TIDMORCP

RNS Number : 3052E

Oracle Power PLC

29 June 2023

29 June 2023

Oracle Power PLC

("Oracle", the "Company" or the "Group")

Final Results for the year ended 31 December 2022

Posting of Annual Report

Notice of AGM

Oracle Power PLC (AIM:ORCP) is pleased to announce its audited results for the 12 months ended 31 December 2022. The Company's Annual Report for the year ended 31 December 2022, together with formal Notice of the Company's 2023 Annual General Meeting ("AGM"), will be made available on the Company's website at www.oraclepower.co.uk/investor-relations/aim-rule-26/ and are being posted to shareholders today.

The AGM will be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD on Wednesday, 26 July 2023 at 11:00 a.m.

For further information:

 
 Oracle Power PLC                                   +44 (0) 203 580 
  Naheed Memon - CEO                                 4314 
 Strand Hanson Limited (Nominated Adviser & 
  Joint Broker) 
  Rory Murphy / Matthew Chandler / Rob Patrick      +44 (0) 207 409 
                                                     3494 
 
 
  Global Investment Strategy UK Limited (Joint 
  Broker)                                            +44 (0) 207 048 
  Samantha Esqulant                                  9432 
 Buchanan (Financial PR)                            +44 (0) 207 466 
  Bobby Morse / Oonagh Reidy / Abigail Gilchrist     5000 
 

CHAIRMAN'S STATEMENT

I am pleased to present the financial statements for Oracle Power PLC ("Oracle" or the "Company") for the year ended 31 December 2022.

In December 2022, Andreas Migge, one of our non-executive directors left the Company. It was then with sadness that we learnt that he had died in February 2023. We would like to offer our condolences to his friends and family.

The political tensions between the United States and China slowed down some progress in the development of the mine and power project at Block VI in the Thar desert. However, during the course of the year the Company continued to advance its initiatives for the development of Block VI. The Government of Pakistan established demand for 1,320 MW of Thar coal-based power in 2027, allowing for potential development of the project. Subsequently, post period we signed an agreement for potential offtake for 1,320 MW of coal generated power as well as another agreement with PowerChina to develop, in parallel, a 1 GW solar farm at Thar.

During the year, we focused most of our attention on our Green Hydrogen ("GH") project, which comprises the planned construction of a 400MW plant producing 55,000 tonnes of green hydrogen per annum backed by 1,200MW of hybrid solar/wind, green hydrogen/power plants.

This project is being developed through Oracle Energy Limited. This company is owned 70% by His Highness Sheikh Ahmed Dalmook Al Maktoum through his wholly owned company Kaheel Energy FZE, and 30% by Oracle Power Plc. Oracle will be primarily responsible for putting the project together and Kaheel Energy will use its position and influence to facilitate market access and financing.

To that end, we have acquired a 7,000 acres site in the Thatta district in Southeast Pakistan. This lease for this land has been granted to us by the Government of Sindh and is for an initial period of 30 years. This lease is now fully paid for and registered to Oracle Energy Limited.

We have been issued with a Letter of Intent ("LOI") from the Directorate of Alternative Energy of the Government of Sindh (the "Directorate of Alternative Energy"), relating to the establishment of a 1,200MW hybrid solar/wind, green hydrogen/power project. In order to obtain formal approval of the LOI, we needed to provide a $600,000 performance guarantee bond which has now been put in place.

In addition to the above, we have an LOI from TUV SUD for the certification of the hydrogen output. Thyssenkrupp Uhde is undertaking the various feasibility studies, and post period land and renewable power studies have also been commenced.

In terms of our funding position, we raised GBP1,200,000 before expenses through two equity placings to finance the development of the green hydrogen project.

The development of the green hydrogen project has advanced rapidly and it should not be long before the project acheives bankability and Oracle can benefit from potential transactions with one or more energy or fuel companies.

With regard to Western Australia, we decided not to carry out any more work on the Jundee East project as we did not manage to find viable gold deposits. Post year end, we signed a "farm-in" agreement for the Northern Zone with Riversgold Ltd, the details of which can be found in our RNS dated 9 May 2023. We will retain a minority interest and be carried for the next phase of its development.

Operational highlights of 2022 are described in the Chief Executive's Report.

The Pakistan Government remains supportive of both the development of the Thar coal project and the GH project in Thatta. The broad parameters of security remain as last year: there have been no major incidents and, overall, order has been maintained.

We are most grateful to the Pakistani Authorities, to the Chinese Authorities and the Joint Cooperation Committee (JCC) of CPEC for their support.

Above all, I wish to thank our shareholders for their continued confidence, patience and support, enabling us to make progress on our projects.

Mark Steed

Chairman

CHIEF EXECUTIVE'S REPORT

I am pleased to present a report on the Company's progress for the year ended 31 December 2022.

