Preliminary Results

6 June 2025

Clontarf Energy plc

("Clontarf" or "the Company")

Preliminary Results for the Year Ended 31 December 2024

Clontarf Energy, the oil and gas exploration company focused on Bolivia and Ghana today announces its preliminary results for the year ending 31 December 2024.

The Company expects to shortly publish its 2024 Annual Report & Accounts and a further update will be made in this regard as and when appropriate.

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

For further information please visit http://clontarfenergy.com or contact:

Chairman's Statement

Our principal activities during this period were driving ahead Clontarf's lithium business in South America, by participating in the evolving 2024-25 Bolivian convocatoria, and helping develop the EU's Critical Resource Initiative, especially by perfecting extraction technologies, negotiating with offtakers, and financing sources.

Innovating Direct Lithium & Magnesium Extraction from brines:

• Our confidence in the potential of new Direct Extraction Techniques to transform the industry by increasing purities, minimising deleterious elements, and boosting throughput, has been vindicated.

• Laboratory & pilot plant testing of samples provided by YLB, and previous sampling campaigns, as well as synthetic brines, are highly encouraging - as are more extensive brines' production runs, including those based on observed Uyuni chemistries.

• By solving, together with our technical partners, the need to extract 100% of contained Magnesium, we have opened up potentially two independent income streams - both Lithium and Magnesium.

• The initial pilot plant of our JV technical partner NEXT-ChemX is progressing well at a trusted partner's industrial site in India, where synthetic samples were processed during 2024/25. We now have the technical and commercial confidence to build larger-scale production plants, whether in Bolivia or elsewhere, as soon as legal and commercial requirements are satisfied.

• The Magnesium breakthrough may enable development of salares, in additional countries, that would not have been economic at current prices through production of their Lithium content alone.

• Concern over security of supply of both mining and processing of Critical Resource Minerals is now mainstream - not just in Japan and China, but also in the USA and Europe. Off-takers are now open to financing arrangements, while EU funding is available for infrastructural development.

• The next stage is to complete the Memorandum of Understanding with the Bolivian State Lithium Company (YLB), and process further large brine volumes through the pilot-plant in India.

Reinforcing legal parameters in Bolivia

There is now broad consensus within the Bolivian authorities on economic and operating parameters. They have built on past experience, especially the world-class gas discoveries from innovative exploration from 1995 through 2000, followed by a slump in new discoveries when companies slashed investment due to legal uncertainty; all stakeholders are better off when reserves are growing rather than declining. Reasonable tax rates often yield higher returns than excessive fiscal terms that restrict economic progress. For projects to work, they must work for all stakeholders.

But all contracts must respect the prevailing law and constitution. The authorities have laboured to clarify and update the 2017 Lithium Law so as to avoid future issues, and thereby facilitate EU and private sector financing. Much progress has been made since we first explored brines, though as of May 2025, this reform has not been entirely implemented. Accordingly, the initial contracts (both service and joint venture agreements) have not yet been ratified. As the August 2025 elections approach, electoral dynamics have distracted policy-makers.

Because of the high level of interest, and logistics' challenges, the authorities adjusted dates and details for sampling, site visits, financial criteria, and detailed negotiations. Effectively, this prioritised the earliest convenios signed with state-backed Chinese and Russian companies from the 2021 convocatoria. In accordance with the rules of the 2024 convocatoria, the next to be negotiated were those companies (usually backed by larger groups) with an 'AA' credit rating. Clontarf, as an explorer, did not meet this AA goal, but it has an off-take partner which meets this requirement. During 2024, the authorities confirmed that the rating would henceforth influence the timing of negotiation among companies, but that the maturity of technology would be key. The impressive performance of our JV technical partner's pilot-plant in recovery, cost, and quality, therefore strengthens our relative position. But the resource is big enough for many suppliers.

Our process does not use significant volumes of fresh water, involve high electricity use or toxic chemicals, but there are sensitivities surrounding some alternative technologies used by other companies. Accordingly, all participating companies have been discreet.

Since late-2024, the authorities have focused on the maturity of the technology offered, especially whether an operating pilot plant is already commissioned - as well as financial criteria. This makes sense, since a proven Direct Lithium Extraction ("DLE") technology can be funded by offtakers, who are keen to secure supplies of battery-grade Lithium. With proven technologies, many companies will be in a position to negotiate development contracts.

