TIDMCZN
RNS Number : 9117N
Curzon Energy PLC
28 September 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
Curzon Energy Plc
("Curzon" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June
2023
28 September 2023
Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil
and gas development company, announces its unaudited interim
results for the six months to 30 June 2023.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company
covering its results for the six months ended 30 June 2023.
Financial review
The Company incurred a loss of US$489,101 in the period. A
majority of this loss comprised expenditures associated with
maintaining the listing in London and on the analysis and due
diligence of potential transactions.
Net cash of US$6,927 as at 30 June 2023 (US$20,421 as at 31
December 2022). Basic loss per share of US$ 0.004 (period ended 30
June 2022: US$ 0.004).
Given the nature of the business and its development strategy,
it is unlikely that the Board will recommend a dividend in the
foreseeable future.
Outlook
The Company's efforts during the course of the year focused on
identifying, evaluating and executing an agreement to reverse an
exciting opportunity into Curzon. While many potential projects and
partners were considered, the Board found the majority lacking in
either their ability to execute or in accessing the funding
required to progress their respective visions.
While progress has been slow, the Board believes that finding
the right partnership will be the key to its future and to
realizing returns for all stakeholders. We look to be able to
announce a transaction in the near term.
On behalf of the Board, I would like to take this opportunity to
thank our staff and advisers for their hard work as well as our
shareholders for their continued support.
We look forward to updating shareholders on our progress in due
course.
John McGoldrick
Chairman and Non-Executive Director
CHIEF EXECUTIVE OFFICER'S REVIEW
During the course of the year the Company explored lease renewal
options at its historic Coos Bay coal bed methane project in
Oregon, USA. Unfortunately, existing landowners responded with much
increased fee expectations, figures that the Company felt would
likely not be viable given the state of the project and the
cancellation of the development of the nearby Jordan Cove LNG
terminal. As such, the leases that the project consists of remain
unrenewed, and the Company expects the project to be formally
shuttered during the remainder of 2023.
Meanwhile, the Company continues to engage with a large number
of interested parties regarding how best to take Curzon forward,
most likely by injecting an asset or series of assets along with
any required funding.
We hope to have additional announcements on these developments
shortly.
Scott Kaintz
Chief Executive Officer
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE
CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors confirm that the condensed interim financial
information has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union and that the Interim Report includes a fair
review of the information required by DTR 4.2.7R and DTR 4.2.8R,
namely: an indication of important events that have occurred during
the first six months and their impact on the condensed interim
financial information, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and material related-party transactions in the first six months and
any material changes in the related-party transactions described in
the last Annual Report.
By order of the Board
John McGoldrick
Chairman and Non-Executive Director
Consolidated statement of comprehensive income
for the six months ended 30 June 2023
Six months
ended Six months Year ended
30 June ended 31 December
2023 30 June 2022 2022
Unaudited Unaudited Audited
Notes US$ US$ US$
-------------------------------------- ---------- ----------- -------------- -------------
Administrative expenses 5 (272,656) (307,999) (509,358)
-------------------------------------- ---------- ----------- -------------- -------------
Loss from operations (272,656) (307,999) (509,358)
Finance expense (95,571) (98,067) (191,970)
Provision for reclamation
obligation - - -
Foreign exchange differences 508 (2,358) 235
-------------------------------------- ---------- ----------- -------------- -------------
Loss before taxation (367,719) (408,424) (701,093)
Income tax expense - - -
-------------------------------------- ---------- ----------- -------------- -------------
Loss for the period attributable
to equity holders of the
parent company (367,719) (408,424) (701,093)
-------------------------------------- ---------- ----------- -------------- -------------
Other comprehensive income/(expense)
Gain/(loss) on translation
of parent net assets and
results from functional
currency into presentation
currency (121,382) 228,293 233,300
-------------------------------------- ---------- ----------- -------------- -------------
Total comprehensive loss
for the period (489,101) (180,131) (467,793)
-------------------------------------- ---------- ----------- -------------- -------------
(Loss) per share
Basic and diluted, US$ 3 (0.004) ( (0.004) ( (0.007) (
-------------------------------------- ---------- ----------- -------------- -------------
Consolidated statements of financial position
At 30 June At 30 June At 31 December
2023 2022 2022
Unaudited Unaudited Audited
Notes US$ US$ US$
------------------------------- ------ ------------- ------------- ---------------
Assets
Non-current assets
Intangible assets - - -
Property, plant and equipment - - -
Restricted cash - - -
Total non-current assets - - -
------------------------------- ------ ------------- ------------- ---------------
Current assets
Prepayments and other
receivables 30,094 35,928 29,828
Cash and cash equivalents 6,927 73,868 20,421