This year has been one of very notable progress for the Company. During the year, we focused on the development of the Company's significant GH project in Pakistan and also continued to explore our Western Australia assets and develop our Thar asset. I am happy to say that we have made significant progress, and I provide an overview below.

In Pakistan, we continued to actively pursue the development of our Thar Block VI, for power as well as for CTG/L (coal to gas/liquid). We maintained an active dialogue with the Power Division, Ministry of Energy, throughout the year, to secure permission for development of the Company's 1,320MW, coal to power project under the China-Pakistan Economic Corridor ("CPEC"). In September 2022, the Government of Pakistan published its annual Indicative Generation Capacity Expansion Plan (the "IGCEP"), a demand-supply policy guidance chart for Pakistan and the demand for 1,320 MW of local coal fired power was stated as required in 2027. This inclusion which confirms demand for 1,320 MW coal-based power, allows for potential development of the project, subject to financing and off-take. In 2022 Q4, and subsequent to the publication of the IGCEP, we initiated dialogue with off takers other than the Government of Pakistan. We signed an MOU post period, for an off-take with the largest private power utility, along with the Government of Sindh as a facilitator and potential investor, preparing a pathway for the development of this important project.

Furthermore, following significant progress made in 2021 with respect to CTG/L, the Company signed an MOU in January 2022, with Sui Southern Gas Company Limited ("SSGC"), the public gas distribution company, based on the understanding that a buy back arrangement with SSGC would trigger required government policy formulation, as well as provide necessary guarantees to lenders. I can also confirm that generally, Oracle continued to receive encouragement and support from the Government of Pakistan for mobilisation of CTG/L development, given Pakistan's critical gas crisis.

In Western Australia, Oracle continued to conduct active exploration on both the tenements. We began an extensive drilling programme at Jundee East ("JE") in February 2022 which concluded in March 2022, covering 3830m in 54 holes. Subsequently complete geochemical analysis for downhole data was done to confirm gold mineralisation which was then followed by geochemical analysis of surface data for lithium and rare earth elements. The results obtained were not favourable and it was decided post period end not to undertake further drilling at JE.

At the Company's Northern Zone ("NZ") project, 25 km from Kalgoorlie, the results from the maiden drill programme targeting felsic intrusives porphyry bodies which had concluded in September 2021, were received in January 2022. The results established a low grade but potentially large mineralisation across the tenement. The Company carried out further metallurgical tests to confirm gold recovery rates. The results from these tests which were received in June 2022, confirmed excellent gold recovery rate of up to 94.7%. The Company proceeded to prepare a budget and plan for further drilling, opting for a diamond drilling programme to establish a JORC resource at NZ. In parallel the Company also started dialogue with potential JV partners. A "farm-in" agreement for NZ with an ASX listed company was entered into post period and work on NZ at minimum cost for the Company is expected to commence post period.

In 2022, the Company accelerated the development of its GH project in the wind corridor in Thatta in Pakistan. The project was launched in Q4 2021, and the Company has achieved major developmental milestones in 2022, for the first GH project in Pakistan and one of the largest in the region. The Company set up a new company, Oracle Energy Limited, for the development of the GH project in Pakistan in November 2021. In March 2022, the Company signed a JV agreement between Oracle and Kaheel Energy, a company owned by HH Sheikh Ahmed Dalmook Al Maktoum. The Company owns 30 percent of Oracle Energy with the balance owned by Kaheel Energy. The Company has retained management and the project has made good progress. In May 2022, a pre-feasibility study was completed by Power China International for 400 MW of GH production and 1.2 GW of hybrid power generation. Oracle Energy was issued an LOI from the Government of Sindh for the production of 1.2 GW of hybrid renewable power.

Subsequently, a lease for 7,000 acres (28.3 sq km) of land in the Gharo-Keti Wind Corridor was awarded to Oracle Energy for the project. In November 2022, Oracle Energy then commissioned Thyssenkrupp to undertake the feasibility study for green hydrogen and green ammonia, endorsing faith in the project by introducing highly reputable stakeholders. Results from this study are expected during the course of 2023. In parallel, Oracle Energy forged a relationship with a highly credible certification company by signing an LOI with TUV SUD for green hydrogen and green ammonia certification, across the entire production value chain. Post period end the project has continued to move quickly. Land studies were commenced, and non-binding arrangements have been initiated with potential off takers and investors.

In summary, the Company has strengthened its portfolio and undertaken significant development on all its projects. We have achieved exceptional milestones especially for the GH project and concluded a joint development agreement for one of our gold assets. We have also paved a way forward for potential development of our Thar asset.

I remain grateful to all the relevant authorities in Pakistan and Western Australia for supporting our initiatives. I am also thankful to the authorities in China for continuing to support projects in CPEC. I wish to also profoundly thank the Company's team in the UK, Pakistan and Australia, for their work and dedication. Above all I thank our shareholders for their continued confidence, patience and support, enabling us to grow our company. The Company remains committed to increasing shareholder value and to becoming a company of recognizable size and repute.