Throughout this process, the EU Commission has shown vision and leadership in bringing together "Team Europe", while facilitating infrastructural investment for Bolivia to join the ranks of Lithium exporters. The EU dialogue has helped to streamline and improve selection criteria. We are optimistic that the EU's "Global Gateway" development initiative, perhaps treating Bolivian Lithium as a Beta project, may de-risk qualifying projects and finance infrastructural investment, which typically constitutes two-thirds of capex of new projects in virgin locations.

Most shareholders are long-term, with interests aligned with the business. A few are impatient and assume that "no news is bad news" - especially during trade tensions when markets are volatile. But all companies depend on legal certainty, for which they need acceptable, pro-enterprise laws. It is no secret that lengthy negotiations have continued with Bolivian communities, as any Google search of media coverage confirms. 

Likewise there are competitive sensitivities, as the EU's 2024 Critical Resource Minerals Initiative (in which Clontarf participates) is a response to the USA's 2022 Inflation Reduction Act, and indeed the successful Chinese policy to dominate global Critical Resource Minerals - sharpened by periodic Chinese export restrictions from 2010 through 2025.

To harvest the benefits of our work to date, we must protect our technology, and that of our technical partners, but also our close relationship with the Bolivian authorities and the EU Commission.

Following technical breakthroughs at our pilot facilities, we have worked on the chemical and operating engineering necessary to scale-up the process, while maintaining high quality and competitive costs. Once the authorities are comfortable with, and sign-off on this more detailed engineering phase, we anticipate early despatch of large bulk samples, to be followed by site-visits to pilot-plants, as originally planned.

Lithium, Magnesium and other Critical Resource Minerals prices have been volatile, as new supplies struggle to meet surging demand. High Lithium prices from 2020 - 2023 attracted incremental but low-grade Chinese Lepidolite and marginal African supplies - which are inadequate to meet fast-growing demand over time. Shorter-run price fluctuations are driven by temporary factors, including inventory levels, supply chain disruptions, and fears of tariff wars. 

When a centrally-planned economy like China dominates mining and especially processing, it can manipulate price indices as part of its Critical Resource Minerals' strategy. But medium-term commodity prices are driven by the cash costs of the marginal supplier. Brines' sources occupy the lower 20% of the cost curve, but the marginal hard-rock competitors' costs are now well above current prices. This is not sustainable, and prices will rise to economic levels - probably when trade tensions settle. 

As often with growing specialty chemicals, the pendulum will swing too far upwards, incentivising new investment. A short-term upwards price spike may echo the early 2020s surge, but we aim to rely on long-term contracts, rather than spot-prices or indices that are easily manipulated. What matters for such projects is average price realised, not peaks and troughs.

In discussions with offtakers, OEMs, private and EU financiers, all parties assumed that clean, Green high-purity Lithium salts would command a premium in European markets over the Chinese index, and that effectively all sales would be on the basis of long-term contracts.

Few players worry about medium-term demand growth, which is expected to have grown by 10 times between 2020 and 2030 to 3 million tonnes of Lithium Carbonate equivalent ("LCE") (equal to three times the 2024 demand). The market concern is to secure reliable long-term supplies of the quality necessary to fuel developing technologies in mobility, grid storage, and high-tech applications.

Funding

Clontarf has successfully accessed the financial markets when necessary. Subject to technical verification of its exploration projects, and permitting, Clontarf is confident of being able to source adequate funding, whether in London or Australia, for near to medium-term ongoing activities. Our preference, where possible, is to avoid dilution by relying on offtakers or EU institutions for necessary infrastructural support.

David Horgan

Chairman

5 June 2025

CLONTARF ENERGY PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

Notes:

1. ACCOUNTING POLICIES

There were no changes in accounting policies from those used to prepare the Group's Annual Report for financial year ended 31 December 2024. The financial statements have been prepared in accordance with the Companies Act 2006.

2. LOSS PER SHARE

Basic loss per share is computed by dividing the loss after taxation for the year attributable to ordinary shareholders by the weighted average number of Ordinary Shares in issue and ranking for dividend during the year. Diluted earnings per share is computed by dividing the profit or loss after taxation for the year by the weighted average number of Ordinary Shares in issue, adjusted for the effect of all dilutive potential Ordinary Shares that were outstanding during the year.

3. GOING CONCERN

The Group incurred a loss for the year of £765,432 (2023: £870,061) and had net current liabilities of £579,263 (2023: £1,277,374) at the balance sheet date. These conditions, as well as those noted below, represent a material uncertainty that may cast doubt on the Group's ability to continue as a going concern.

