TIDMPRD
RNS Number : 7757X
Predator Oil & Gas Holdings PLC
28 April 2023
FOR IMMEDIATE RELEASE
28 April 2023
Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD /
Sector: Oil & Gas
LEI 213800L7QXFURBFLDS54
Predator Oil & Gas Holdings Plc
("Predator" or the "Company" and together with its subsidiaries
the "Group")
Financial Statements for the Year Ended 31 December 2022
Predator Oil & Gas Holdings Plc (PRD), the Jersey-based Oil
and Gas Company with operations in Trinidad, Morocco and Ireland is
pleased to announce its audited financial statements for the year
ended 31 December 2022, extracts of which are set out below.
The Company's Annual Report is available to shareholders to
download from the Company's website at www.predatoroilandgas.com .
In line with ESG best practice no hard copies of the Annual Report
will be printed.
In addition, a copy of the 2022 Annual Report will be uploaded
to the National Storage Mechanism and will be available for viewing
at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The financial information set out below does not constitute the
Company's statutory accounts for the year ending 31 December
2022.
Highlights of Financial Results for 2022
-- Loss from operations of GBP2,558,844 (2021: Re-stated loss of GBP1,517,571).
The increase in operating loss is entirely attributable to share
based payments (the award of options).
-- Administrative expenses of GBP2,545,789 (2021: Re-stated GBP1,517,552).
Excluding share based payments for options and warrants
corporate administrative expenses were GBP1,310,909 (GBP1,323,268
for the restated period to 31 December 2021).
-- Increased cash balance at period end of 2022 GBP3,323,161 (2021: Re-stated GBP1,523,035).
-- Additional, restricted cash of USD1,500,000 (USD1,500,000 for
the period ended 31 December 2021).
-- Placed 66,500,000 new ordinary shares of no par value in the
Company to raise GBP4,335,000 (before expenses).
-- Exercise of warrants Novum Securities Ltd. resulted in the
issue of 5,949,210 new ordinary shares of no par value in the
Company to raise GBP242,253.
-- Exercise of share options by directors and former directors
resulted in the issue of 18,363,712 new ordinary shares of no par
value in the Company to raise GBP837,852
-- Debt-free except for directors loans of GBP507,604
Highlights of key Operational Activities in 2022
-- Completed post-well geological desktop studies for MOU-1 drilled in 2021.
-- Validated the Moulouya Fan geological concept.
-- Validated a thermogenic gas source in MOU-1.
-- Re-evaluated the MOU-1 rigless testing programme to determine
cost-effective ways to perforate additional potential targets for
testing.
-- Reprocessed 278 kilometres of 2D seismic data in Guercif.
-- Completed geophysical studies for MOU-1 to confirm seismic amplitude response
Is in response to presence of gas at the top of the Moulouya
Fan.
-- Mapped an area of stronger seismic amplitudes for the Moulouya Fan of at least 30km(2).
-- Technical work supports 2022 SLR CPR Best Estimate net gas resources of 295 BCF.
-- Identified several potential drilling locations on the Moulouya Fan.
-- Completed all well planning, well inventory purchases and
mobilisation of well services in preparation for commencing MOU-2
drilling operations.
-- Identified a drilling location for the MOU-NE Jurassic target.
-- Executed a binding term sheet with Challenger Energy Group
Plc to settle historical issues and to acquire TRex Holdings
Trinidad Ltd. and the Cory Moruga field subject to the consent of
the Ministry of Energy and Energy Industries.
-- Continued to raise awareness in Ireland in respect of the Mag
Mell offshore LNG import option and its applications for successor
authorisations for Corrib South and Ram Head in the context of
security of energy supply.
Highlights of Directorate Changes
-- Board was strengthened by the appointment of Alistair Jury
and Carl Kindinger as Non-executive directors with additional
financial experience to replace outgoing Non-executive
directors.
Post Period End:
-- MOU-2 was drilled to 1,260 meters Measured Depth and
suspended awaiting technical assessments for a potential
re-entry.
-- Optiva Securities Ltd. exercised warrants resulting in the
issue of 2,035,714 new Ordinary shares in the Company of no par
value to raise GBP79,500.
-- An update on the proposed rigless testing of MOU-1 was provided.
-- Placed 14,174,056 new ordinary shares of no par value in the
Company and a director loaned 22,189,580 existing ordinary shares
to raise GBP2,000,000 (before expenses).
-- Update on MOU-3 civil engineering well site preparations.
Paul Griffiths, Executive Chairman of Predator Oil & Gas
Holdings Plc commented :
"We are pleased to have managed operating losses and
administrative expenses in 2022, after allowing for share-based
payments whilst increasing cash balances at the end of the period
and maintaining a debt-free status. This has been achieved despite
rising global cost inflation and maintaining momentum in our three
areas of business operations in what again has been very
challenging times due to the UK-Russian conflict.
Preparing for the drilling of MOU-2 and beyond has resulted in
us having to establish a brand new operational base in Morocco to
ensure that we can source well inventory and services in a
competitive manner and continue to press forward with drilling
operations at the pace required to avail of opportunities to sell
gas to the Moroccan industrial market.
The Moulouya Fan has been identified as a sizeable asset capable
of in itself potentially supplying all of the current industrial
market's CNG requirements. It will require additional wells over
time to maintain and scale up the gas supply, but the priority at
present will be to complete a drilling and rigless testing
programme to validate the commercial CNG concept.
There will be geological and operational challenges to overcome
which are no different to those faced by other operators along this
particular trend of gas discoveries and fields.
Currently the Company is the only operator in Morocco preparing
for imminent drilling.
We thank our shareholders for their continued support as always
but particularly in what has been another volatile year in the
financial markets coupled with unprecedented rises in modern times
in inflation and cost of living. We will continue to focus on
developing our Moroccan asset during 2023."
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on market abuse
For further information visit www.predatoroilandgas.com
Follow the Company on twitter @PredatorOilGas.
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on market abuse
For more information please visit the Company's website at
www.predatoroilandgas.com :
Enquiries:
Predator Oil & Gas Holdings Plc Tel: +44 (0) 1534 834 600
Paul Griffiths Executive Chairman Info@predatoroilandgas.com
Lonny Baumgardner Managing Director
Novum Securities Limited Tel: +44 (0) 207 399 9425
David Coffman / Jon Belliss
Optiva Securities Limited Tel: +44 (0) 203 137 1902
Christian Dennis, CEO
Ben Maitland, Corporate Finance Tel. +44 (0) 203 034 2707
Flagstaff Strategic and Investor Communications Tel: +44 (0) 207 129 1474
Tim Thompson predator@flagstaffcomms.com
Mark Edwards
Fergus Mellon
Notes to Editors:
Predator is operator of the Guercif Petroleum Agreement onshore
Morocco which is prospective for Tertiary gas in prospects less
than 10 kilometres from the Maghreb gas pipeline and suitable for
the development of Compressed Natural Gas for Morocco's industrial
sector. The MOU-1 well has been completed and is subject to a
follow-up testing programme. The MOU-2 well is currently suspended
pending a potential re-entry.
Predator is seeking to further develop the remaining oil
reserves of Trinidad's mature onshore oil fields through the
application of CO2 EOR techniques and by sequestrating
anthropogenic carbon dioxide in oil reservoirs.
In addition, Predator also owns and operates exploration and
appraisal assets in licensing options offshore Ireland, for which
successor authorisations have been applied for, adjoining
Vermilion's Corrib gas field in the Slyne Basin on the Atlantic
Margin and east of the decommissioned Kinsale gas field in the
Celtic Sea.
Predator has developed a Floating Storage and Regasification
Project ("FSRUP") for the import of LNG and its regassification for
Ireland and is also developing gas storage concepts to address
security of gas supply and volatility in gas prices during times of
peak gas demand.
The Company has a highly experienced management team with a
proven track record in operations in the oil and gas industry.
Consolidated statement of comprehensive
income
For the year ended 31 December
2022
01.01.2021
to 31.12.2021
01.01.2022
to 31.12.2022 GBP
Notes GBP (restated)
-------------------------------------- ------ --------------- ---------------
Administrative expenses 4 (2,545,789) (1,517,552)
Operating loss (2,545,789) (1,517,552)
Finance Income 3 4,477 -
Finance expense 5 (17,532) (19)
Loss for the year before taxation (2,558,844) (1,517,571)
Taxation 6 - -
Loss for the year after taxation (2,558,844) (1,517,571)
-------------------------------------- ------ --------------- ---------------
Comprehensive income - -
Total comprehensive loss for the year
attributable to the owner of the parent (2,558,844) (1,517,571)
---------------------------------------------- --------------- ---------------
Earnings per share basic and diluted
(pence) 8 (0.792) (0.570)
The accompanying accounting policies and notes on pages 85
to 112 form an integral part of these financial statements.
All items in the above statement derive
from continuing operations.
Consolidated statement of financial
position
As at 31 December 2022
31.12.2021
31.12.2022 GBP
Notes GBP (restated)
------------------------------------- ------ ------------- ------------
Non-current assets
Tangible fixed assets 1 1 3,448 5,884
Intangible asset 1 0 5,275,720 2,687,026
------------------------------------- ------ ------------- ------------
5,279,168 2,692,910
Current assets
Trade and other receivables 1 3 1,986,670 1,737,258
Cash and cash equivalents 1 4 3,323,161 1,523,035
------------------------------------- ------ ------------- ------------
5,309,831 3,260,293
Total assets 10,588,999 5,953,203
------------------------------------- ------ ------------- ------------
Equity attributable to the owner
of the parent
Share capital 1 7 16,840,165 11,425,061
Reconstruction reserve 1,909,540 2,386,321
Warrants issuance cost 1 8 (583,825) (376,820)
Share based payments reserve 1 8 1,379,964 611,173
Retained deficit (10,210,097) (8,337,551)
------------------------------------- ------ ------------- ------------
Total equity 9,335,747 5,708,184
Current liabilities
Trade and other payables 1 5 1,253,252 245,019
------------------------------------- ------ ------------- ------------
Total liabilities 1,253,252 245,019
------------------------------------- ------ ------------- ------------
Total liabilities and equity 10,588,999 5,953,203
------------------------------------- ------ ------------- ------------
The accompanying accounting policies and notes on pages 85 to
112 form an integral part of these financial statements.