Ms Naheed Memon,

Chief Executive Officer

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEARED 31 DECEMBER 2022

 
                                                            2022              2021 
                                              Note           GBP               GBP 
 
  CONTINUING OPERATIONS 
 
 
  Administrative expenses                            (1,311,012)         (881,973) 
 
  LOSS FROM OPERATIONS                               (1,311,012)         (881,973) 
 
 
  Finance income                                 6        14,592                94 
 
 Amounts written off and p/l on disposals                  6,762                 - 
 
  LOSS BEFORE TAX                                    (1,289,658)         (881,879) 
 
 
  LOSS FOR THE YEAR                                  (1,289,658)         (881,879) 
 
 
 
                                                                        2022                  2021 
                                                                       Pence                 Pence 
Earnings per share attributable to the ordinary 
 equity holders of the parent 
 
 PROFIT OR LOSS 
 
  Basic                                            9                  (0.04)                (0.04) 
 
  Diluted                                          9                  (0.04)                (0.04) 
 
 

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEARED 31 DECEMBER 2022

 
                                                                                       2022               2021 
                                                                                        GBP                GBP 
 
 
  Loss for the year                                                             (1,289,658)          (881,879) 
 
 
 ITEMS THAT WILL OR MAY BE RECLASSIFIED TO PROFIT 
 OR LOSS: 
 
 Exchange gains arising on translation on foreign 
 operations                                                                       (178,459)          (130,361) 
 
 
                                                                                  (178,459)          (130,361) 
 
  OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET 
  OF TAX                                                                          (178,459)          (130,361) 
 
  TOTAL COMPREHENSIVE INCOME                                                    (1,468,117)        (1,012,240) 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 
                                                                  2022               2021 
                                               Note                GBP                GBP 
 
  Assets 
 
  NON--CURRENT ASSETS 
 
  Property, plant and equipment                  10              3,885              5,856 
 
  Intangible assets                              11          5,023,296          5,403,066 
 
  Investments in equity--accounted associates    13            668,782                  - 
 
  Loans and other financial assets               14            580,079            369,390 
 
 
                                                             6,276,042          5,778,312 
 
  CURRENT ASSETS 
 
  Trade and other receivables                    15             45,069             50,108 
 
  Cash and cash equivalents                      25            150,905            872,000 
                                                               195,974            922,108 
 
TOTAL ASSETS                                                 6,472,016          6,700,420 
 
  Liabilities 
 
  CURRENT LIABILITIES 
 
  Trade and other payables                       18            203,034            170,321 
 
                                                               203,034            170,321 
 
 TOTAL LIABILITIES                                             203,034            170,321 
 
 
Net assets                                                   6,268,982          6,530,099 
 
 
 
  ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE 
  PARENT 
 
  Share capital               17                             3,078,297                             2,650,325 
 
  Share premium reserve       16                            18,632,040                            17,853,012 
 
  Foreign exchange reserve    17                             (995,125)                             (816,666) 
 
  Share scheme reserve        17                                58,179                                66,733 
 
  Retained earnings           17                          (14,504,409)                          (13,223,305) 
 
TOTAL EQUITY                                                 6,268,982                             6,530,099 
 

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 
                                                                       2022               2021 
                                               Note                     GBP                GBP 
 
  Assets 
 
  NON--CURRENT ASSETS 
 
  Property, plant and equipment                  10                     274                479 
 
  Intangible assets                              11               3,665,622          3,978,851 
 
  Investments in equity--accounted associates    13                 668,782                  - 
Investments                                      13               2,898,531          3,703,047 
 
  Loans and other financial assets               14               2,605,218          1,985,987 
 
                                                                  9,838,427          9,668,364 
 
  CURRENT ASSETS 
 
  Trade and other receivables                    15                  40,731            230,070 
 
  Cash and cash equivalents                      25                 137,291            850,442 
                                                                    178,022          1,080,512 
 
 
  TOTAL ASSETS                                                   10,016,449         10,748,876 
 
  Liabilities 
 
  NON--CURRENT LIABILITIES 
 
  CURRENT LIABILITIES 
 
  Trade and other liabilities                    18                 175,961            909,763 
 
 
                                                                    175,961            909,763 
 
 
 
  TOTAL LIABILITIES                                                 175,961            909,763 
 
 
Net assets                                                        9,840,488          9,839,113 
 
 
 
  ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE 
  PARENT 
 
  Share capital                                17            3,078,297            2,650,325 
 
  Share premium reserve                                     18,632,040           17,853,012 
 
  Financial liabilities at FVTPL credit risk 
  reserve                                                       58,179               66,733 
 
  Retained earnings                                       (11,928,028)         (10,730,957) 
 
  TOTAL EQUITY                                               9,840,488            9,839,113 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2022