------------------------------- ------ ------------- ------------- ---------------
Total current assets 37,021 109,796 50,249
------------------------------- ------ ------------- ------------- ---------------
Total assets 37,021 109,796 50,249
------------------------------- ------ ------------- ------------- ---------------
Liabilities
Current liabilities
Trade and other payables 1,177,818 766,976 912,521
Borrowings 7 2,344,407 2,051,261 2,133,832
------------------------------- ------ ------------- ------------- ---------------
Total current liabilities 3,522,225 2,818,237 3,046,353
------------------------------- ------ ------------- ------------- ---------------
Total liabilities 3,522,225 2,818,237 3,046,353
------------------------------- ------ ------------- ------------- ---------------
Capital and reserves
attributable to shareholders
Share capital 4 1,105,547 1,105,547 1,105,547
Share premium 3,619,332 3,619,332 3,619,332
Share-based payments
reserve 474,792 474,792 474,792
Warrants reserve 375,198 375,198 375,198
Merger reserve 31,212,041 31,212,041 31,212,041
Foreign currency translation
reserve (34,636) 81,739 86,746
Accumulated losses (40,237,478) (38,577,090) (39,869,759)
------------------------------- ------ ------------- ------------- ---------------
Total capital and reserves (3,485,204) (2,708,441) (2,996,104)
------------------------------- ------ ------------- ------------- ---------------
Total equity and liabilities 37,021 109,796 50,249
------------------------------- ------ ------------- ------------- ---------------
Consolidated statements of changes in equity
Foreign
Share-based currency
Share Share Consolidation payment Warrant translation Accumulated
capital premium reserve reserve reserve reserve losses Total
US$ US$ US$ US$ US$ US$ US$ US$
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
At 1 January
2022
(audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (146,554) (39,168,666) (2,528,310)
Loss for the
period - - - - - - (408,424) (408,424)
Other
comprehensive
income for
the
year - - - - - 228,293 - 228,293
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Total
comprehensive
loss for the
year 228,293 (408,424) (180,131)
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
At 30 June
2022
(unaudited) 1,105,547 3,619,332 31,212,041 474,792 375,198 81,739 (39,577,090) (2,708,441)
At 1 January
2022
(audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (146,554) (39,168,666) (2,528,310)
Loss for the
year
2021 - - - - - - (701,093) (701,093)
Other
comprehensive
income for
the
year - - - - - 233,300 - 233,300
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Total
comprehensive
loss for the
year - - - - - 233,300 (701,093) (467,793)
At 1 January
2023
(audited) 1,105,547 3,619,332 31,212,041 474,792 375,198 86,746 (39,869,759) (2,996,104)
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Loss for the
period - - - - - - (367,719) (367,719)
Other
comprehensive
income for
the
period - - - - - (121,382) - (121,382)
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Total
comprehensive
loss for the
period (121,382) (367,719) (489,101)
At 30 June
2023
(unaudited) 1,105,547 3,619,332 31,212,041 474,792 375,198 (34,636) (40,237,478) (3,485,204)
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Consolidated statement of cash flows
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Notes US$ US$ US$
------------------------------------- ------- ----------- ----------- -------------
Cash flow from operating
activities
Loss before taxation (367,719) (408,424) (701,093)
Adjustments for:
Finance expense 95,571 98,067 191,970
Share-based payments charge - - -
Foreign exchange movements 4,628 2,358 (36,606)
Operating cashflows before
working capital changes (267,520) (307,999) (545,729)
Changes in working capital:
(Increase)/decrease in receivable 1,094 5,453 10,587
(Decrease)/ increase in payables 216,315 64,135 235,141
---------------------------------------------- ----------- ----------- -------------
Net cash used in operating
activities (50,110) (260,031) (526,004)
---------------------------------------------- ----------- ----------- -------------
Financing activities
Issue of ordinary shares - - -
Costs of share issue - - -
Proceeds from new borrowings 36,308 184,693 184,693
Net cash flow from financing
activities 36,308 184,693 184,693
---------------------------------------------- ----------- ----------- -------------
Net Increase in cash and
cash equivalents in the period (13,802) (53,718) (115,309)
Cash and cash equivalents
at the beginning of the period 20,421 138,142 138,142
Restricted cash held on deposits 125,000 125,000 125,000
---------------------------------------------- ----------- ----------- -------------
Total cash and cash equivalents
at the beginning of the period,
including restricted cash 145,421 263,142 263,142
---------------------------------------------- ----------- ----------- -------------
Effect of the translation
of cash balances into presentation
currency 308 (10,556) (2,412)
Cash and cash equivalents
at the end of the period 6,927 73,868 20,421
Restricted cash held on deposits 125,000 125,000 125,000
---------------------------------------------- ----------- ----------- -------------
Total cash and cash equivalents
at the end of the period,
including restricted cash 131,927 198,868 145,421
---------------------------------------------- ----------- ----------- -------------
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General information and basis of preparation
The Company was incorporated and registered in England and a
public limited company. The Company's registered number is 09976843
and its registered office is at Salisubry House, London Wall, EC2M
5PS. On 4 October 2017, the Company's shares were admitted to the
Official List (by way of Standard Listing) and to trading on the
London Stock Exchange's Main Market.
