024 is 37 months (2023: 14 months).
Long Term Incentive Plan and NED Long Term Incentive Plan
The 2024 awards have been valued using the Black Scholes Model as there is no TSR conditions attached to them. All other historic awards have been valued using the Monte Carlo model, which calculates a fair value based on a large number of randomly generated simulations of the Company's TSR.
Grant date
| 7 Oct 24 | 15 Jul 24 | 3 Aug 23 | 7 Jan 22 | 12 Aug 22 | 8 Nov 21 | 1 Oct 21 | 2 Jul 21 | 2 Jul 21 | 24 Sep 20 |
Weighted average share price at grant date | £0.22 | £0.22 | £0.305 | £0.624 | £0.430 | £0.705 | £0.780 | £0.720 | £0.720 | £0.885 |
TSR performance | none | none | - | - | - | - | - | - | - | - |
Risk free rate | 4.12% | 4.12% | 4.73% | 0.85% | 1.96% | n/a | 0.60% | 0.09% | 0.15% | -0.1% |
Dividend yield | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
Volatility of Company share price | 101% | 100% | 62% | 50% | 52% | n/a | 50% | 51% | 51% | 58% |
Weighted average fair value | £0.16 | £0.16 | £0.18 | £0.27 | £0.23 | £0.33 | £0.36 | £0.27 | £0.33 | £0.33 |
The risk-free rate assumption has been set as the yield as at the calculation date on zero-coupon government bonds of a term commensurate with the remaining performance period.
The historical three-year volatility of the constituents of the FTSE AIM Oil & Gas super sector, as of the date of grant, was used to derive the volatility assumption.
Long Term Incentive Plan
| Restated | |
2024 | 2023 | |
No. | No. | |
Outstanding at 1 January | 4,961,600 | 1,560,600 |
Awarded during the year | 6,963,646 | 3,401,000 |
Forfeited during the year | (3,485,687) | - |
Outstanding at the 31 December | 8,439,559 | 4,961,600 |
Exercisable at the 31 December | nil | 536,700 |
NED Incentive Plan
2024 | 2023 | |
No. | No. | |
Outstanding at 1 January | - | nil |
Awarded during the year | 486,790 | nil |
Forfeited during the year | - | nil |
Outstanding at the 31 December | 486,790 | nil |
Exercisable at the 31 December | nil | nil |
The weighted average exercise price of outstanding options is £0.17 (2023: £0.10).
The weighted average remaining contractual life as at 31 December 2024 is 52 months (2023: 22 months).
26.Currency translation reserve
2024 |
| 2023 | |
GROUP | £ |
| £ |
At the beginning of the year | 310,803 | 561,242 | |
Currency translation differences on joint venture | - | 349,929 | |
Currency translation difference on disposal of subsidiary | - | (561,242) | |
Currency translation difference on foreign subsidiaries | 32,254 | (39,126) | |
Disposal of joint venture | (349,929) | - | |
At the end of the year | (6,872) | 310,803 |
The currency translation reserve relates to the movement in translating operations denominated in currencies other than sterling into the presentation currency.
27.Cash absorbed by continuing operations
Group |
| |||
|
| Restated |
| |
2024 |
2023 | |||
| £ |
| £ | |
Loss for the year before tax before other comprehensive income 1 | (5,685,081) | (3,860,415) | ||
Add back: | ||||
Interest payable | - | 51 | ||
Interest receivable | (111,758) | (155,397) | ||
Depreciation | 7,407 | 10,479 | ||
Equity settled share-based payment expense | 527,411 | 199,017 | ||
Unwinding discount on contingent consideration | 14,114 | - | ||
Changes in estimate on contingent consideration | 55,023 | |||
Movements in working capital: | ||||
Decrease/(increase) in trade and other receivables | 1,121,103 | (884,733) | ||
Increase in trade and other payables | 45,801 | 737,266 | ||
Movement in provision | 702,000 | - | ||
Cash absorbed by operations | (3,323,980) | (3,953,732) |
1 Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX.
28.Cash absorbed by discontinuing operations
Group | |||
|
| Restated | |
| |||
2024 | 2023 | ||
GROUP | £ |
| £ |
Loss for the year after tax before other comprehensive income 1 | (10,761,709) | (326,619) | |
Add back: | |||
Taxation credit | - | (9,411,827) | |
Write offs | - | 10,427,155 | |
Depreciation | - | 5,007 | |
Interest payable | - | 1,191,918 | |
Interest receivable | (543) | (41,589) | |
Share-based payment expense | 544,830 | 74,309 | |
Time writing adjustment | - | (425,002) | |
Historic bank fees | - | 124,690 | |
Lease depreciation | - | 35,671 | |
Least interest | - | (59,290) | |
EFF commitment fee | - | 175,521 | |
Gain on deconsolidation | - | (10,464,548) | |
Loss from investment 1 | 3,670,859 | 2,803,202 | |
Impairment loss on investment 1 | 6,505,191 | 2,639,976 | |
Movements in working capital: | |||
(Increase)/decrease in trade and other receivables | (369,485) | 126,667 | |
(Decrease)/increase in trade and other payables | (199,294) | 461,417 | |
Cash absorbed by discontinued operations | (610,151) | (2,663,342) |
1 Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX.