 
                                                                                                                              Total 
                                                                                                                       attributable 
                                                                                                                          to equity 
                                                              Share scheme       Foreign exchange        Retained           holders 
                     Share capital      Share premium              reserve                reserve        earnings         of parent      Total equity 
                               GBP                GBP                  GBP                    GBP             GBP               GBP               GBP 
 
  At 1 January 
  2022                   2,650,325         17,853,012               66,733              (816,666)    (13,223,305)         6,530,099         6,530,099 
 
 Comprehensive 
 income for the 
 year 
 
  Loss for the 
  year                           -                  -                    -                      -     (1,289,658)       (1,289,658)       (1,289,658) 
 
  Other 
  comprehensive 
  income                         -                  -                    -              (178,459)               -         (178,459)         (178,459) 
 
  Total 
  comprehensive 
  income for 
  the year                       -                  -                    -              (178,459)     (1,289,658)       (1,468,117)       (1,468,117) 
 
 Contributions 
 by and 
 distributions 
 to 
 owners 
 
  Issue of 
  share capital            427,972            779,028                    -                      -               -         1,207,000         1,207,000 
 
  Transfer 
  to/from 
  retained 
  earnings                       -                  -              (8,554)                      -           8,554                 -                 - 
 
  Total 
  contributions 
  by and 
  distributions 
  to owners                427,972            779,028              (8,554)                      -           8,554         1,207,000         1,207,000 
 
  At 31 
  December 2022          3,078,297         18,632,040               58,179              (995,125)    (14,504,409)         6,268,982         6,268,982 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2022

 
                                                                                                                                                                        Total attributable 
                                                                                                                                                                                 to equity 
                                                                                           Foreign exchange                                                                        holders 
                         Share capital          Share premium   Share scheme reserve                reserve                        Retained earnings                             of parent      Total equity 
                                   GBP                    GBP                    GBP                    GBP                                      GBP                                   GBP               GBP 
 
  At 1 January 
  2021                       2,146,862             16,908,975                180,229              (686,305)                             (12,454,922)                             6,094,839         6,094,839 
 
 Comprehensive 
 income for the 
 year 
 
  Loss for the 
  year                               -                      -                      -                      -                                (881,879)                             (881,879)         (881,879) 
 
  Other 
  comprehensive 
  income                             -                      -                      -              (130,361)                                        -                             (130,361)         (130,361) 
 
  Total 
  comprehensive 
  income for 
  the year                           -                      -                      -              (130,361)                                (881,879)                           (1,012,240)       (1,012,240) 
 
 Contributions 
 by and 
 distributions 
 to 
 owners 
 
  Issue of 
  share capital                503,463                944,037                      -                      -                                        -                             1,447,500         1,447,500 
 
  Transfer 
  to/from 
  retained 
  earnings                           -                      -              (113,496)                      -                                  113,496                                     -                 - 
 
  Total 
  contributions 
  by and 
  distributions 
  to owners                    503,463                944,037              (113,496)                      -                                  113,496                             1,447,500         1,447,500 
 
  At 31 
  December 2021              2,650,325             17,853,012                 66,733              (816,666)                             (13,223,305)                             6,530,099         6,530,099 
 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2022

 
                                                                         Share scheme       Retained 
                                Share capital      Share premium              reserve       earnings      Total equity 
                                          GBP                GBP                  GBP            GBP               GBP 
 
  At 1 January 2022                 2,650,325         17,853,012               66,733   (10,730,957)         9,839,113 
 
  Comprehensive income for 
  the year 
 
  Loss for the year                         -                  -                    -    (1,205,625)       (1,205,625) 
 
  Total comprehensive 
  income 
  for the year                              -                  -                    -    (1,205,625)       (1,205,625) 
 
 Contributions by and 
 distributions 
 to owners 
 
  Issue of share capital              427,972            779,028                    -              -         1,207,000 
 
  Share warrants exercised                  -                  -              (8,554)          8,554                 - 
 
  Total contributions by 
  and distributions to 
  owners                              427,972            779,028              (8,554)          8,554         1,207,000 
 
  At 31 December 2022               3,078,297         18,632,040               58,179   (11,928,028)         9,840,488 
 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2021

 
                                                                                                                   Share scheme                                 Retained 
                                        Share capital                          Share premium                            reserve                                 earnings      Total equity 
                                                  GBP                                    GBP                                GBP                                      GBP               GBP 
 
  At 1 January 
  2021                                      2,146,862                             16,908,975                            180,229                             (10,049,674)         9,186,392 
 
 Comprehensive 
 income for 
 the year 
 
  Loss for the 
  year                                              -                                      -                                  -                                (794,779)         (794,779) 
 
  Total 
  comprehensive 
  income 
  for the year                                      -                                      -                                  -                                (794,779)         (794,779) 
 
 Contributions 
 by and 
 distributions 
 to owners 
 
  Issue of 
  share capital                               503,463                                944,037                                  -                                        -         1,447,500 
 