With effect from admission, the Company has been subject to the
Listing Rules and the Disclosure Guidance and Transparency Rules
(and the resulting jurisdiction of the UK Listing Authority) to the
extent such rules apply to companies with a Standard Listing
pursuant to Chapter 14 of the Listing Rules.
The principal activity of the Company is that of a holding
company for its subsidiaries, as well as performing all
administrative, corporate finance, strategic and governance
functions of the Group. The Company's investments comprise of
subsidiaries operating in the natural gas sector.
The Company has the following subsidiary undertakings:
Proportion
held by Group
Country Issued at reporting
Name of incorporation capital date Activity
----------------- ------------------ ----------- --------------- ------------------------
Coos Bay Energy, Membership
LLC USA interests 100% Holding company
Westport Energy
Acquisitions,
Inc. USA Shares 100% Holding company
Westport Energy, Membership
LLC USA interests 100% Oil and gas exploration
----------------- ------------------ ----------- --------------- ------------------------
More information on the individual group companies and timing of
their acquisition is presented in the Company's audited
consolidated financial information and notes thereto for the year
ended 31 December 2022.
2. Accounting policies
The Group Financial statements are presented in US Dollars.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards and IFRIC
interpretations as endorsed by the EU ("IFRS") and the requirements
of the Companies Act applicable to companies reporting under
IFRS.
The preparation of the Group financial statements in conformity
with IFRS requires the use of certain critical accounting
estimates. It also requires the Directors to exercise their
judgment in the process of applying the Group's accounting
policies. The Group's accounting policies as well as the areas
involving a higher degree of judgment and complexity, or areas
where assumptions and estimates are significant to the Group
financial statements are disclosed in the audited annual report for
the year ended 31 December 2022 and are available on the Group's
website.
In the opinion of the management, the interim unaudited
consolidated financial information includes all adjustments
considered necessary for fair and consistent presentation of this
financial information. The interim unaudited consolidated financial
information should be read in conjunction with the Company's
audited financial statements and notes for the year ended 31
December 2022.
Going concern
The Group financial statements have been prepared on a going
concern basis as the Directors have assessed the Group's ability to
continue in operational existence for the foreseeable future. The
Directors note that the Group has no source of revenue and will
require additional funding to continue operations, and that there
remains no guarantee that such funding will be secured or made
available. Currently, the Company's operations are being financed
by third party loans. The Group remains reliant on the continuing
support from its lenders and shareholders and the expected support
of future shareholders and there remains a material uncertainty as
to the Group's ability to continue as a going concern. The Group
financial statements currently do not include the adjustments that
would result if the Group were not to continue as a going
concern.
Basis of consolidation
The consolidated financial statements of the Group incorporate
the financial statements of the Company and entities controlled by
the Company, its subsidiaries. More information on the individual
group companies, details and timing of their acquisition is
presented in the Company's audited consolidated financial
information and notes thereto for the year ended 31 December
2022.
At the time of its acquisition by the Company, Coos Bay Energy,
LLC consisted of Coos Bay Energy, LLC and its wholly owned US
Group. It is the Directors' opinion that the Company at the date of
acquisition of Coos Bay Energy, LLC did not meet the definition of
a business as defined by IFRS 3 and therefore the acquisition is
outside on the IFRS 3 scope. Where a party to an acquisition fails
to satisfy the definition of a business, as defined by IFRS 3,
management have decided to adopt a "merger accounting" method of
consolidation as the most relevant method to be used.