The Company has adopted the exemption under Companies (Jersey)
Law 1991 Article 105 (11) not to prepare separate accounts.
The Group reported a loss after taxation for the year of GBP2.55
million (2021 (restated): GBP1.5 million loss).
The financial statements on pages 81 to 112 were approved and
authorised for issue by the Board of Directors on 27 April 2023 and
were signed on its behalf by:
Paul Griffiths
Director
Consolidated statement of changes in
equity
For the year ended 31 December
2022
Attributable to owner of the parent
Warrants Share
issuance based
Share Reconstruction cost payments Retained
Capital reserve reserve reserve deficit Total
GBP GBP GBP GBP GBP GBP
----------- --------------- ---------- ---------- ------------- -------------------
Balance at 31 December
2020 6,832,564 2,797,421 (208,887) 458,840 (7,054,229) 2,825,709
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Issue of ordinary
share capital 4,585,000 - - - - 4,585,000
Issue of warrants - - - 195,327 - 195,327
Fair value of share
options - - - 75,533 - 75,533
Transaction costs - (411,100) - - - (411,100)
Exercised warrants 7,497 - 3,028 - (3,028) 7,497
Warrants issuance
costs - - (170,961) - - (170,961)
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Total contributions
by and distributions
to owners of the parent
recognised directly
in equity 4,592,497 (411,100) (167,933) 270,860 (3,028) 4,281,296
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Loss for the year - - - - (1,398,821) (1,398,821)
Total comprehensive
income for the year - - - - (1,398,821) (1,398,821)
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Balance at 31 December
2021 as previously
reported 11,425,061 2,386,321 (376,820) 729,700 (8,456,078) 5,708,184
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Impact of prior year
adjustment (Note 26) - - - (118,527) 118,527 -
Balance at 31 December
2021 (as restated) 11,425,061 2,386,321 (376,820) 611,173 (8,337,551) 5,708,184
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Issue of ordinary
share capital 4,335,000 - - - - 4,335,000
Issue of warrants - - - 449,656 - 449,656
Fair value of share
options - - - 1,234,880 - 1,234,880
Transaction costs - (476,781) - - - (476,781)
Exercised options 837,851 - - (728,618) 728,618 837,851
Exercised warrants 242,253 - 187,127 (187,127) - 242,253
Cancelled/expired
warrants - - 42,320 - (42,320) -
Warrants issuance
costs - - (436,452) - - (436,452)
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Total contributions
by and distributions
to owners of the parent
recognised directly
in equity 5,415,104 (476,781) (207,005) 768,791 686,298 6,186,407
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Loss for the year - - - - (2,558,844) (2,558,844)
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Total comprehensive
income for the year - - - - (2,558,844) (2,558,844)
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
Balance at 31 December
2022 16,840,165 1,909,540 (583,825) 1,379,964 (10,210,097) 9,335,747
-------------------------- ----------- --------------- ---------- ---------- ------------- -------------------
The accompanying accounting policies and notes on pages 85 to
112 form an integral part of these financial statements.
Consolidated statement of cash
flows
For the year ended 31 December
2022
01.01.2021
to 31.12.2021
01.01.2022
to 31.12.2022 GBP
Notes GBP (restated)
--------------------------------------- ------ --------------- ---------------
Cash flows from operating activities
Loss for the period before taxation (2,558,844) (1,517,571)
Adjustments for:
Issue of share options 19 1,234,880 194,284
Finance expense 5 17,532 19
Finance income 3 (4,477) -
Fair value of warrants 19 13,204 24,366
Depreciation 11 2,436 2,338
Foreign exchange 4 (67,840) (244,282)
(Increase) in trade and other
receivables (249,412) (6,059)
Increase in trade and other payables 1,008,233 161,527
Net cash used in operating activities (604,288) (1,385,378)
---------------------------------------- ------ --------------- ---------------
Cash flow from investing activities
Loan advances - (115,881)
Purchase of computer equipment 11 - (2,629)
Capitalised costs - Project Guercif
- Morocco 10 (2,588,694) (2,687,026)
Net cash used in investing activities (2,588,694) (2,805,536)
---------------------------------------- ------ --------------- ---------------
Cash flows from financing activities
Proceeds from issuance of shares,
net of issue costs 17 4,938,323 4,181,397
( 12 , 206
Finance expense paid ) (19)
Finance income received 4,477 -
Net cash generated from financing
activities 4,930,594 4,181,378
---------------------------------------- ------ --------------- ---------------
Effect of exchange rates on cash 62,514 206,820
Net increase in cash and cash
equivalents 1,800,126 197,284
Cash and cash equivalents at
the beginning of the year 1,523,035 1,325,751
Cash and cash equivalents at
the end of the year 3,323,161 1,523,035
---------------------------------------- ------ --------------- ---------------
The accompanying accounting policies and notes on pages 85 to
112 form an integral part of these financial statements.
Significant non-cash transactions
During the year there were various significant non-cash
transactions relating to share options, warrants issued during the
year and loans to directors for shares lent, which are detailed in
notes 15, 17 and 19.
Statement of accounting policies
For the year ended 31 December 2022
General information
Predator Oil & Gas Holdings Plc ("the Company") and its
subsidiaries (together "the Group") are engaged principally in the
operation of an oil and gas development business in the Republic of
Trinidad and Tobago and an exploration and appraisal portfolio in
Ireland and Morocco. The Company's ordinary shares are on the
Official List of the UK Listing Authority in the standard listing
section of the London Stock Exchange.
Basis or preparation and going concern assessment
The principal accounting policies adopted in the preparation of
the financial information are set out below. The policies have been
consistently applied throughout the current year and prior year,
unless otherwise stated. These financial statements have been
prepared in accordance with International Financial Reporting
Standards (IFRSs and IFRIC interpretations) issued by the
International Accounting Standards Board (IASB) as adopted by the
European Union and with those parts of the Companies (Jersey) Law,
1991 applicable to companies preparing their accounts under IFRS.
The Company has adopted the exemption under Companies (Jersey) Law
1991 Article 105 (11) not to prepare separate accounts.
The consolidated financial statements incorporate the results of
Predator Oil & Gas Holdings Plc and its subsidiary undertakings
as at 31 December 2022. In prior years, the financial statements
notes were rounded to the nearest thousands and did not follow the
same treatment as the prime statements, therefore, the Directors
have decided to change the notes to be rounded to the nearest
pound.
The financial statements are prepared under the historical cost
convention on a going concern basis. The financial statements of
the subsidiaries are prepared for the same reporting period as the
parent company, using consistent accounting policies. All
intra-group balances, transactions, income and expenses and profits
and losses resulting from intra-group transactions that are
recognised in assets, are eliminated in full. Subsidiaries are
fully consolidated from the date of acquisition, being the date on
which the Group obtains control, and continue to be consolidated
until the date that such control ceases.
The preparation of financial statements requires an assessment
on the validity of the going concern assumption. At the date of
these financial statements the Directors expect that the Group will
require further funding for the Group's corporate overheads; Irish
licence interests, Moroccan licence and for the development of a
CO2 EOR pilot project. Post the year end the Group issued shares
for a total capital raised of GBP2.0mil before expenses, largely to
progress MOU-3 surface location and drilling programme as well as a
small portion of the total capital raised being used for general
working capital. Following this capital raise, the Directors are
confident that the Group will be able meet requirements over the
course of the next 24 months, in cash, as debt finance, joint
venture or farminee partner equity, share issues or otherwise.
The Group expects the acquisition of Cory Moruga to be completed
in the near future, should it receive consent from the Trinidadian
Ministry of Energy Industries. The acquisition would involve an
initial cash outflow of USD2.0 million settlement, which the Board
is confident that it would be able to raise in a further capital
placing.
Failing the success of these fund raising activities the
Directors will be prepared to accept appropriate reductions in
their remuneration to conserve cash resources.
Change in Accounting Policies
At the date of approval of these financial statements, certain
new standards, amendments and interpretations have been published
by the International Accounting Standards Board but are not as yet
effective and have not been adopted early by the Group. All
relevant standards, amendments and interpretations will be adopted
in the Group's accounting policies in the first period beginning on
or after the effective date of the relevant pronouncement.
At the date of authorisation of these financial statements, a
number of Standards and Interpretations were in issue but were not
yet effective. The Directors do not anticipate that the adoption of
these standards and interpretations, or any of the amendments made
to existing standards as a result of the annual improvements cycle,
will have a material effect on the financial statements in the year
of initial application.
Standards and amendments to existing standards effective 1
January 2022
- Amendment to IAS 37 - Provisions, Contingent Liabilities and
Contingent Assets - Onerous contracts
- Amendments to IFRS 3 - Business Combinations - Reference to
Conceptual Framework
- Amendments to IAS 16 - Property, Plant and Equipment -
Proceeds before Intended Use
New Standards, amendments and interpretations effective after 1
January 2022 and have not been early adopted
The Group does not believe that the below standards not yet
effective, will have a material impact on the consolidated
financial statements:
- Amendments to IAS 1 - Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting Policies
- Amendments to IAS 8 - Accounting Policies, Changes in
Accounting Estimates and Errors - Definition of Accounting
Estimates
Areas of estimates and judgement
The preparation of the group financial statements in conformity
with generally accepted accounting principles requires the use of
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management's best
knowledge of current events and actions, actual results may
ultimately differ from those estimates. The Group commenced
operations in 2018 and did not enter into material operational
transactions requiring significant estimates and assumptions to be
effected in preparation of financial statements for the reporting
period. The critical accounting estimates and judgements made are
in line with those made in the audited financial statements for the
year ended 31 December 2021.
a) Going concern and Inter-company loan recoverability.