  Share 
  warrants 
  exercised                                         -                                      -                          (113,496)                                  113,496                 - 
 
  Total 
  contributions 
  by 
  and 
  distributions 
  to owners                                   503,463                                 944,03                          (113,496)                                  113,496         1,447,500 
 
  At 31 
  December 2021                             2,650,325                             17,853,012                             66,733                             (10,730,957)         9,839,113 
 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
                                                                      2022                                  2021 
                                Note                                   GBP                                   GBP 
 
 CASH FLOWS FROM OPERATING 
 ACTIVITIES 
 
  Loss for the year                                            (1,289,658)                             (881,879) 
 
  ADJUSTMENTS FOR 
 
  Depreciation of property, 
  plant and equipment             10                                   205                                 1,942 
 
  Impairment losses on 
  intangible assets               11                               579,728                                     - 
 
 Impairment loss recognised on 
 loans to associates                                                25,785                                     - 
 
  Finance income                  6                               (14,592)                                  (94) 
 
 Gain on disposal of subsidiary 
 undertaking                                                       (6,762)                                     - 
 
  Net foreign exchange 
  loss/(gain)                                                       10,300                               (7,206) 
 
  Income tax expense                                                     -                                    46 
 
                                                                 (694,994)                             (887,191) 
 
  MOVEMENTS IN WORKING CAPITAL: 
 
  Increase in trade and other 
  receivables                                                     (38,025)                              (45,174) 
 
  Increase/(decrease) in trade 
  and other payables                                                25,305                             (110,943) 
 
  CASH GENERATED FROM 
  OPERATIONS                                                     (707,714)                           (1,043,308) 
 
 
  NET CASH USED IN OPERATING 
  ACTIVITIES                                                     (707,714)                           (1,043,308) 
 
 CASH FLOWS FROM INVESTING 
 ACTIVITIES 
 
  Purchase of Australia 
  exploration fixed assets        11                             (238,245)                             (190,599) 
 
  Purchase of Pakistan project 
  fixed assets                    11                             (140,718)                              (94,317) 
 
  Payments for investments in 
  associates                      13                             (668,782)                                     - 
Issue of loans                    6                              (184,929)                                     - 
 
Interest received                 6                                 14,592                                    94 
 
 
 NET CASH USED IN INVESTING 
 ACTIVITIES                                                    (1,218,082)                             (284,822) 
 
 
 
 
 CASH FLOWS FROM FINANCING ACTIVITIES 
 
  Issue of ordinary shares              16                             1,207,000                               647,500 
 
  NET CASH FROM FINANCING ACTIVITIES                                   1,207,000                               647,500 
 
  NET CASH DECREASE IN CASH AND CASH 
  EQUIVALENTS                                                          (718,796)                             (680,630) 
 
 
  Cash and cash equivalents at the 
  beginning 
  of year                                                                872,000                             1,554,424 
 
  Exchange loss on cash and cash 
  equivalents                                                            (2,299)                               (1,794) 
 
 
 
  CASH AND CASH EQUIVALENTS AT THE OF THE 
  YEAR                                           25                             150,905    872,000 
 

COMPANY STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
                                                                      2022                                  2021 
                                Note                                   GBP                                   GBP 
 
 CASH FLOWS FROM OPERATING 
 ACTIVITIES 
 
  Loss for the year                                            (1,205,625)                             (794,779) 
 
  ADJUSTMENTS FOR 
 
  Depreciation of property, 
  plant and equipment             10                                   205                                   205 
 
  Amortisation of intangible 
  fixed assets                    11                               313,229                                     - 
 
  Impairment loss recognised on 
  other receivables                                                301,462                                20,070 
 
  Forgiveness of other loan                                      (804,516)                                     - 
 
  Finance income                  6                               (66,938)                              (17,058) 
 
 Loss on sale of discontinued 
 operations, net of tax                                            804,516                                     - 
 
  Net foreign exchange 
  loss/(gain)                                                       47,944                               (7,242) 
 
                                                                 (609,723)                             (798,804) 
 
  MOVEMENTS IN WORKING CAPITAL: 
 
  Increase in trade and other 
  receivables                                                        (665)                               (6,173) 
 
  Decrease in trade and other 
  payables                                                       (733,801)                             (162,136) 
 
  Decrease in loans to 
  subsidiaries                                                      78,228                             (365,704) 
 
  CASH GENERATED FROM 
  OPERATIONS                                                   (1,265,961)                           (1,332,817) 
 
 
  NET CASH USED IN OPERATING 
  ACTIVITIES                                                   (1,265,961)                           (1,332,817) 
 
 CASH FLOWS FROM INVESTING 
 ACTIVITIES 
 
 Payments for investments in 
 associates                                                      (668,782)                                     - 
 
  Interest received                                                 14,592                                    94 
NET CASH (USED IN)/FROM 
 INVESTING ACTIVITIES                                            (654,190)                                    94 
 