The Group consistently applies it to all similar transactions in
the following way:
- the acquired assets and liabilities are recorded at their
existing carrying values rather than at fair value;
- no goodwill is recorded;
- all intra-group transactions, balances and unrealised gains
and losses on transactions are eliminated from the beginning of the
first comparative period or inception, whichever is earlier;
- comparative periods are restated from the beginning of the
earliest comparative period presented based on the assumption that
the companies have always been together;
- all the pre-acquisition accumulated losses of the legal
acquire are assumed by the Group as if the companies have always
been together;
- all the share capital and membership capital contributions of
all the companies included into the legal acquiree sub-group less
the Company's cost of investment into these companies are included
into the merger reserve; and
- the Company's called up share capital is restated at the
preceding reporting date to reflect the value of the new shares
that would have been issued to acquire the merged company had the
merger taken place at the first day of the comparative period.
Where new shares have been issued during the current period that
increased net assets (other than as consideration for the merger),
these are recorded from their actual date of issue and are not
included in the comparative statement of financial position.
The results and cash flows of all the combining entities were
brought into the financial statements of the combined entity from
the beginning of the financial year in which the combination
occurred, adjusted so as to achieve uniformity of accounting
policies. The comparative information was restated by including the
total comprehensive income for all the combining entities for the
previous reporting period and their statement of financial position
for the previous reporting date, adjusted as necessary to achieve
uniformity of accounting policies.
At 30 June 2023, 30 June 2022 and 31 December 2022, the group
results include the results of Curzon Energy Plc, Coos Bay Energy,
LLC, Westport Energy Acquisitions, Inc. and Westport Energy,
LLC.
2. Segmental analysis
In the opinion of the directors, the Group is primarily
organised into a single operating segment. This is consistent with
the Group's internal reporting to the chief operating decision
maker. Separate segmental disclosures have therefore not been
included.
3. Loss per share
The basic loss per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Company by the
weighted average number of shares in issue. Diluted loss per share
is derived by dividing the loss for the year attributable to
ordinary shareholders of the Company by the weighted average number
of shares in issue plus the weighted average number of ordinary
shares that would be issued on conversion of all dilutive potential
ordinary shares into ordinary shares.
The following reflects the loss and share data used in the basic
and diluted loss per share computations:
For six For six
months months For year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
--------------------------------------- ----------- ----------- -------------
Loss after tax (US$) (367,719) (408,242) (701,093)
Weighted average number of ordinary
shares of GBP0.0001 in issue 99,639,565 99,639,565 99,639,565
Effect of dilutive options and
warrants -
Weighted average number of ordinary
shares of GBP0.01 in issue inclusive
of outstanding dilutive options
and warrants 99,639,565 99,639,565 99,639,565
Loss per share - basic and fully
diluted (US$) (0.004) (0.004) (0.007)
--------------------------------------- ----------- ----------- -------------
At 30 June 2023, 31 December 2022 and 30 June 2022 the effect of
all potentially dilutive instruments was anti-dilutive as it would
lead to a further reduction of loss per share, therefore they were
not included into the diluted loss per share calculation. Options
and warrants, that could potentially dilute basic EPS in the
future, but were not included in the calculation of diluted EPS for
the periods presented:
For six For six
months months For year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Share options granted to employees
- fully vested at the end of the - -
respective period 280,854
Warrants given to shareholders as
a part of placing equity instruments
- fully vested at the end of the
respective period - 17,606,594 18,606,594
----------------------------------------- ------------ ----------- -------------
Total instruments fully vested - 17,887,448 18,606,594
----------------------------------------- ------------ ----------- -------------
Total number of instruments and
potentially issuable instruments
(vested and not vested) not included
into the fully diluted EPS calculation - 17,887,448 18,606,594
----------------------------------------- ------------ ----------- -------------
4. Share capital
Issued equity share capital
At 30 June 2023 At 30 June 2022 At 31 December
Unaudited Unaudited 2022
Audited
----------------------- ----------------------- -----------------------
Number US$ Number US$ Number US$
---------------------- ----------- ---------- ----------- ---------- ----------- ----------
Issued and fully
paid
Existing Ordinary - - - - - -
Shares of GBP0.01
each
After subdivision*:
New Ordinary shares
of GBP0.0001 each 99,639,565 13,124 99,639,565 13,124 99,639,565 13,124
Deferred Shares
of GBP0.0099 each 83,032,972 1,092,423 83,032,972 1,092,423 83,032,972 1,092,422
Total Share Capital,
US$ 1,105,547 1,105,547 1,105,547
---------------------- ----------- ---------- ----------- ---------- ----------- ----------
*On 6 May 2020, the Company's shareholders approved the
subdivision and re-designation of the 83,032,971 Existing Ordinary
Shares ("Existing Ordinary Shares") of GBP0.01 each in the capital
of the Company into (i) 83,032,971 New Ordinary Shares ("New
Ordinary Shares") of GBP0.0001 each and (ii) 83,032,971 Deferred
Shares ("Deferred Shares") of GBP0.0099 each in the capital of the
Company, and to amend the Company's Articles of Association
accordingly.