The Group's cash flow projections indicate that, following the
latest fundraise in April 2023, the Group has sufficient resources
to continue as a going concern for the near future. The Board is
confident that should the Group require further funds to complete
and future works, that it will be able to raise further funds
through issuing equity.
The recoverability of inter-company loans advanced by the
Company to subsidiaries depends also on the subsidiaries realising
their cash flow projections. This is the case for Predator Oil
& Gas Trinidad Ltd. where production revenues are forecast from
the near-term from pilot CO2 EOR operations where project economics
have been stress-tested at lower oil prices. In the event of
sustained lower oil prices positive cash flow will be less and the
time taken to recover inter-company loans longer.
In the case of Predator Gas Ventures Ltd., recovery of
inter-company loans is dependent upon the Guercif drilling
programme successfully recovering commercial quantities of gas that
can be developed and brought to market. The Moroccan gas market is
commercially attractive and even relatively low volumes of
discovered gas are likely to be economic. A partial sale of equity
in a future potential gas discovery is the preferred strategy for
recovery of inter-company loans rather than a longer term
dependency on a gas development.
In the case of Predator Oil and Gas Ventures Ltd., the quantum
of inter-company loan is relatively small and no substantive
expenditures are anticipated going forward. The change in business
strategy to a focus on LNG and gas storage offshore Ireland,
creates a marketing opportunity for the Group's relevant experience
and expertise within this sector of the industry. It creates the
potential as promoters of the project to receive introduction and
service providers' fees and a free minority equity position in a
joint venture vehicle to move to the project development stage.
Under these circumstances the inter-company loan would constitute
past costs contributing to the level of free equity. Recovery of
the relatively modest inter-company loan therefore has a variety of
ways of being repaid.
Management have also assessed that the carrying value and
recoverability of the investment, including intercompany
receivables is ultimately dependent on the value of the underlying
assets of the Group. Further evidence of its realisable value can
also be noted by reference the market capitalisation of the Group
on the London Stock exchange at the date of this report which can
be used as a guide and to provide further assurance of its carrying
value subsequent to the year end.
b) Recoverability of loan
The Group entered into an agreement FRAM Exploration Trinidad
Limited ("FRAM"), a wholly owned subsidiary of Columbus Energy
Resources PLC, who are listed on AIM.
Management have concluded that there is no impairment required
at the reporting date, as the Group has entered into a settlement
agreement with Challenger Energy Group Plc ("CEG") for the
acquisition of T-Rex Trinidad Limited and the total liability due
from FRAM will be offset against the total consideration agreed
when the transaction is complete.
c) Share based payments
The Group has applied the requirements of IFRS 2 Share- based
Payment for all grants of equity instruments.
The Group operates an equity settled share option scheme for
directors. The increase in equity is measured by reference to the
fair value of equity instruments at the date of grant. The
liabilities assumed under these arrangements into shares in the
parent company, under an option arrangement. The fair value of the
service received in exchange for the grant of options and warrants
is recognised as an expense. Equity-settled share-based payments
are measured at fair value (excluding the effect of non-market
based vesting conditions) at the date of grant. The fair value
determined at the grant date of equity-settled share-based payment
is expensed over the vesting period, based on the Group's estimate
of shares that will eventually vest and adjusted for the effect of
non-market based vesting conditions.
During the year, the Company issued warrants in lieu of fees to
stockbrokers. The warrant agreements do not contain vesting
conditions and therefore the full share-based payment charge, being
the fair value of the warrants using the Black-Scholes model, has
been recorded immediately. The charge is recognised within the
statement of changes in equity. The valuation of these warrants
involves making a number of estimates relating to price volatility,
future dividend yields and continuous growth rates (see Note 19
).
The fair value of the share options is estimated by using the
Black Scholes model on the date of grant based on certain
assumptions. Those assumptions are described in note 19 and
include, among others, the expected volatility and expected life of
the options. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of
non-transferability exercise restrictions and behavioural
considerations. The market price used in the model is the issue
price of the Company's shares at the last placement of shares
immediately preceding the calculation date. Where the terms and
conditions of options 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 profit or loss over the
remaining vesting period.
Where equity instruments are granted to persons or entities
other than staff, the fair value of goods and services received is
charged to profit or loss, except where it is in respect to costs
associated with the issue of shares, in which case, it is charged
to the share premium account.
The fair values calculated are inherently subjective and
uncertain due to the assumptions made and the limitation of the
calculations used. Further details of the specific amounts
concerned are given in note 19 .
d) Intangible assets - Project Guercif
All expenditure relating to oil and gas activities is
capitalised in accordance with the "successful efforts" method of
accounting, as described in IFRS 6 - "Exploration for and
Evaluation of Mineral Resources". Under this standard, the Group's
exploration and appraisal activities are capitalised as intangible
assets.
The direct costs of exploration and appraisal are initially
capitalised as intangible assets, pending determination of the
existence of commercial reserves in the licence area. Such costs
are classified as intangible assets based on the nature of the
underlying asset, which does not yet have any proven physical
substance. Exploration and appraisal costs are held,
un-depreciated, until such a time as the exploration phase on the
licence area is complete or commercial reserves have been
discovered.
If no commercial reserves exist, then that particular
exploration/appraisal effort was "unsuccessful" and the costs are
written off to the income statement in the period in which the
evaluation is made. The success or failure of each
exploration/appraisal effort is judged on a field by field
basis.
Net proceeds from any disposal of an exploration asset are
initially credited against the previously capitalised costs. Any
surplus proceeds are credited to the income statement. Net proceeds
from any disposal of exploration assets are credited against the
previously capitalised cost. A gain or loss on disposal of an
exploration asset is recognised in the income statement to the
extent that the net proceeds exceed or are less than the
appropriate portion of the net capitalised costs of the asset.
Upon commencement of production, capitalised costs will be
amortised on a unit of production basis which is calculated to
write off the expected cost of each asset over its life in line
with the depletion of proved and probable reserves.
For more information please refer to note 10.
Basis of consolidation
Where the Group has control over an investee, it is classified
as a subsidiary. The Group controls an investee if all three of the
following elements are present: power over the investee, exposure
to variable returns from the investee, and the ability of the
investor to use its power to affect those variable returns. Control
is reassessed whenever facts and circumstances indicate that there
may be a change in any of these elements of control.
The consolidated financial statements present the results of the
Company and its subsidiaries ("the Group") as if they formed a
single entity. Inter-company transactions and balances between
Group companies are therefore eliminated in full. Uniform
accounting policies are applied across the Group.
The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the
statement of financial position, the acquirer's identifiable
assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control
ceases.
Intangible assets
Mineral exploration and evaluation expenditure relates to costs
incurred in the exploration and evaluation of potential mineral
resources and includes exploration and mineral licences,
researching and analysing historical exploration data, exploratory
drilling, trenching, sampling and the costs of pre-feasibility
studies.
Exploration and evaluation expenditure for each area of
interest, other than that acquired from another entity, is charged
to the consolidated statement of income as incurred except when the
expenditure is expected to be recouped from future exploitation or
sale of the area of interest and it is planned to continue with
active and significant operations in relation to the area, or at
the reporting period end, the activity has not reached a stage
which permits a reasonable assessment of the existence of
commercially recoverable reserves, in which case the expenditure is
capitalised. Purchased exploration and evaluation assets are
recognised at their fair value at acquisition. As the capitalised
exploration and evaluation expenditure asset is not available for
use, it is not depreciated.
Exploration and evaluation assets have an indefinite useful life
and are assessed for impairment annually or when facts and
circumstances suggest that the carrying amount of an asset may
exceed its recoverable amount. The assessment is carried out by
allocating exploration and evaluation assets to cash generating
units, which are based on specific projects or geographical areas.
IFRS 6 permits impairments of exploration and evaluation
expenditure to be reversed should the conditions which led to the
impairment improve. The Group continually monitors the position of
the projects capitalised and impaired.
Whenever the exploration for and evaluation of mineral resources
in cash generating units does not lead to the discovery of
commercially viable quantities of mineral resources and the Group
has decided to discontinue such activities of that unit, the
associated expenditures are written off to the Statement of
comprehensive income.
Financial assets
The Financial assets currently held by the Group and Company are
classified as loans and receivables and cash and cash equivalents.
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue and are
subsequently carried at amortised cost using the effective interest
rate method less provision for impairment.
Impairment provisions are recognised when there is objective
evidence (such as significant financial difficulties on the part of
the counterparty or default or significant delay in payment) that
the Group will be unable to collect all of the amounts due under
the terms receivable, the amount of such a provision being the
difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired
receivable. For receivables, which are reported net, such
provisions are recorded in a separate allowance account with the
loss being recognised within administrative expenses in the
statement of comprehensive income. On confirmation that the
receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks.
Cash equivalents are short term, highly liquid accounts that are
readily converted to known amounts of cash. They include short-term
bank deposits and short-term investments.
Any cash or bank balances that are subject to any restrictive
conditions, such as cash held in escrow pending the conclusion of
conditions precedent to completion of a contract, are disclosed
separately as "Restricted cash". The security deposit is recognised
within trade and other receivables in note 1 3 .
There is no significant difference between the carrying value
and fair value of receivables.
Derecognition
The Group derecognises a financial asset when the contractual
rights to the cash flow from the asset expire, or it transfers the
asset and substantially all the risk and rewards of ownership of
the asset to another entity.