29.Financial risk management
The Group is exposed to financial risks through its various business activities. In particular, changes in interest rates and exchange rates can have an effect on the capital and financial situation of the Group. In addition, the Group is subject to credit risks.
The Group has adopted internal guidelines, which concern risk control processes and which regulate the use of financial instruments and thus provide a clear separation of the roles relating to operational financial activities, their implementation and accounting, and the auditing of financial instruments. The guidelines on which the Group's risk management processes are designed to ensure that the risks are identified and analysed across the Group. They also aim for a suitable limitation and control of the risks involved, as well as their monitoring.
The Group controls and monitors these risks primarily through its operational business and financing activities.
Credit Risks
The credit risk describes the risk from an economic loss that arises because a contracting party fails to fulfil their contractual payment obligations. The credit risk includes both the immediate default risk and the risk of credit deterioration, connected with the risk of the concentration of individual risks. For the Group, credit and default risks are concentrated in the financial institutions in which it places cash deposits.
The Group's policy is to place its cash with banks with an appropriate credit rating in accordance with the Company's Treasury Risk Management Policy.
Notwithstanding existing collateral, the amount of financial assets indicates the maximum default risk in the event that counterparties are unable to meet their contractual payment obligations. The maximum credit default risk amounted to £3,442,123 (2023: £4,741,369) at the statement of financial position date, of which £3,303,970 (2023: £3,684,541) was cash on deposit at banks.
| Group |
| Company | |||
2024 | 2023 | 2024 | 2023 | |||
| Rating | £ | £ | £ | £ | |
DNB Bank ASA | Aa1 | 2,191,612 | 3,617,563 | 2,191,612 | 3,542,798 | |
OCBC Bank (Malaysia) Berhad | Aa1 | 273,924 | 66,978 | - | - | |
CIMB Islamic Bank Berhad | Baa1 | 523,071 | - | - | - | |
| ||||||
Cash held in continuing operations | 2,988,607 | 3,684,541 | 2,191,612 | 3,542,798 | ||
DNB Bank ASA | 76,815 | - | - | - | ||
OCBC Bank (Malaysia) Berhad | 238,548 | - | - | - | ||
Cash held in asset held for sale | 315,363 | - | - | - | ||
Liquidity Risks
Liquidity risk is defined as the risk that a Company may not be able to fulfil its financial obligations. The Group manages its liquidity by maintaining cash and cash equivalents sufficient to meet its expected cash requirements. The Group has assessed the ability of the Group's in meeting their cash requirements for the next twelve month in the statement of going concern.
At 31 December 2024, the Group had cash on deposit of £3,303,970 (2023: £3,684,541).
Market Risks
Interest Rate Risks
Interest rate risks exist due to potential changes in market interest rates and can lead to a change in the fair value of fixed-interest bearing instruments, and to fluctuations in interest payment for variable interest rate financial instruments.
In the financial year ended 2023, the Group was exposed to Interest rate risks through the Groups Exploration Facility in Norway. The table below shows the impact in GBP on pre-tax profit and loss in the joint venture of a 10% increase/decrease in the interest rates, holding all other variables constant.:
2024 |
| 2023 | |
£ | £ | ||
| |||
Interest rate increase/decrease by 10% | - | 76,578 |
The Group is exposed to interest rate risks on cash held on deposit at banks. Interest income for the year to 31 December 2024 was £112,301 (2023: £155,397). These accounts are maintained for liquidity rather than investment, and the interest rate risk on deposits is not considered material to the Group.
Currency risks
The Group operates in the UK and Malaysia, incurring expenses and holding cash in sterling, United States dollars, Malaysian Ringgit (historically also in Norwegian kroner). The Group incurs some expenditure in foreign currency when the investment policy requires services to be obtained overseas. The foreign exchange risk on these costs is not considered material to the Group.