 CASH FLOWS FROM FINANCING 
 ACTIVITIES 
 
  Issue of ordinary shares                                       1,207,000                               647,500 
 
 
 NET CASH FROM FINANCING 
 ACTIVITIES                                                      1,207,000                               647,500 
 
  NET CASH DECREASE IN CASH AND 
  CASH EQUIVALENTS                                               (713,151)                             (685,223) 
 
  Cash and cash equivalents at 
  the beginning of year                                            850,442                             1,535,665 
 
  CASH AND CASH EQUIVALENTS AT 
  THE OF THE YEAR             25                               137,291                               850,442 
 
 
 
      NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER 2022 
 
 
  1.   STATUTORY INFORMATION 
 

Oracle Power PLC is a public company, limited by shares and registered and domiciled in England and Wales. It is the ultimate holding company of the Oracle Power Plc Group. The Group is primarily involved in an energy project, based on the exploration and development of coal and building a mine--mouth power plant in Pakistan. The Group also has two gold prospects in Western Australia and a green hydrogen project in Pakistan. The presentation currency of the financial statements is the Pound Sterling (GBP). The Company's registered number and registered office address can be found on the General Information page.

   2.         ACCOUNTING POLICIES 
 
  2.1  Going concern 
 

During the year under review, the Group experienced net cash outflows from operating activities which it financed from existing cash resources held at the start of the year and cash received from the issue of new equity share capital. The Directors have considered the cash flow requirements of the Group over the next 12 months and believe that additional funding will be required to meet the Group's cash requirements over that period. Post year end in February 2023 and June 2023 the Company raised GBP500,000 and GBP363,000 supporting that cash requirement. This additional cash requirement creates a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, the Directors expect to be able to meet the funding requirements for the Group to continue as a going concern for at least 12 months from the date of the approval of these financial statements, and consequently, the Directors consider it appropriate to adopt the going concern basis in the preparation of the financial statements.

 
  2.2  Compliance with accounting standards 
 

These financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to reporting groups under IFRS.

The financial statements have been prepared under the historical cost convention.

 
  2.3  Significant accounting judgements, estimates and assumptions 
 

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for revenues and expenses during the year and the amounts reported for assets and liabilities at the statement of financial position date. However, the nature of estimation means that the actual outcomes could differ from those estimates.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the measurement of any impairment on intangible assets and the estimation of share--based payment costs.

The principal risk and uncertainty of the intangible assets (exploration assets) is that the Group may not reach financial close - as disclosed in Note 11. The board have tested the intangible assets for impairment. For this test, the board considered market values of the assets (where applicable); results from technical and feasibility studies and reports; and the possibility of future project options available. Based on this, the board have concluded that no impairment provision is required other than for the Jundee East Tenement in Western Australia that has been determined to be uneconomic to develop further.

The Group determines whether there is any impairment of intangible assets on an annual basis.

At the balance sheet date, the intangible assets are carried forward at their cost of GBP5,603,024 (2021: GBP5,403,066) less impairment of GBP579,728.

 
  2.4  Basis of consolidation 
 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

Business acquisitions have been accounted for in accordance with IFRS 3, 'Business Combinations'. Fair values are attributed to the Group's share of net assets. Where the cost of acquisition exceeds the fair values attributed to such assets, the difference is treated as purchased goodwill and is capitalised.

 
    2.5                                                          Intangible assets 
   (i) Intangible fixed assets -- Australia exploration costs 
 
 

Expenditure on the acquisition costs, exploration and evaluation of interests in licences, including related finance and administration costs, are capitalised. Such costs are carried forward in the statement of financial position under intangible assets and amortised over the minimum period of the expected commercial production of gold in respect of each area of interest where:

a) such costs are expected to be recouped through successful development and exploration of the area of interest or alternatively by its sale;

b) exploration activities have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active operations in relation to the areas are continuing.

An annual impairment review is carried out by the Directors when specific facts and circumstances indicate that an impairment test is required, such as:

(1) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

(2) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

(3) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such

activities in the specific area.

(4) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In any such case, or similar cases, the entity shall perform an impairment test in accordance with IAS 36. Any impairment loss is recognised as an expense in accordance with IAS 36

Australia exploration costs are carried at cost less any provision for impairment.

 
 
      (ii) Intangible fixed assets -- Pakistan project costs 
 

Expenditure on the Pakistan project to achieve final project approval prior to the start of mine operations including related finance and administration costs are capitalised. Such costs are carried forward in the statement of financial position under intangible assets and amortised over the minimum period of the expected commercial production of coal in respect of each area of interest.

The Pakistan project costs are tested annually for impairment by comparing the carrying amount to the recoverable amount Pakistan project costs are carried at cost less any provision for impairment.