Financial liabilities
The Group's financial liabilities consist of trade and other
payables (including short terms loans) and long term secured
borrowings. These are initially recognised at fair value and
subsequently carried at amortised cost, using the effective
interest method. All interest and other borrowing costs incurred in
connection with the above are expensed as incurred and reported as
part of financing costs in profit or loss. Where any liability
carries a right to convertibility into shares in the Group, the
fair value of the equity and liability portions of the liability is
determined at the date that the convertible instrument is issued,
by use of appropriate discount factors.
Derecognition
The Group derecognises a financial liability when the
obligations are discharged, ca ncelled or they expire.
Foreign currency
The functional currency of the Group and all of its subsidiaries
is the British Pound Sterling.
Transactions entered into by the Group entities in a currency
other than the currency of the primary economic environment in
which it operates (the "functional currency") are recorded at the
rates ruling when the transactions occur. Foreign currency monetary
assets and liabilities are translated at the rates ruling at the
date of the statement of financial position. Exchange differences
arising on the retranslation of unsettled monetary assets and
liabilities are similarly recognised immediately in profit or loss,
except for foreign currency borrowings qualifying as a hedge of a
net investment in a foreign operation.
The exchange rates applied at each reporting date were as
follows:
31 December 2022 - GBP1: US$1.2041, GBP1: Euro1.1313 and GBP1:
MAD12.5824
31 December 2021 - GBP1: US$1.3846 and GBP1: Euro1.1633
Investments in subsidiaries
The Group's investment in its subsidiaries are recorded at
cost.
Plant and equipment
Plant and equipment owned by the Group relates solely to
computer equipment.
Depreciation is provided on equipment so as to write off the
carrying value of items over their expected useful economic lives.
It is applied at the following rates:
Computer equipment - 20% per annum, straight line
Share options and Equity Instruments
Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to
profit or loss over the remaining vesting period. Where equity
instruments are granted to persons other than consultants, the fair
value of goods and services received is charged to profit or loss,
except where it is in respect to costs associated with the issue of
shares, in which case, it is charged to the share capital or share
premium account.
Equity instruments
Share capital represents the amo unt subscribed for shares at
each of the placings.
The reconstruction reserve account represents premiums received
on the share capital of subsidiaries and also includes directly
related share issue costs.
Warrants issuance cost reserve includes any costs relating to
warrants issued for services rendered accounted for in accordance
with IFRS 2 - Equity-settled instruments .
The share-based payments reserve represents equity-settled
shared-based employee remuneration for the fair value of the
options issued.
Retained earnings include all current and prior period results
as disclosed in the Statement of comprehensive income, less
dividends paid to the owners of the Company.
Taxation
The Company and all subsidiaries ('the Group') are registered in
Jersey, Channel Islands and are taxed at the Jersey company
standard rate of 0%. However, the Group's projects are situated in
jurisdictions where taxation may become applicable to local
operations.
The major components of income tax on the profit or loss include
current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items
that are non-assessable or disallowed and is calculated using tax
rates that have been enacted or substantively enacted by the
reporting date.
Tax is charged or credited to the statement of comprehensive
income, except when the tax relates to items credited or charged
directly to equity, in which case the tax is also dealt with in
equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the statement of
financial position differs to its tax base, except for differences
arising on:
-- The initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit;
and
-- Investments in subsidiaries and jointly controlled entities
where the Group is able to control the timing of the reversal of
the difference and it is probable that the differences will not
reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when deferred tax
liabilities/ (assets) are settled/ (recovered). Deferred tax
balances are not discounted.
The Group currently does not hold any deferred tax asset or
liability.
Notes to the financial statements
For the year ended 31 December 2022
1. Segmental analysis
The Group operates in one business segment, the exploration,
appraisal and development of oil and gas assets. The Group has
interests in three geographical segments being Africa (Morocco),
Europe (Ireland) and the Caribbean (Trinidad and Tobago).
The Group's operations are reviewed by the Board (which is
considered to be the Chief Operating Decision Maker ('CODM')) and
split between oil and gas exploration and development and
administration and corporate costs.
Exploration and development are reported to the CODM only on the
basis of those costs incurred directly on projects.
Administration and corporate costs are further reviewed on the
basis of spend across the Group.
Decisions are made about where to allocate cash resources based
on the status of each project and according to the Group's strategy
to develop the projects. Each project, if taken into commercial
development, has the potential to be a separate operating segment.
Operating segments are disclosed below on the basis of the split
between exploration and development and administration and
corporate.
Europe Caribbean Africa Corporate
Year ended 31 December GBP GBP GBP GBP
2022
----------------------------- ---------- ---------- ---------- ------------
Finance income - - - 4,477
Gross loss
Administrative and overhead
expenses (205,580) (67,843) (657,988) (366,294)
Share options and warrant
expense - - - (1,248,084)
Finance expense - - - (17,532)
Loss for the year from
continuing operations (205,580) (67,843) (657,988) (1,627,433)
Total reportable segment - - 5,275,720 -
intangible assets
Total reportable segment
non-current assets - - - 3,448
Total reportable segment
current assets - 659,504 1,634,816 3,015,511
Total reportable segment
assets - 659,504 6,910,536 3,018,959
Total reportable segment
liabilities (10,049) (2,821) (598,002) (642,380)
Corporate
Europe Caribbean Africa GBP
Year ended 31 December GBP GBP GBP (restated)
2021
--------------------------- ---------- ---------- ---------- ------------
Gross Loss
Administrative and
overhead expenses (150,147) (140,997) (266,389) (960,038)
Share options and warrant - - - -
expense
Finance expense - - - -
Loss for the year from
continuing operations (150,147) (140,997) (266,389) (960,038)
Total reportable segment - - 2,687,026 -
intangible assets
Total reportable segment
non-current assets - - - 5,884
Total reportable segment
current assets 4,104 594,589 1,173,242 1,488,358
Total reportable segment
assets 4,104 594,589 3,860,268 1,494,242
Total reportable segment
liabilities (10,141) (8,629) (80,794) (145,455)
2022 2021
Group Group
2. Auditors remuneration GBP GBP
------------------------------- ------- -------
Audit of the accounts of
the Group 61,200 27,500
Review of interim financial
statements 2,500 1,500
63,700 27,500
------------------------------- ------- -------
2022 2021
Group Group
3. Finance income GBP GBP
----------------------- ------ ------
Bank interest received 4,477 -
4,477 -
----------------------- ------ ------
2021
2022 Group
Group GBP
4. Administration expenses GBP (restated)
---------------------------------- ---------- -----------
Administration fees 107,425 84,957
Design, publishing, presentation
and printing fees - 1,036
Audit fee - See note
2 63,700 27,500
Annual return fee 1,350 1,125
Non-executive director
fees 107,342 89,996
Share based payments
- options 1,234,880 194,284
Share based payments
- warrants 13,204 24,366
Insurance 102,947 58,545
Legal and professional
fees 106,890 52,197
AIM listing costs (1) 62,089 -
Listing costs 216,877 303,281
Website costs 3,950 4,117
Directors fees 245,331 229,165
Technical Consultancy
fees 296,653 360,484
Travel expenses 119,090 41,137
Computer/system costs/IT
support 114,429 4,249
Bank charges 34,559 49,262
Depreciation 2,436 2,338
Sundry expenses 2,717 3,817
Foreign exchange (290,080) (14,304)
2,545,789 1,517,552
---------------------------------- ---------- -----------
(1) During the year, the Group attempted to move to AIM and was subsequently aborted.
2022 2021
Group Group
5. Finance expense GBP GBP
------------------------------------- -------- ------
Bank interest paid - 19
Interest on Stock Lending Agreement 14,330 -
(1) - See note 1 5
Directors' loan (2) - See 3,202 -
note 1 5
1 7,532 19
------------------------------------- -------- ------
2021
2022 Group
Group GBP
6. Taxation GBP (restated)
-------------------------------- ---- ---------------- ------ ------------ ------------
Loss on ordinary activities
before tax (2,558,844) (1,517,571)
Loss on ordinary activities at Jersey - -
standard 0% tax (2021: 0%)
Tax charge for the year - -
-------------------------------- ---- ---------------- --------- ------------ ------------
No charge to taxation arises due to the losses incurred.
Predator Gas Ventures Limited is subject to tax in its operating
jurisdiction of Morocco, however, the Company is loss making and
has no taxable profits to date.
No deferred tax asset has been recognised on accumulated tax
losses because of uncertainty over the timing of future taxable
profits against which the losses may be offset.
2021
2022 Group
Group GBP
7. Personnel GBP (restated)
--------------------------------- ------ ---------------- ----- ---------- -----------
Executive and non-executive
directors 522,051 545,853
Share option scheme 1,234,880 194,284
1,756,931 740,137
------ ---------------- ------------------------------------------ ---------- -----------
The average number of personnel (including
directors) during the year was:
Management - (Executive
directors) 2 2
Non-management - (Non-executive
directors) 2 2
4 4
------ ---------------- ------------------------------------------ ---------- -----------
Four Directors at the end of the period have share options
receivable under long term incentive schemes. The highest paid
Director received an amount of GBP236,575 (2021: GBP229,850). The
Group does not have employees. All personnel are engaged as service
providers.
2021
2022 Group
8. Earnings per share Group (restated)
---------------------------- ------------ ------------
Weighted average number
of shares 323,184,523 266,433,024
Loss for the year (2,558,844) (1,517,571)
Earnings per share basic
and diluted (pence) (0.792) (0.570)
------------------------------- ------------ ------------
Dilutive loss per Ordinary Share equals basic loss per Ordinary
Share as, due to the losses incurred in 2021 and 2020, there is no
dilutive effect from the subsisting share options. 16,209,770
shares were issued since 31 December 2022 and therefore the
weighted average number of shares at the date of the financial
statements is 335,420,297.
9. Loss for the financial year
The Group has adopted the exemption in terms of Companies
(Jersey) law 1991 and has not presented its own income statement in
these financial statements.