The following table shows the carrying amounts, amortised amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Group | |||||||
Carrying amount | Amortised cost | FVTPL |
| Carrying amount | Amortised cost | FVTPL | |
| 2024 | 2024 | 2024 |
| 2023 | 2023 | 2023 |
Loans and receivables | £ | £ | £ |
| £ | £ | £ |
Cash and cash equivalent | 2,467,899 | 2,467,899 | - |
| 2,833,857 | 2,833,857 | 2,833,857 |
Restricted cash | 520,708 | 520,708 | - |
| 850,684 | 850,684 | 850,684 |
Trade and other receivables (note 17) | 88,803 | 88,803 | - |
| 1,246,662 | 1,246,662 | - |
Total financial assets | 3,077,410 | 3,077,410 | - |
| 4,931,203 | 4,931,203 | 3,684,541 |
Financial liabilities measured at amortised cost |
| ||||||
Trade and other payables (note 19) | 129,289 | 129,289 | - |
| 744,429 | 744,429 | - |
Provisions (note 20) | 702,000 | - | 702,000 |
| - | - | - |
Total financial liabilities | 831,289 | 129,289 | 702,000 |
| 744,429 | 744,429 | - |
Total financial instruments | 2,246,121 | 2,948,121 | (702,000) |
| 4,186,774 | 4,186,774 | 3,684,541 |
Company | |||||||
Carrying amount | Amortised cost | FVTPL |
| Carrying amount | Amortised cost | FVTPL | |
| 2024 | 2024 | 2024 |
| 2023 | 2023 | 2023 |
Loans and receivables | £ | £ | £ |
| £ | £ | £ |
Cash and cash equivalent | 2,467,899 | 2,467,899 | - |
| 2,833,857 | 2,833,857 | 2,833,857 |
Restricted cash | 520,708 | 520,708 | - |
| 850,684 | 850,684 | 850,684 |
Trade and other receivables (note 17) | 3,121,728 | 3,121,728 | - |
| 1,521,470 | 1,521,470 | - |
Total financial assets | 6,110,335 | 6,110,335 | - |
| 5,206,011 | 5,206,011 | 3,684,541 |
Financial liabilities measured at amortised cost |
| ||||||
Trade and other payables (note 19) | 122,692 | 122,692 | - |
| 609,105 | 609,105 | - |
Provisions (note 20) | 519,483 | - | 519,483 |
| - | - | - |
Total financial liabilities | 642,175 | 122,692 | 519,483 |
| 609,105 | 609,105 | - |
Total financial instruments | 5,468,160 | 5,987,643 | (519,483) |
| 4,596,906 | 4,596,906 | 3,684,541 |
At the year-end the Group and Company maintained the following cash reserves:
| Group |
| Company | |||
2024 | 2023 | 2024 | 2023 | |||
|
| £ | £ | £ | £ | |
Cash and cash equivalents held in GBP | 1,707,122 | 1,144,114 | 1,706,479 | 1,144,114 | ||
Cash and cash equivalents held in USD | 1,015,515 | 2,427,689 | 485,133 | 2,351,711 | ||
Cash and cash equivalents held in MYR | 265,970 | 65,765 | - | - | ||
Cash and cash equivalents held in NOK | - | 46,973 | - | 46,973 | ||
Cash held in continuing operations | 2,988,607 | 3,684,541 | 2,191,612 | 3,542,798 | ||
Cash and cash equivalents held in USD | 264,137 | - | - | - | ||
Cash and cash equivalents held in MYR | 51,226 | - | - | - | ||
Cash held in asset held for sale | 315,363 | - | - | - | ||
The Group's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.
2024 | 2023 | ||
£ | £ | ||
Cash and cash equivalents | 1,281,485 | 2,540,427 | |
Trade and other receivables | 32,824 | 353 | |
Trade and other payables | (57,020) | (788,127) | |
Net exposure | 1,257,289 | 1,752,653 | |
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in exchange rates through its balances not held in sterling. The table below shows the impact in sterling on pre-tax profit and loss of a 10% increase/decrease in the exchange rates, holding all other variables constant.
| 2024 | 2023 | |
£ | £ | ||
Exchange rate increases by 10% | 139,699 | 194,739 | |
Exchange rate decrease by 10% | (114,299) | (159,332) |
30.Retirement benefit schemes
Group
|
| ||||
2024 | 2023 | ||||
| £ |
| £ | ||
|
|
| |||
Defined contribution schemes | |||||
Charge to profit or loss in respect of defined contribution schemes: |
|
| |||
Continuing operations | 102,717 | 58,250 | |||
Discontinuing operations | - | 109,985 | |||
102,717 | 168,235 | ||||
Company
| |||
2024 |
| 2023 | |
| £ |
| £ |
|
|
| |
Defined contribution schemes | |||
Charge to profit or loss in respect of defined contribution schemes | 56,194 | 58,250 |
31.Related party transactions
a. Identities of related parties
The related parties of the Group and of the Company are:
(i) Its subsidiaries as disclosed in Note 13 to the financial statements; and
(ii) Members of the Board of Directors are deemed to be key management personnel. Key management personnel compensation for the financial period is the same as the Director remuneration set out in the Corporate Governance Statement except for key management personnel as disclosed in (d).