 
  2.6  Property, plant and equipment 
 

Property, plant and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

               Fixtures and fittings           --          15% on reducing balance 
               Motor vehicles                    --         20% on reducing balance 
               Computer equipment       --           30% on reducing balance 
 
  2.7  Investments 
 

Investments in subsidiaries are stated at cost. The investments are reviewed annually and any impairment is taken directly to the statement of profit or loss. Investments in subsidiaries are fully consolidated within the Group financial statements.

 
  2.8  Investments in associates 
 

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate exceeds the Group's interest in that associate or joint venture (which includes any long--term interests that, in substance, form part of the Group's net investment in the associate, the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate , any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IFRS 9. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassified the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an associate. There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in the other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint ventures are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

 
  2.9  Leasing 
 

All leases held are either short--term leases or are for low value assets. The rentals paid are charged to the statement of profit or loss on a straight-line basis over the period of the lease.

 
  2.10  Foreign currency 
 

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non--monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non--monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into pounds using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non--controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re--attributed to non--controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

 
    2.11                                                Employee benefits 
   Retirement benefit costs and termination benefits 
 
 

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

 
    2.12                                               Share--based payments 
   Share--based payment transactions of the Company 
 
 

Where equity settled share warrants are awarded to employees, the fair value of the warrants at the date of grant is charged to the statement of profit or loss over the vesting period. Non--market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of warrants that eventually vest. Market vesting conditions are factored into the fair value of all warrants granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where terms and conditions of warrants are modified before they vest, the increase in the fair value of the warrants, measured immediately before and after the modification, is also charged to the statement of profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the statement of profit or loss is charged with the fair value of goods and services received.

 
  2.13  Financial instruments 
 

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial Assets:

The Group classifies its financial assets other than investments in subsidiaries and associates as financial assets at amortised cost, at fair value through other comprehensive income (FVOCI) or at fair value through profit or loss (FVTPL). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

A financial asset is measured at amortised cost if it is held within a business model whose objective is to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved by collecting contractual cash flows and selling financial assets and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVTPL if it is not measured at amortised cost or at FVOCI.

All of the group financial assets are currently classified as at amortised cost.

Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost id reduced by impairment losses. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

Trade receivables, with standard payment terms of between 30 to 65 days, are recognised and carried at the lower of their original invoiced and recoverable amount.

A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on expected credit losses, and is re-measured annually with changes appearing in profit or loss. Where there has been a significant increase in credit risk of the financial instrument since initial recognition, the loss allowance is measured based on lifetime expected losses. In all other cases, the loss allowance is measured based on 12-month expected losses. For assets with a maturity of 12 months or less, including trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss allowance.

The Group's financial assets are disclosed in notes 14 and 15.

Financial Liabilities:

The Group classifies its financial liabilities as at amortised cost or at FVTPL. A financial liability is measured at FVTPL if it is classified as held for trading, it is a derivative or it is designated as such on initial recognition, otherwise it is classified as at amortised cost.

All of the group financial liabilities are currently classified as at amortised cost.

Financial liabilities at amortised cost are subsequently measured at amortised cost using the effective interest method. They are classified as non-current when the payment falls due greater than 12 months after the year end date.

 
  2.14  Cash and cash equivalents 
 

Cash and cash equivalents for the purpose of the cash flow statement comprise cash and bank balances.

 
  2.15  New Standards and Interpretations applied 
 

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning 1 January 2022 that would be expected to have a material impact on the Group.

New and revised standards not yet effective

Certain new accounting standards and interpretations have been issued but have not been applied by the Group in preparing these financial statements as they are not as yet effective. These standards are not expected to have a material impact on the Group in the current or future periods and on foreseeable future transactions.

 
3.  SEGMENT INFORMATION 
 

Based on risks and returns, the Directors consider that the primary business reporting format is by business segment which are currently:

1) the principal activity of the Group which is an energy project, based on the exploration and development of coal mining and building a mine--mouth power plant in Pakistan ("Pakistan Energy Project");

2) an investment in Western Australia for the exploration and future extraction of gold ("Australia Gold Project"); and

3) a green hydrogen project in Pakistan ("Pakistan Green Hydrogen Project").

The segments are not yet revenue generating and the primary financial reporting metrics are the value of intangible assets relating to the projects and total spend to date. The Pakistan Green Hydrogen Project is carried out through the Company's investment in associates which is not included in the analysis below.

To--date the Group has raised a total GBP23.2m and spent GBP18.0m on Thar Block VI and GBP0.5m on the Western Australia gold project net of impairment of GBP0.6m.