Project
10. Other intangible assets Guercif
---------------------------------- ----------
Gross carrying amount
Balance at 1 January 2022 2,687,026
Additions 2,588,694
At 31 December 2022 5,275,720
--------------------------------------- ----------
Depreciation and impairment
Balance at 1 January 2022 -
Depreciation -
Balance at 31 December -
2022
---------------------------------- ----------
Carrying amount at 31 December
2021 2,687,026
--------------------------------------- ----------
Carrying amount at 31 December
2022 5,275,720
--------------------------------------- ----------
The total carrying amount of Project Guercif as at 31 December
2022 of GBP5,275,720 (2021: GBP2,687,026) relates to costs incurred
with wells MOU-1 and MOU-2.
MOU-1:
On 7 March 2023, the Company announced an update on the proposed
testing of the MOU-1 well drilled and completed in 2021 in the area
of the Guercif Petroleum Agreement onshore Morocco.
In conformance with the current Moroccan regulatory procedures
for rigless well testing, the Company has expressed in writing to
the Office National des Hydrocarbures et des Mines ("ONHYM") the
intention to test MOU-1.
The Company will begin MOU-1 rigless testing at the very
earliest opportunity once the regulatory process has been fully
complied with.
MOU-2:
On 25 January 2023, the Company announced that MOU-2 well had
been suspended with an option to re-enter after reaching a depth of
1,260 metres Measured Depth.
Wireline logs were acquired from the 95/8" casing point at 677
metres to 1,010 metres Measured Depth. The wireline logging tools
were not able to log deeper than this depth due the presence of
extremely sticky clays in a geological formation overlying the
Moulouya Fan primary objective.
The debris flow potentially forms a highly effective seal on the
underlying Moulouya Fan. The thickness of the Moulouya Fan
reservoir interval is expected to increase between MOU-1 and MOU-2
based on the sand content of the debris-flow penetrated in MOU-2
allowed an extrapolation across to MOU-1 to be made. A re-entry and
deepening of MOU-2 will be fully evaluated once a solution to
optimising the drilling mud programme and mud properties has been
completed.
All costs relating to Project Guercif have been capitalised and
will be depreciated once gas discovery is declared commercial and a
Plan of Development has been approved.
In accordance with IFRS 6, the Directors undertook an assessment
of the following areas and circumstances which could indicate the
existence of impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal
-- No further exploration or evaluation is planned or budgeted
for
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves
-- Sufficient data exists to indicate that the book value may
not be fully recovered from future development and production
Following their assessment, the Directors concluded that no
impairment charge in respect to any licences still held, was
necessary for the year ended 31 December 2022(2021: GBPnil).
11. Property, plant and GBP
equipment
------------------------------ -------
Cost
At 31 December 2021 11,181
Additions -
At 31 December 2022 11,181
----------------------------------- -------
Amortisation
At 31 December 2021 5,297
Charge for the year 2,436
----------------------------------- -------
At 31 December 2022 7,733
----------------------------------- -------
Carrying amount
At 31 December 2021 5,884
At 31 December 2022 3,448
----------------------------------- -------
12. Investment in subsidiaries 2022 2021
Group Group
GBP GBP
------------------------------------- -------- --------
Cost at the beginning of
the year 537,088 537,088
537,088 537,088
------------------------------------- -------- --------
The principal subsidiaries of Predator Oil and Gas Holdings Plc,
all of which are included in these consolidated Annual Financial
Statements, are as follows:
Proportion
Country held by Nature
of registration Class Group of business
Predator Oil and Gas Jersey Ordinary 100% Licence
Ventures Limited options
in offshore
Ireland
Predator Oil and Gas Jersey Ordinary 100% Profit rights
Trinidad Limited for production
revenues
from a CO2
enhanced
oil recovery
project
Predator Gas Ventures Jersey Ordinary 100% Exploration
Limited licence
onshore
Morocco
Mag Mell Energy Ireland Jersey Ordinary 100% Licence
Ltd application
(Formerly Predator LNG to import
Ireland Limited ) liquified
natural
gas
The registered address of all of the Group's companies is at 3rd
Floor, IFC5, Castle Street, St Helier, JE2 3BY, Channel
Islands.
13. Trade and other receivables 2022 2021
Group Group
GBP GBP
-------------------------------------- ----------------- ----------
Current
Loans receivable 659,504 591,066
Security deposit (US$1,500,000) 1,245,795 1,111,111
Prepayments and other debtors 81,371 35,081
1,986,670 1,737,258
-------------------------------------- ----------------- ----------
Loans receivable relates to a loan of GBP659,504 (2021:
GBP591,065) effected to FRAM Exploration Trinidad Limited ('FRAM')
in respect of the CO2 EOR project comprising USD360,096 (2021:
USD360,096) advanced as cash and USD402,120 (2021: USD402,120) and
GBP26,461 (2021: GBP26,461) advanced as equipment. The loans are
denominated in both US Dollars and British Pound Sterling, which
are unsecured, interest free and repayable at the discretion of
Predator Oil & Gas Trinidad Limited provided not less than one
week's notice is given.
On 7 June 2022, the Company provided an update with regards to
the loan receivable from FRAM, whereby due to a Unilateral
termination of the CO2 EOR Project by Challenger Energy Group Plc
("Challenger") without consultation with stakeholders and
regulatory authorities deprived the Company of the mechanism to
recover its Project Costs, the Company will seek redress for breach
of the terms of the WPA.
On 20 December 2022, the Company announced a settlement
agreement with Challenger, for the acquisition of 100% of the share
capital of T-Rex Resources (Trinidad) Limited ("T-Rex"). Part of
the transaction includes the settlement of the total outstanding
loan amounts from FRAM.
A security deposit of USD1,500,000 (2021: USD1,500,000) is held
by Barclays Bank in respect of a guarantee provided to Office
National des Hydrocarbures et des Mines (ONHYM) as a condition of
being granted the Guercif exploration licence. These funds are
refundable on the completion of the Minimum Work Programme set out
in the terms of the Guercif Petroleum Agreement and Association
Contract.
Prepayments are in respect of amounts paid in advance to the
Financial Conduct Authority, media service providers and an
insurance premium.
There are no material differences between the fair value of
trade and other receivables and their carrying value at the year
end.
2022 2021
Group Group
14. Cash and cash equivalents GBP GBP
-------------------------------------- ---------- ----------
Royal Bank of Scotland International
Limited - 1,480,373
Barclays Bank Plc 2,967,535 2,397
Société Générale 355,626 40,265
3,323,161 1,523,035
-------------------------------------- ---------- ----------
2022 2021
Group Group
15. Trade and other payables GBP GBP
----------------------------------- ---------- --------
Current
Trade payables 679,138 219,773
Accruals 61,183 25,246
Directors' loans (1) (2) 512,931 -
1,253,252 245,019
----------------------------------- ---------- --------
(1)
On 17 August 2022, the Company announced the placement of
60,000,000 new ordinary shares of no par value at a placing price
of 5.5 pence per share.
The Company did not have sufficient headroom shares to enable
the issue and admission of all of the 60,000,000 Placing Shares,
therefore it was proposed to issue and admit 45,000,000 new
ordinary shares (up to its existing headroom) (the "New Placing
Shares") and for a director, Paul Griffiths, to transfer by way of
a loan of shares (the "Stock Lending Agreement"), 15,000,000
existing shares held by him in order to settle the Placing in a
timely manner.
The 15,000,000 shares were valued at GBP825,000, being the
market value at the placing price of 5.5 pence per share. Interest
shall accrue on the loan balance at a rate of 6% per annum. Total
interest paid and/or accrued for the year ended 31 December 2022
was GBP14,331 (2021: GBPnil).
Should the total of 15,000,000 of no par value shares not be
returned to Paul Griffiths by the 31 August 2023, the interest rate
will be 12% per annum.
On 15th November 2022 the Company issued 10,000,000 shares to
Paul Griffiths, with the remaining balance of 5,000,000 remaining
outstanding. The total value attributable to the outstanding shares
is GBP275,000.00.
( 2 )
On 24 November 2022, the executive directors of the Company
exercised share options to raise GBP1,256,880 to further develop
the asset portfolio.
However, as the Company was unable to issue sufficient shares to
fund this program without publishing an FCA approved prospectus,
the executive directors Paul Griffiths and Lonny Baumgardner, with
the approval of the independent non-executive Board members and
Novum Securities Limited, to place their 15,710,972 New Ordinary
Shares, resulting from the exercised share options, at a price of
GBP0.08 to raise GBP1,256,877 before expenses of GBP92,981.
A back-to-back loan arrangement between the Directors and the
Company enabled the Company to utilise all of the net proceeds
after expenses (GBP749,276 from the exercise of the options and a
Directors' loan ("Loan") of GBP507,604) from the placing of the
Directors' exercised share options to fund the further maturing of
all of its asset portfolio.
The loan with the executive directors incurs interest at a rate
of 4%. Total interest paid and/or accrued for the year ended 31
December 2022 was GBP3,201 (2021: GBPnil).
The executive directors were also issued with share options on
the 24 November, details of which are shown in note 19.
As at 31 December 2022, the balances with Paul Griffiths and
Lonny Baumgardner were GBP324,945 and GBP187,986 respectively.
16. Financial instruments - risk management
Details of the significant accounting policies in respect of
financial instruments are disclosed on pages 85 to 91.
The Group's financial instruments comprise cash and items
arising directly from its operations such as other receivables,
trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by
reviewing and agreeing policies for managing each financial risk
and monitoring them on a regular basis. No formal policies have
been put in place in order to hedge the Group's activities to the
exposure to currency risk or interest risk; however, the Board will
consider this periodically.
The Group is exposed through its operations to the following
financial risks:
-- Credit risk
-- Market risk (includes cash flow interest rate risk and
foreign currency risk)
-- Liquidity risk
The policy for each of the above risks is described in more
detail below.