b. In addition to the information detailed elsewhere in the financial statements, set out below are other significant transactions and outstanding balances with related parties during the financial year:
| 2024 | 2024 | 2023 | 2023 |
Group |
Transactions (£) | Balance outstanding (£) |
Transactions (£) | Balance outstanding (£) |
Net expenses recharged to/(by): | ||||
- Longboat JAPEX Norge AS | (218,359) | - | (94,497) | 496,689 |
Company | ||||
Net expenses recharged to/(by): | ||||
- Longboat JAPEX Norge AS | (218,359) | - | (94,497) | 531,574 |
- Longboat Energy (2A) Limited | 88,065 | 36,604 | 843,678 | 443,686 |
- Topaz Number One Limited | 17,430 | 42,888 | (94,710) | - |
- Longboat Energy (Dewa) Limited | 52,048 | - | - | - |
- Seascape Energy (SE Asia) Sdn Bhd | 528,688 | 309,389 | - | - |
Advances to: | ||||
- Longboat Energy (2A) Limited | 1,222,741 | 1,222,741 | - | - |
- Topaz Number One Limited | 230,629 | 230,629 | - | - |
- Longboat Energy (Dewa) Limited | 511,103 | 511,103 | - | - |
- Seascape Energy (SE Asia) Sdn Bhd | 326,839 | 326,839 | - | - |
Interest on loan charged to: | ||||
- Longboat Energy (2A) Limited | 71,668 | 73,892 | - | - |
- Topaz Number One Limited | 5,265 | 6,559 | - | - |
- Longboat Energy (Dewa) Limited | 16,014 | 16,601 | - | - |
- Seascape Energy (SE Asia) Sdn Bhd | 11,284 | 11,699 | - | - |
The related party balances with Longboat JAPEX arose as a result of the agreements that were entered into at the time of establishment of the joint venture. On 12 July 2024, the Company completed the sale of the investment in Longboat JAPEX to JAPEX, hence there was no intercompany balance outstanding with the joint venture.
c. Other information
Directors' interests in the shares of the Company in the current and prior period, including family interests, were as follows:
Ordinary shares
2024* | 2023* | |
Graham Stewart | 350,000 | 350,000 |
Nicholas Ingrassia | 304,080 | 218,366 |
James Menzies | 2,220,604 | 321,872 |
Geraldine Murphy | 285,714 | - |
Helge Hammer (resigned on 30 April 2024) | - | 1,077,023 |
Jonathan Cooper (resigned on 27 June 2024) | - | 341,516 |
Jorunn Saetre (resigned on 27 June 2024) | - | 51,667 |
*As at the date of publication of the Report and Accounts for each respective year
Under IAS 24 section 4, all intragroup transactions which have been eliminated on consolidation are exempt from being disclosed as the Group has prepared consolidated financial statements.
The Group does not have one controlling party.
32.Minimum financial commitments
2024 | 2023 | |
£ | £ | |
Dewa Complex Cluster | 510,188 | - |
Longboat Energy (DEWA) Limited (LBE Dewa), a wholly-owned subsidiary of the Group, holds a 28% participating interest and a further 12% paying interest (on behalf of PETROS) in the Dewa Complex Cluster, and is obligated to carry out the minimum work commitments as stated in the production sharing contract. This includes conducting a detailed and systematic resource assessment for 12 fields on the hydrocarbon potential of the contract area through integrated geological, geophysical and geochemical studies on a regional scale trend and prospect level and thereafter submitting a resource assessment report to PETRONAS. The cost to be incurred by LBE Dewa in regard to the work commitments are estimated to be £510,188 (USD640,000).
33.Subsequent events
On 13 February 2025 the Company announced the appointment of Haida Hazri as an Independent Non-executive Director and Pierre Eliet as an Executive Director of the Company.
On 17 March 2025 the Company completed the sale to INPEX of LBE2A, the sole asset of which was a 42.5% participating interest in the 2A PSC for initial cash consideration of $10 million plus the reimbursement of historic costs.
On 20 March 2025 the Company announced that it had paid the first tranche of contingent consideration in relation to the acquisition of Topaz Number One Limited which totaled $125,000, payable through a further issue of new ordinary shares of 10 pence each in the Company. This became due upon an exploration well being committed on Block 2A or a farm-out.
Related Shares:
Seascape Energy