Included in current liabilities is an amount of £940,750 (2023: £988,926) owed to directors in respect of directors' remuneration due at the balance sheet date. The Group had a cash balance of £818,212 (2023: £182,516) at the balance sheet date. The directors have prepared cashflow projections for a period of at least 12 months from the date of approval of the financial statements which indicate that the group has sufficient cash to fund working capital requirements and develop existing projects. As the Group is not revenue or cash generating it relies on raising capital from the public market. During the year the Company raised £1,150,000 (before expenses) via placing of shares.

As in previous years the Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements and believe the going concern basis is appropriate for these financial statements. The financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.

4. INTANGIBLE ASSETS

Exploration and evaluation assets relate to expenditure incurred in prospecting and exploration for lithium, oil and gas in Bolivia and Ghana. The directors are aware that by its nature there is an inherent uncertainty in exploration and evaluation assets and therefore inherent uncertainty in relation to the carrying value of capitalised exploration and evaluation assets.

During 2018  the Group resolved the outstanding issues with the Ghana National Petroleum Company (GNPC) regarding a contract for the development of the Tano 2A Block. The Group has signed a Petroleum Agreement in relation to the block and this agreement awaits ratification by the Ghanian government.

As ratification has not yet been achieved in the current year the directors, as a matter of prudence, opted to write down 20% of the carrying value of the Tano 2A Block historic expenditure. Accordingly, an impairment charge of £173,609 was recorded in the prior and current year.

The directors believe that there were no facts or circumstances indicating that the carrying value of the remaining intangible assets may exceed their recoverable amount and thus no impairment review was deemed necessary by the directors. The realisation of these intangibles assets is dependent on the successful discovery and development of economic deposit resources and the ability of the Group to raise sufficient finance to develop the projects. It is subject to a number of potential significant risks, as set out below:

· licence obligations;

· exchange rate risks;

· uncertainties over development and operational costs;

· political and legal risks, including arrangements with governments for licences, profit sharing and taxation;

· foreign investment risks including increases in taxes, royalties and renegotiation of contracts;

· title to assets;

· financial risk management;

· going concern; and

· ability to raise finance.

Included in the additions for the year are £Nil (2023: £Nil) of directors' remuneration.

5. INVESTMENT IN JOINT VENTURE

On 15 February 2023 the Group announced a heads of agreement around the potential formation of a 50:50 Joint Venture with US based, OTC Markets traded, technology company, NEXT-ChemX Corporation ("NCX") covering testing, marketing, and deploying of NCX's proprietary (patent pending) direct lithium ion extraction ("DLE") technology in Bolivia. Formation of the JV was subject to final due diligence and the parties entering into formal documentation.

The terms of the JV are:

§  A 50:50 joint venture company to be formed on completion of due diligence covering the exclusive rights to the marketing, testing and deployment of the NCX DLE technology in Bolivia.

§  Clontarf Energy plc to contribute $500,000 in cash towards the pilot plant construction and testing as an exclusivity fee for the use of the NCX technology.

§  NCX will then issue shares equal to $500,000 at its next financing (CHMX:OTC) to Clontarf Energy plc. 

§  Clontarf Energy plc will issue shares as follows to NCX:

i. 385 million new Ordinary Shares on proceeding with the Pilot Plant;

ii. 250 million new Ordinary Shares after successful pilot processing of Bolivian brines through the NCX pilot plant; and

iii. 250 million new Ordinary Shares after entry into a construction and processing contract between the JV and the Bolivian authorities on processing of Bolivian brines utilising NCX processing technology.

On 5 May 2023 the Company announced that all conditions precedent had been satisfied with respect to the JV with NCX coming into force. In this regard, Clontarf paid NCX US$500,000 and issued 385 million new Ordinary Shares in the capital of Clontarf of which half will be subject to a 12-month lock in requirement.

As at 31 December 2024 no trading activity had commenced in the JV and as such there are no results or expenses recorded. 

6. TRADE AND OTHER PAYABLES

It is the Company's normal practice to agree terms of transactions, including payment terms, with suppliers and provided suppliers perform in accordance with the agreed terms, payment is made accordingly. In the absence of agreed terms it is the Company's policy that the majority of payments are made between 30 to 40 days. The carrying amount of trade and other payables approximates to their fair value.

Other payables include amounts due for directors' remuneration of £940,750 (2023: £988,926) accrued but not paid at year end.