The principal financial instruments used by the Group, from
which financial instruments risk arises are as follows:
-- Receivables
-- Cash and cash equivalents
-- Trade and other payables (excluding other taxes and social
security)
-- Loans: payable within one year and payable in more than one
year
The table below sets out the carrying value of all financial
instruments by category and where applicable shows the valuation
level used to determine the fair value at each reporting date. The
fair value of all financial assets and financial liabilities is not
materially different to the book value.
2022 2021
GBP GBP
------------------------------------- ---------- ----------
Cash and trade receivables
Cash and cash equivalents 3,323,161 1,523,035
Trade and other receivables 1,905,299 1,702,177
Other liabilities
Trade and other payables (excluding
short term loans) 1,192,069 219,773
Credit risk
Financial assets, which potentially subject the Group to
concentrations of credit risk, consist principally of cash,
short-term deposits and other receivables. Cash balances are all
held at recognised financial institutions. Other receivables are
presented net of allowances for doubtful receivables. Other
receivables currently form an insignificant part of the Group's
business and therefore the credit risks associated with them are
also insignificant to the Group as a whole.
The Group has a credit risk in respect of inter-company loans to
subsidiaries. The Company is owed GBP9,546,184 by its subsidiaries.
The recoverability of these balances is dependent on the commercial
viability of the exploration activities undertaken by the
respective subsidiary companies. The credit risk of these loans is
managed as the directors constantly monitor and assess the
viability and quality of the respective subsidiary's investments in
intangible oil & gas assets.
Maximum to credit risk
The Group's maximum exposure to credit risk by category of
financial instrument is shown in the table below:
2022 2022 2021 2021
carrying maximum carrying maximum
value exposure value exposure
GBP GBP GBP GBP
--------------------------- ---------- ---------- ---------- ----------
Cash and cash equivalents 3,323,161 5,521,472 1,523,035 4,009,388
Receivables 1,986,670 1,986,670 1,737,257 1,737,257
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing
interest rate risk. Only approved financial institutions with sound
capital bases are used to borrow funds and for the investments of
surplus funds.
The Group seeks to obtain a favourable interest rate on its cash
balances through the use of bank deposits. The Group's bank paid a
total of GBP4,477 (2021: GBPnil) interest on cash balances during
the year. At 31 December 2022, the Group had a cash balance of
GBP3.323 million (2021: GBP1.523 million) which was made up as
follows:
2022 2021
GBP GBP
---------------------- ---------- ----------
Sterling 2,108,558 848,338
United States Dollar 830,810 631,522
Euro 28,168 2,910
Moroccan dirham 355,625 40,265
3,323,161 1,523,035
---------------------- ---------- ----------
As detailed in Note 15, the Group entered into interest bearing
agreements with the Executive Directors. The agreements have fixed
rates of 4% and 6% (2021: %nil).
Foreign currency risk
Foreign exchange risk is inherent in the Group's activities and
is accepted as such. The majority of the Group's expenses are
denominated in Sterling and therefore foreign currency exchange
risk arises where any balance is held, or costs incurred, in
currencies other than Sterling. At 31 December 2022 and 31 December
2021, the currency exposure of the Group was as follows:
Sterling US Dollar Other Total
GBP GBP GBP GBP
----------------------------- ---------- ---------- -------- ----------
at 31 December 2022
Cash and cash equivalents 2,108,558 830,810 383,793 3,323,161
Trade and other receivables 107,831 1,878,839 - 1,986,670
Trade and other payables 803,549 228,339 221,364 1,253,252
at 31 December 2021
Cash and cash equivalents 848,339 631,521 43,175 1,523,035
Trade and other receivables 1,172,653 564,605 - 1,737,258
Trade and other payables 163,447 43,348 38,224 245,019
Liquidity risk
Any borrowing facilities are negotiated with approved financial
institutions at acceptable interest rates. All assets and
liabilities are at fixed and floating interest rate. The Group
seeks to manage its financial risk to ensure that sufficient
liquidity is available to meet the foreseeable needs both in the
short and long term. See also references to Going Concern
disclosures in the Strategic Report.
Capital
The objective of the directors is to maximise shareholder
returns and minimise risks by keeping a reasonable balance between
debt and equity. At 31 December 2022 the Group's only debt balance
relates to the balance due to Directors of GBP512,931 (2021:
GBPnil) as per note 15.
17. Share capital Number Nominal
of shares value
------------------------------- ------------ -----------
Issued and fully paid
Opening Balance 292,946,267 11,425,061
31 March 2022
Share issue 11,500,000 1,035,000
1 2 July 2022
Warrants exercise - See note
20 4,149,210 143,253
23 August 2022
Share issue (i) 45,000,000 3,300,000
2 9 September 2022
Share options exercised - See
note 20 1,001,370 28,038
12 October 2022
Share options exercised - See
note 20 1,001,370 28,038
15 November 2022
Share issue (ii) 10,000,000 -
21 November 2022
Share options exercised - See
note 20 1,800,000 99,000
23 November 2022
Share options exercised - See
note 20 650,000 32,500
24 November 2022
Share options exercised - See
note 20 15,710,972 749,275
383,759,189 16,840,165
------------------------------- ------------ -----------
(i)
On the share placing dated 23 August 2022 for a total of
60,000,000 shares of no par value, only 45,000,000 were shares
considered to be issued, the other 15,000,000 were lent by Paul
Griffiths, a Director of the Company.
(ii)
The share placing dated 15 November 2022 for a total of
10,000,000 of shares of no par value, for no consideration, relates
to the partial return to Paul Griffiths of 15,000,000 shares lent
to the Company. The outstanding number of shares of no par value
due to Paul Griffiths as at 31 December 2022 is 5,000,000.
18. Other reserves
2022 2021
Group Group
Warrants issuance cost reserve No of warrants GBP GBP
----------------------------------- ---------------- ---------- ----------
Balance brought forward 10,123,678 (376,820) (208,887)
Issue of warrants 5,389,768 (436,452) (170,961)
Exercised warrants at fair
value (5,949,214) 187,127 3,028
Cancelled and/or expired warrants - 42,320 -
(i)
Balance carried forward 9,564,232 (583,825) (376,820)
------------------------------------ ---------------- ---------- ----------
(i) The movement in reserve of GBP42,320 (2021: GBPnil), relates
to warrants that expired in 2021 but were recognised in reserves
during this year. The total warrants of 2,083,333 that expired in
2021 related to Arato Global Opportunities LLP and had an expiry
date of 15 February 2021.
2021
2022 Group
Group GBP
Share based payments reserve No of share GBP (restated)
options Note 26
-------------------------------- ------------- ---------- -----------
Balance brought forward 13,158,226 611,173 458,840
Issue of share options 45,566,458 436,452 170,961
Extension of warrants exercise
date - 13,204 24,366
Accelerated share-based
payment charge -(note 26) - - (118,527)
Fair value movement of share
options - 1,234,880 75,533
Share options exercised (18,363,712) (728,618) -
Warrants exercised - (187,127) -
Balance carried forward 40,360,972 1,379,964 611,173
--------------------------------- ------------- ---------- -----------
19. Share based payments
2021
2022 Group
Group GBP
-------------------------------------- ---------- -----------
Warrant and share option GBP (restated)
expense
-------------------------------------- ---------- -----------
Warrant and share option expense:
- in respect of remuneration
contracts 1,234,880 194,284
- in respect of expired remuneration
contracts - Accelerated charges - (237,278)
- in respect of expiry date
extension 13,204 24,366
1,248,084 (18,628)
-------------------------------------- ---------- -----------
Share Options
The Group operates a share option plan for directors. Details of
share options granted and exercised during the year on a Director
basis are noted below:
Paul Griffiths
Share options issued during the year:
On 9 November 2022, the Company issued 7,500,000 share options
at an exercise price of 10.00p. The share options are exercisable
by 8 November 2029.
Following the share options loan on 23 November 2022, the
Company issued 7,855,486 share options at an exercise price of
8.00p. The share options are exercisable by 22 November 2029.
Share options exercised during the year:
On 24 November 2022, exercised the following share options:
-- Share options agreement dated 24 May 2018 - 4,005,486 were exercised at 2.80p each
-- Share options agreement dated 27 October 2020 - 3,850,000 were exercised at 5.00p each
Share options held as at year end:
-- Share options agreement dated 9 November 2022 - 7,500,000
share options at an exercise price of 10.00p. The share options are
exercisable by 8 November 2029.
-- Share options agreement dated 23 November 2022 - 7,855,486
share options at an exercise price of 8.00p. The share options are
exercisable by 22 November 2029.
Lonny Baumgardner
Share options issued during the year:
On 31 January 2022, the Company issued 7,855,486 share options
at an exercise price of 5.66p. The share options are exercisable by
30 January 2029.
On 9 November 2022, the Company issued 7,500,000 share options
at an exercise price of 10.00p. The share options are exercisable
by 8 November 2029.
Following the share options loan on 23 November 2022, the
Company issued 7,855,486 share options at an exercise price of
8.00p. The share options are exercisable by 22 November 2029.
Share options exercised during the year:
On 24 November 2022, exercised the following share options:
-- Share options agreement dated 31 January 2022 - 7,855,486 were exercised at 5.66p each
Share options held at year end:
-- Share options agreement dated 9 November 2022 - 7,500,000
share options at an exercise price of 10.00p. The share options are
exercisable by 8 November 2029.
-- Share options agreement dated 23 November 2022 - 7,855,486
share options at an exercise price of 8.00p. The share options are
exercisable by 22 November 2029.
Alistair Jury
Share options issued during the year:
On 5 July 2022, the Company issued 2,000,000 share options at an
exercise price of 8.13p. The share options are exercisable by 31
January 2023.
Share options held at year end:
-- Share options agreement dated 5 July 2022 - 2,000,000 share
options at an exercise price of 8.13p. The share options are
exercisable by 4 July 2029.