Each New Ordinary Share carries the same rights in all respects
under the amended Articles of Association as each Existing Ordinary
Share did under the existing Articles of Association, including the
rights in respect of voting and the entitlement to receive
dividends. Each Deferred Share carries no rights and is deemed
effectively valueless.
Warrants
There are no further warrants in issue as at 30 June 2023.
5. Administrative expenses
For six
months For six months For year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
US$ US$ US$
------------------------------- ---- ----------- --------------- -------------
Staff costs
Directors' salaries 120,001 128,625 243,644
Consultants 13,292 15,514 26,239
Employer's NI 10,191 7,282 17,243
Professional services
Accounting, audit & taxation 40,616 45,390 89,220
Legal 5,317 4,512 4,702
Marketing 182 2,668 14,816
Other - - -
Regulatory compliance 34,361 29,521 2,349
Standard Listing Regulatory - - -
Costs
Travel 25 12,840 12,310
Business development - - -
Office and Admin
General 18,609 23,583 32,865
IT related costs 281 1,792 2,293
Mineral rights lease (outside - -
of IFRS 16 scope) -
Temporary storage and office
rent 10,053 17,684 27,406
Insurance 19,725 18,588 36,271
Total administrative costs 272,656 307,999 509,358
------------------------------------- ----------- --------------- -------------
6. Restricted Cash
Restricted cash of US$125,000 comprises funds held as collateral
to support stand-by letters of credit related to the Group's oil
and gas properties. The letters of credit secure the reclamation
obligations under the leases and state law. The cash can be taken
by Umpqua Bank in the event the letters of credit are drawn on by
the State of Oregon, Department of Geology & Mineral Industries
(DOGAMI). The cash is held in the form of a Certificate of Deposit.
In 2022, the Group recognised a provision for reclamation
obligations equivalent to the entire restricted cash balance in
recognition of the fact that recovery of these funds may only be
possible following completion of reclamation work on these oil and
gas properties. This provision has been offset against the
restricted cash balance as permitted by IAS 32.
7. Borrowings
The following loans from third parties were outstanding during
the six months ended 30 June 2023. Details of the notes are
disclosed in the table below:
Origination Contractual Loan value Annual Security
date settlement in original interest
date currency rate
(principal)
------------------- ------------- ---------------------- ------------- ---------- --------------
22 Sept Conversion/Repayment
C4 Energy Ltd 2017 at RTO date $200,000 15% unsecured
Conversion
Bruce Edwards 1 Sep 2017 at RTO date $100,000 15% unsecured
100% interest
HNW Investor Conversion/Repayment in Coos Bay
Group 1 July 2019 at RTO date GBP263,265 13% LLC
Sun Seven Stars
Investment Conversion/Repayment
Group ("SSSIG") 13 Mar 2020 at RTO date GBP260,000 10% unsecured
Technology 19 April Conversion/Repayment
Metals ("TM2") 2023 at RTO date GBP27,500 10% unsecured
Poseidon Plastics 2 February Conversion/Repayment
Limited ("PPL") 2021 at RTO date GBP590,000 10% unsecured
------------------- ------------- ---------------------- ------------- ---------- --------------
No interim payments are required under the promissory notes, as
the payment terms require the original principal amount of each
note, and all accrued interest thereon, to be paid in single lump
payments on the respective contractual settlement dates.
30 June 30 June 2022 31 December
2023 Unaudited 2022
Unaudited US$ Audited
US$ US$
-------------------------------- ----------- ------------- ------------
At the beginning of the period 2,133,832 1,935,919 1,935,919
Received during the year 36,308 197,885 184,693
Interest accrued during the
period 95,571 97,065 190,175
Exchange rate differences 78,696 (179,608) (176,995)
At the end of the period 2,344,407 2,051,261 2,133,832
-------------------------------- ----------- ------------- ------------
For further information please
contact:
Curzon Energy Plc
Scott Kaintz
www.curzonenergy.com
Development@Curzonenergy.com
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IR FLFEAAAIDFIV
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