The following is an analysis of the Group's results by reportable segment in the year under review:

 
                                           2022              2021 
-----------------------------  ----------------  ---------------- 
                                            GBP               GBP 
-----------------------------  ----------------  ---------------- 
 
Pakistan Energy Project                 (9,318)           (5,277) 
=============================  ================  ================ 
Australia Gold Project                (630,945)          (78,168) 
Total                                 (640,263)          (83,445) 
=============================  ================  ================ 
Central administration costs          (670,749)         (798,528) 
=============================  ================  ================ 
Finance income                           14,592                94 
=============================  ================  ================ 
Other gains and losses                    6,762                 - 
 
Profit before tax                   (1,289,658)         (881,879) 
=============================  ================  ================ 
 

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 2. Segment profit represents the profit earned by each segment without allocation of the share of profits of associates and joint ventures, central administration costs including directors' salaries, finance income, non--operating gains and losses in respect of financial instruments and finance costs, and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

 
  Segment assets 
 
 
                                            2022                  2021 
--------------------------  --------------------  -------------------- 
                                             GBP                   GBP 
--------------------------  --------------------  -------------------- 
 
Pakistan Energy Project                4,529,390             4,593,369 
==========================  ====================  ==================== 
Australia Gold Project                   493,906               809,697 
Total segment assets                   5,023,296             5,403,066 
==========================  ====================  ==================== 
Unallocated assets                         3,885                 5,856 
 
Consolidated total assets              5,027,181             5,408,922 
==========================  ====================  ==================== 
 

For the purposes of monitoring segment performance and allocating resources between segments the

Group's Chief Executive monitors the tangible, intangible and financial assets attributable to each

segment. All assets are allocated to reportable segments with the exception of investments in associates, and other financial assets.

 
 
    Other segment information 
 
 
                                                                                  Additions 
                                    Depreciation &            Amortisation               to      non--current* 
------------------------  ------------------------  ----------------------  ---------------  ----------------- 
                                                                                                       assets* 
------------------------  ------------------------  ----------------------  ---------------  ----------------- 
                                              2022                    2021             2022               2021 
------------------------  ------------------------  ----------------------  ---------------  ----------------- 
                                               GBP                     GBP              GBP                GBP 
========================  ========================  ======================  ===============  ================= 
Pakistan Energy Project                      1,133                   1,737          140,718             97,762 
========================  ========================  ======================  ===============  ================= 
Australia Gold Project                           -                       -          238,225            186,919 
========================  ========================  ======================  ===============  ================= 
 
                                             1,133                   1,737          378,943            284,681 
========================  ========================  ======================  ===============  ================= 
 

*The amounts exclude additions to financial instruments.

In addition to the depreciation and amortisation reported above, impairment losses of GBP579,727 (2021: GBPnil) were recognised in respect of non--current assets. These impairment losses were all attributable to the Australia Gold Project.

 
 
  25.   NOTES SUPPORTING STATEMENT OF CASH FLOWS 
        Group 
                                                                            2022                 2021 
                                                                             GBP                  GBP 
 
 
   Cash at bank available on demand                                       32,795               34,378 
 
   Short--term deposits                                                  118,110              837,622 
 
  CASH AND CASH EQUIVALENTS IN THE STATEMENT OF 
  FINANCIAL POSITION                                                     150,905              872,000 
 
 
  CASH AND CASH EQUIVALENTS IN THE STATEMENT OF 
  CASH FLOWS                                                             150,905              872,000 
 
 
 Company 
                                                                                     2022                 2021 
                                                                                      GBP                  GBP 
 
 
   Cash at bank available on demand                                                19,181               12,820 
 Short--term deposits                                                             118,110              837,622 
 
 CASH AND CASH EQUIVALENTS IN THE STATEMENT OF FINANCIAL POSITION                 137,291              850,442 
 
 
 
  CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS                        137,291              850,442 
 
 
26.  RECONCILIATION OF CHANGES IN LIABILITIES ARISING FROM 
      FINANCING ACTIVITIES 
 
 
Group 
                                Trade and other 
                                       payables              Borrowings       Total 
                                            GBP                     GBP         GBP 
Balance at 1 January 
 2021                                   322,655                 800,000   1,122,655 
Cash flows                            (152,334)                       -   (152,334) 
Non--cash changes 
Issue of share capital                        -               (800,000)   (800,000) 
 
Balance at 31 December 
 2021                                   170,321                       -     170,321 
Cash flows                               32,713                       -      32,713 
 
Balance at 31 December 
 2022                                   203,034                       -     203,034 
 
 
Company 
                         Trade and other                                 Amounts owed to 
                                payables              Borrowings      group undertakings              Total 
                                     GBP                     GBP                     GBP                GBP 
Balance at 
 1 January 2021                  267,183                 800,000                 804,716          1,871,899 
Cash flows                     (162,036)                       -                   (100)          (162,136) 
 
Non--cash changes 
Issue of share 
 capital                               -               (800,000)                       -          (800,000) 
 
Balance at 
 31 December 
 2021                            105,147                       -                 804,616            909,763 
Cash flows                        70,814                       -                       -             70,814 
Forgiveness 
 of debt                                                                       (804,616)          (804,616) 
Balance at 
 31 December 
 2022                            175,961                       -                       -            175,961 
 

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June 29, 2023 02:00 ET (06:00 GMT)

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