Carl Kindinger
Share options issued during the year:
On 9 November 2022, the Company issued 2,000,000 share options
at an exercise price of 7.75p. The share options are exercisable by
31 May 2023.
Share options held at year end:
-- Share options agreement dated 9 November 2022 - 2,000,000
share options at an exercise price of 7.75p. The share options are
exercisable by 8 November 2029.
Tom Evans
Share options issued during the year:
On 5 July 2022, the Company issued 2,000,000 share options at an
exercise price of 8.13p. The share options are exercisable by 31
January 2023.
Share options held at year end:
-- Share options agreement dated 5 July 2022 - 2,000,000 share
options at an exercise price of 8.13p. The share options are
exercisable by 4 July 2029.
Sarah Cope
Share options exercised during the year:
On 7 October 2022, exercised the following share options:
-- Share options agreement dated 24 May 2018 - 1,001,370 were exercised at 2.80p each
Share options held at year end:
-- There are no share options held by Sarah Cope.
Dr Steve Staley
Share options exercised during the year:
On 5 July 2022, exercised the following share options:
-- Share options agreement dated 24 May 2018 - 1,001,370 were exercised at 2.80p each
Share options held at year end:
-- Share options agreement dated 27 October 2020 - 1,650,000
share options at an exercise price of 5.00p. The share options are
exercisable by 26 October 2027.
Louis Castro
Share options exercised during the year:
On 18 November 2022, exercised the following share options:
-- Share options agreement dated 27 October 2020 - 650,000 out
of 1,650,000 were exercised at 5.00p each
Share options issued during the year:
-- On 31 January 2022, the Company issued 1,000,000 share
options at an exercise price of 5.66p. The share options are
exercisable by 30 January 2029.
Share options held at year end:
-- Share options agreement dated 27 October 2020 - 1,000,000
share options at an exercise price of 5.00p. The share options are
exercisable by 26 October 2027.
-- Share options agreement dated 31 January 2022 - 1,000,000
share options at an exercise price of 5.66p. The share options
expired on 30 January 2029.
The Black Scholes model has been used to fair value the options,
the inputs into the model were as follows:
Grant date January July
2022 2022
------------------------- ----------- -----------
Share price GBP0.0630 GBP0.9250
Exercise price GBP0.05 GBP0.081
6 6 0
Term 10 months 6 months
Expected volatility 298% 211%
Expected dividend yield 0% 0%
Risk free rate 3.51% 3.34%
Fair value per option GBP0.0528 GBP0.0409
Total fair value of the GBP466,858 GBP213,922
options
---------------------------- ----------- -----------
23 November 9 November 9 November
Grant date (continued) 2022 2022 2022
------------------------- ------------- ----------- -----------
Share price GBP0.1200 GBP0.0825 GBP0.0825
Exercise price GBP0.08 GBP0.100 GBP0.07
0 0 75
Term 6 months 6 months 6 months
Expected volatility 204% 204% 204%
Expected dividend yield 0% 0% 0%
Risk free rate 3.10% 3.25% 3.25%
Fair value per option GBP0.0689 GBP0.0401 GBP0.0451
Total fair value of the GBP1,081,855 GBP601,175 GBP90,119
options
-------------------------- ------------- ----------- -----------
The total share option reserve expense in respect of 2022 is
GBP1,234,880 (2021 (restated): GBP194,284).
Warrants
During the year, the Company has granted the below warrants to
Novum Securities Limited ("Novum"):
-- On 1 April 2022, 690,000 warrants were issued exercisable at
9p, which were based on 6% of the total share placing of 11,500,000
shares. The Warrants have an expiry date of 31 March 2025;
-- On 16 August 2022, 3,600,000 warrants were issued exercisable
at 5.5p, which were based on 6% of the total share placing of
60,00,000 shares. The Warrants have an expiry date of 31 August
2025. On 15 November 2022, 1,800,000 warrants were exercised for
total proceeds of GBP99,000;
-- On 23 November 2022, 1,099,768 warrants were issued
exercisable at 8p, which were based on 7% of the total share
placing of 15,710,972. The Warrants have an expiry date of 30
November 2025;
The total warrant agreements for the aforesaid 5,389,768
warrants issued during the year ended 31 December 2022 do not
contain vesting conditions and therefore the full share based
payment charge, being the fair value of the warrants using the
Black-Scholes model, has been recorded immediately.
As at the year ended 31 December 2022, the total number of
warrants in issue at are:
1. On 24 May 2018 2,321,428 warrants were issued exercisable at
2.8p with an initial expiry date of 24 May 2021, with an option to
extend the expiry date. As at 31 December 2022, 1,892,694 warrants
have been exercised, 338,284 warrants have lapsed, with the
outstanding exercisable warrants total being 160,714, which had
their expiry date extended by one further year to 24 May 2023.
2. On 15 February 2019 4,083,333 warrants were issued
exercisable at 12p with an initial expiry date of 15 February 2021,
with an option to extend the expiry date by one year. Of the total,
2,083,333 warrants were issued to Arato Global Opportunities LLP
and expired on 15 February 2021 as the option to extend was not
actioned. The exercise date on the remaining 2,000,000 warrants
issued to Novum Securities Ltd was further extended by one year to
15 February 2023 and as at 31 December 2022 remain outstanding.
3. On 17 February 2020 4,450,000 warrants were issued
exercisable at 4p with an initial expiry date of 27 February 2023.
Of the total, 1,875,000 warrants were issued to Optiva Securities
Limited and the remaining 2,575,000 warrants were issued to Novum
Securities Limited. As at 31 December 2022, 2,256,250 warrants have
been exercised, with the outstanding exercisable warrants being
2,193,750.
4. On 12 March 2021 1,020,000 warrants were issued to Novum
Securities Limited exercisable at 10.5p with an initial expiry date
of 12 March 2024, which was extended by a further year to 12 March
2025. As at 31 December 2022, no warrants have been exercised, with
the outstanding exercisable warrants being 1,020,000.
5. On 18 June 2021 600,000 warrants were issued to Novum
Securities Limited exercisable at 15p with an initial expiry date
of 18 June 2024, which was extended by a further year to 18 June
2025, which was approved by the Directors. As at 31 December 2022,
no warrants have been exercised, with the outstanding exercisable
warrants being 600,000.
6. On 28 March 2022 690,000 warrants were issued to Novum
Securities Limited exercisable at 9.0p with an initial expiry date
of 28 March 2025. As at 31 December 2022, no warrants have been
exercised, with the outstanding exercisable warrants being
690,000.
7. On 23 August 2022 3,600,000 warrants were issued to Novum
Securities Limited exercisable at 5.5p with an initial expiry date
of 23 August 2025. As at 31 December 2022, 1,800,000 warrants have
been exercised, with the outstanding exercisable warrants being
1,800,000.
8. On 23 November 2022 1,099,768 warrants were issued to Novum
Securities Limited exercisable at 8.0p with an initial expiry date
of 23 November 2025. As at 31 December 2022, no warrants have been
exercised, with the outstanding exercisable warrants being
1,099,768.
The valuation of these warrants involves making a number of
estimates relating to price volatility, future dividend yields and
continuous growth rates.
The Black Scholes model has been used to fair value the
warrants, the inputs into the model were as follows:
1 April 23 August 23 November
Grant date 2022 2022 2022
------------------------- ---------- ----------- ------------
Share price GBP0.110 GBP0.06 GBP0.12
0 38 0 0
Exercise price GBP0.090 GBP0.055 GBP0.08
0 0 0 0
Term 3 years 3 years 3 years
Expected volatility 80% 80% 80%
Expected dividend yield 0% 0% 0%
Risk free rate 1.38% 2.52% 3.10%
Fair value per warrants GBP0.109 GBP0.064 GBP0.120
Total fair value of the GBP74,911 GBP229,576 GBP131,964
warrants
-------------------------- ========== =========== ============
The weighted average exercise price of the warrants at the year
end is GBP0.0814 (2021: GBP0.0664). The weighted average life of
the warrants at the year end is 1.4349 years (2021: 1.1249
years).
In addition to the total warrants fair value movement of
GBP436,452, a further GBP13,204 (2021: GBP24,366) was recognised in
the total fair value movement for the year, reflecting the impact
of the warrants extension detailed above.
20. Reserves
Details of the nature and purpose of each reserve within owners'
equity are provided below:
-- Share capital represents the nominal value each of the shares
in issue.
-- Share Based Payments Reserve are included in the Consolidated
Statement of Changes in Equity and in the Consolidated Statement of
Financial Position and represent the accumulated balance of share
benefit charges recognised in respect of share options and warrants
granted by the Company, less transfers to retained losses in
respect of options exercised or lapsed.
-- Warrants Issuance Cost Reserve are included in the
Consolidated Statement of Changes in Equity and in the Consolidated
Statement of Financial Position and represent the accumulated
balance of charges recognised in respect of warrants granted by the
Company less transfers to retained losses in respect of options
exercised or lapsed.
-- The Retained Deficit Reserve represents the cumulative net
gains and losses recognised in the Group's statement of
comprehensive income.
-- The Reconstruction Reserve arose through the acquisition of
Predator Oil & Gas Ventures Limited. This entity was under
common control and therefore merger accounting was adopted.
21. Related party transactions
Directors and key management emoluments are disclosed note 7 and
19 and in the Directors' remuneration report on pages 68 to 73.
In addition to the Directors and key management emoluments, the
executive Directors had various transactions that are disclosed in
note 15.
During the year, the Company incurred costs of EUR52,500
(GBP46,091) relating to capitalised operations and logistic costs
in Morocco, of which EUR10,500 (GBP9,281) remains outstanding at
the year end. These costs are payable to Earthware Energy Inc a
company owned by/related to Karima Absa, the wife of Lonny
Baumgardner.