7. SHARE CAPITAL

Movements in issued share capital

On 18 March 2024 the Company raised £400,000 via a placing of 1,142,857,143 ordinary shares at a price of 0.035p per share. Proceeds raised were used to provide additional working capital and fund development costs.

On 23 May 2024 the Company raised £300,000 via a placing of 857,142,857 ordinary shares at a price of 0.035p per share. Proceeds raised were used to provide additional working capital and fund development costs.

On 24 September 2024 the Company raised £450,000 via a placing of 1,000,000,000 ordinary shares at a price of 0.045p per share. Proceeds raised were used to provide additional working capital and fund development costs.

Share Options

A total of 980,500,000 share options were in issue at 31 December 2024 (2023: 500,500,000). These options are exercisable, at prices ranging between 0.10p and 0.725p, up to seven years from the date of granting of the options unless otherwise determined by the Board. Further information relating to Share Options is outlined in Note 8 below.

8. SHARE BASED PAYMENTS

The Group issues equity-settled share-based payments to certain directors and individuals who have performed services for the Group. Equity-settled share-based payments are measured at fair value at the date of grant. Shares granted to individuals and directors will vest immediately.

Fair value is measured by the use of a Black-Scholes model.

The Group plan provides for a grant price equal to the average quoted market price of the ordinary shares on the date of grant.

Share Options

On 9 April 2024 a total of 160,000,000 options with an exercise price of 0.0365p were granted with a fair value of £56,981. On 17 June 2024 a total of 160,000,000 options with an exercise price of 0.0385p were granted with a fair value of £59,321. On 27 September 2024 a total of 160,000,000 options with an exercise price of 0.06p were granted with a fair value of £93,533. These fair values were calculated using the Black-Scholes valuation model. These options are valid for seven years and fully vested at 31 December 2024.

The inputs into the Black-Scholes valuation model were as follows:

Granted 9 April 2024

Weighted average share price at date of grant (in pence) 0.0365p

Weighted average exercise price (in pence) 0.0365p

Expected volatility 165.90%

Expected life 7 years

Risk free rate 4.25%

Expected dividends none

Granted 17 June 2024

Weighted average share price at date of grant (in pence) 0.0385p

Weighted average exercise price (in pence) 0.0385p

Expected volatility 153.03%

Expected life 7 years

Risk free rate 4.25%

Expected dividends none

Granted 27 September 2024

Weighted average share price at date of grant (in pence) 0.06p

Weighted average exercise price (in pence) 0.06p

Expected volatility 164.74%

Expected life 7 years

Risk free rate 3.75%

Expected dividends none

Expected volatility was determined by management based on their cumulative experience of the movement in share prices. The terms of the options granted do not contain any market conditions within the meaning of IFRS 2

The Group capitalised expenses of £Nil (2023: £Nil) and expensed costs of £209,835 (2023: £367,458) relating to equity-settled share-based payment transactions during the year.

Warrants

In connection to the placing on 16 January 2023 the Company issued 97,500,000 warrants over 97,500,000 Ordinary Shares to the brokers involved in the Placing. The warrants had a term of one year, and an exercise price of 0.065p. These warrants expired in the current year.

9. OTHER RESERVES

 Share Based Payment Reserve

The share based payment reserve arises on the grant of share options under the share option plan as detailed in Note 8.

10. RETAINED DEFICIT

Retained Deficit

Retained deficit comprises of losses incurred in the current and prior years.

11. POST BALANCE SHEET EVENTS

There were no material post balance sheet events affecting the Company or Group

12. ANNUAL GENERAL MEETING

The Company's Annual General Meeting will be held on Monday 14 July 2025 at 12.00pm at Hilton London Paddington, 146 Praed Street, London, W2 1EE, United Kingdom.

13. GENERAL INFORMATION

The financial information set out above does not constitute the Company's audited financial statements for the year ended 31 December 2024 or the year ended 31 December 2023. The financial information for 2023 is derived from the financial statements for 2023 which have been delivered to Companies House. The auditors had reported on the 2023 statements; their report was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial statements for 2024 will be delivered to Companies House.

A copy of the Company's Annual Report and Accounts for 2024 will be mailed shortly only to those shareholders who have elected to receive it. Otherwise, shareholders will be notified that the Annual Report will be available on the website www.clontarfenergy.com . Copies of the Annual Report will also be available for collection from the Company's registered office, Dept 4046A, 126 East Ferry Road, Canary Wharf, London, E14 9FP, United Kingdom