As at year end, the balance owed to Directors for their services
are as follows:
-- Paul Griffiths - GBP38,008
-- Lonny Baumgardner - GBP28,420
-- Alistair Jury - GBP2,000
-- Carl Kindinger - GBP1,183
22. Contingent liabilities and capital commitments
The Group current minimum exploration commitment relating to
Guercif is USD3,458,000. Further information can be found on page
26.
23. Litigation
As at 31 December 2022, the Group is not currently involved in
any litigation.
However, the Company initiated litigation process with
Challenger Energy Group Plc ("Challenger") as per announcement on 7
June 2022. The process was resolved by 20 December 2022, when the
Company announced that it had entered into a binding head of terms
for the conditional sale of T-Rex Resources (Trinidad) Limited.
24. Events after the reporting date
25 January 2023
The Company announced an update on the drilling of the MOU-2
well in the Guercif Petroleum Agreement onshore Morocco.
The MOU-2 well had been suspended with an option to re-enter
after reaching a depth of 1,260 metres Measured Depth.
Below the logged interval down to 1,010 metres Measured Depth a
gross interval of 165 metres was penetrated with up to 100 metres
of variable quality sand.
The Moulouya Fan target had not been reached yet in MOU-2 as a
consequence of the requirement to re-evaluate the drilling
programme through the unexpected geological formation encountered
in the well.
The mud programme and its compatibility with the previously not
seen sand-rich geological formation represented by the debris-flow
will require re-evaluation to achieve a more cost effective rate of
penetration.
6 March 2023
The Company announced that it had received an exercise notice
from Optiva Securities Limited ("Optiva") in respect of 2,035,714
warrants issued to it pursuant to warrant agreements with the
Company:
1,875,000 of the warrants were exercisable at 4 pence per share
whilst the balance of 160,714 warrants were exercisable at GBP0.028
per share.
The Company therefore allotted and issued to Optiva the total of
2,035,714 new ordinary shares (the "New Shares") following receipt
of the aggregate GBP79,500.
7 March 2023
The Company announced an update on the proposed testing of the
MOU-1 well drilled and completed in 2021 in the area of the Guercif
Petroleum Agreement onshore Morocco.
In conformance with the current Moroccan regulatory procedures
for rigless well testing, the Company had expressed in writing to
the Office National des Hydrocarbures et des Mines ("ONHYM") the
intention to test MOU-1.
8 March 2023
The Company announced an update that, further to entry into a
binding term sheet with Challenger Energy Group PLC and relevant
subsidiary entities ("CEG") as announced on 19 December 2022 ("the
Transaction"), the Company had now completed all confirmatory due
diligence and the Company and CEG have subsequently entered into
fully termed long-form legal documentation.
17 March 2023
The Company announced that it had conditionally placed
15,500,000 new ordinary shares of no par value in the Company and
20,863,636 existing ordinary shares of no par value in the Company
transferred by a director of the Company, Paul Griffiths, (the
"Placing Shares") at a placing price of GBP0.055 each (the "Placing
Price") to raise GBP2,000,000 (before expenses) (the
"Placing").
The Company will not have sufficient headroom to enable issue
and admission of all of the 36,363,636 Placing Shares which are
required to be issued pursuant to the Placing without producing of
an FCA approved prospectus.
The Company is therefore proposing to issue and admit 15,500,000
new ordinary shares (up to its existing headroom limit existing at
31 March 2023) on 3 April 2023.
On the same date, it is also intended for a director of the
Company, Paul Griffiths, to make up the shortfall by way of a loan
of 20,863,636 existing ordinary shares (the "Loan Shares") held by
him in order to settle the Placing in a timely manner. For the
avoidance of doubt, the transfer of the shares subject to Novum
from Paul Griffiths involves no consideration being paid. The
transfer of these shares is expected to be made on 3 April 2023
.
28 March 2023
The Company released an update to the fund raising announced on
17 March 2023, whereby on that date the Company announced that it
had conditionally placed 15,500,000 new ordinary shares of no par
value in the Company ("New Shares") and 20,863,636 existing
ordinary shares of no par value in the Company ("Loan Shares")
transferred by a director of the Company, Paul Griffiths, at a
placing price of 5.5 pence each (the "Placing Price") to raise
GBP2,000,000 (before expenses) (the "Placing") for completion on 3
April 2023.
The Company now confirms that the number of New Shares issued
will be 14,174,056 whilst the number of Loan Shares to be
transferred by Paul Griffiths will be 22,189,580.
The Loan Shares were valued at GBP1,220,427 and accrue interest
at a rate of 4% (four percent) above SONIA, with the default rate
being 12%.
The total funds raised by the Placing remains at GBP2,000,000,
which is conditional on the New Shares being admitted to listing on
the Official List (standard listing segment) and to trading on the
London Stock Exchange's main market for listed securities
("Admission") on or around 3 April 2023 (or such later date as may
be agreed by the Company and Novum).
29 March 2023
The Company announced the issue of share options to Moyra Scott
a Drilling Manager in Morocco as well as her appointment as a
director of the Group's subsidiary company Predator Gas Ventures
Ltd.
The total share options granted to Moyra were 3,000,000 options
exercisable at 10.0 pence per share and will vest after 6 months or
upon the release of a Company RNS with the MOU-3 wireline log
results - whichever occurs first.
3 April 2023
The Company announced admission of 14,174,056 new ordinary
shares of no par value in the Company ("New Shares").
The Company raised a total of GBP2,000,000 (before
expenses).
4 April 2023
The Company announced that Predator Gas Ventures Morocco Branch
("PGVMB") has awarded the contract for the construction of the
MOU-3 well pad platform and the improvement of access roads to
Moroccan company Skayavers Sarl.
Completion of permitting and survey requirements are expected to
be finalised shortly. Civil works are due to start on or before 10
April 2023 to facilitate the commencement of drilling activities
prior to the end of May.
PGVMB confirmed that it has managed to source and order for
delivery the most critical outstanding long lead items in what is a
very competitive and challenging international market at present
due to supply chain deficiencies.
An update on the MOU-1 testing programme will be provided in due
course and it is expected to be executed in April. It will be
scheduled around the MOU-3 pre-drill planning, which is the current
priority in order to enable MOU-3 to commence drilling at the
earliest opportunity.
The materials and logistical requirements for a potential
re-entry of the suspended well MOU-2 are being evaluated, but it is
not expected that any such operation would be executed before the
completion of drilling p
25. Ultimate controlling party
In the opinion of the Directors there is no ultimate controlling
party as no one individual is deemed to satisfy this
definition.
26. Prior year adjustment
An error in relation to share based payments in the 2021
financial statements has been identified and corrected, and put
through the financial statements as a prior year adjustment. The
2021 comparatives have been restated for the correction of this
errors, details of which are given below.
The prior year adjustment only impacts the December 2021 figures
and therefore no third statement of financial position is required
to be disclosed. The changes have resulted in changes in both the
Statement of Comprehensive Income for 2021 and the Statement of
Financial Position. However, the prior year adjustments have not
had any impact on the overall accumulated loss stated for the Group
for 2022 or the total net assets of the Group for 2022.
In 2021, share options previous granted to a previous director
were cancelled. In accordance with IFRS 2, the remaining charge of
GBP118,751 should have been accelerated and expenses to the
Statement of Comprehensive Income as a share-based payment. This
resulted in an increased operating loss of GBP118,751.
Subsequently, the total fair value of the share options of
GBP237,278, as included in the share-based payment reserve should
have been recycled to retained deficit.
Reconciliation :
GBP
Operating loss previously reported (1,398,821)
Accelerated share-based payment
charge 118,751
------------------------------------ ------------
Operating loss as restated (1,517,571)
------------------------------------ ------------
GBP
Share-based payment reserve
previously reported 729,700
Accelerated share-based payment
charge 118,751
Cancelled share options (237,278)
------------------------------------ ------------
Operating loss as restated 611,173
------------------------------------ ------------
GBP
Retained deficit previously
reported (8,456,078)
Accelerated share-based payment
charge (118,751)
Cancelled share options 237,278
------------------------------------ ------------
Operating loss as restated (8,337,551)
------------------------------------ ------------
Corporate information
Directors Paul Stanard Griffiths (Executive Director -
Chairman)
Lonny Baumgardner (Managing Director)
Louis Castro (resigned 31 May 2022)
George Staley (resigned 8 March 2022)
Alistair Jury (appointed 12 May 2022)
Thomas Evans (appointed 12 May 2022 resigned 24 October
2022)
Carl Kindinger (appointed 24 October 2022)
Company Secretary Oak Secretaries (Jersey) Limited
3rd Floor, IFC5
Castle Street
St. Helier
Jersey JE2 3BY
Registered Office 3rd Floor, IFC5
Castle Street
St. Helier
Jersey JE2 3BY
Telephone+44 (0) 1534 834 600
Joint Broker and Placing Agent Novum Securities Limited
Lansdowne House
57 Berkeley Square
London W1J 6ER
Joint Broker and Placing Agent Optiva Securities Limited
118 Piccadilly
London W1J 7NW
Auditors PKF Littlejohn LLP
15 Westferry Circus Canary Wharf
London E14 4HD
Legal advisers to the Group as to English law
Charles Russell Speechlys LLP
5 Fleet Place
London EC4M 7RD
Legal advisers to the Group as to Jersey law
Pinel Advocates
One Library Place St. Helier
Jersey JE2 3NY
Competent Person SLR Consulting (Ireland) Ltd
7 Dundrum Business Park
Windy Arbour
Dublin 14, D14 N2Y7
Republic of Ireland
Registrar Computershare Investor Services (Jersey) Limited
Queensway House
13 Castle Street
St. Helier
Jersey JE1 1ES
Financial PR Flagstaff Strategic and Investor Communications
1 King Street
London EC2V 8AU
Principal Bankers Barclays Bank Plc 13 Library Place
St. Helier Jersey JE4 8NE
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Predator Oil & Gas (LSE:PRD)
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From Jan 2024 to Jan 2025
