TIDMCLON
RNS Number : 0036C
Clontarf Energy PLC
08 June 2023
8(th) June 2023
Clontarf Energy plc
("Clontarf" or "the Company")
Preliminary Results for the Year Ended 31 December 2022
Clontarf Energy, the oil and gas exploration company focused on
Ghana, Bolivia and Australia today announces its preliminary
results for the year ending 31 December 2022.
The Company expects to shortly publish its 2022 Annual Report
& Accounts and a further update will be made in this regard as
and when appropriate.
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014 .
For further information please visit http://clontarfenergy.com
or contact:
Clontarf Energy
David Horgan, Chairman
Jim Finn, Director +353 (0) 1 833 2833
Nominated & Financial Adviser
Strand Hanson Limited
Rory Murphy
Ritchie Balmer +44 (0) 20 7409 3494
Broker
Novum Securities Limited
Colin Rowbury +44 (0) 207 399 9400
Public Relations
BlytheRay
Megan Ray +44 (0) 207 138 3206
Teneo
Luke Hogg
Alan Tyrrell +353 (0) 1 661 4055
Chairman's Statement
The principal activities for Clontarf Energy plc ("Clontarf" or
the "Company") during this period were driving ahead its lithium
business in South America, by identifying and announcing the
NEXT-ChemX Bolivian joint venture with NEXT-ChemX Corporation
("NEXT-ChemX"). It is expected that the joint venture will
demonstrate the technical, commercial and environmental feasibility
of NEXT-ChemX's ion-Targeting Direct lithium Extraction ("iTDE")
technology in Bolivia.
This process included further sampling in priority salt-lakes,
as well as working with regulatory bodies and other licence-holders
to collect representative samples. The first phase of sample
analysis is confirming past laboratory testing of synthetic brines.
This process includes fine-tuning the process so as to facilitate
large-scale pilot plant testing, which should follow successful
laboratory test-work.
Ongoing discussions with Bolivia's State Lithium Company, which
is tasked with leading Bolivia's entry to international markets
under the 2017 Lithium Law, have been a priority.
The Company has also agreed, with the relevant title-holders, to
test priority brines from privately-held salt-lakes in Argentina
and Chile. These are also included in the NEXT-ChemX joint venture
on Direct Lithium Extraction ("DLE").
For many years Clontarf has promoted Bolivia's brine potential,
especially for Lithium. Until recently, markets were sceptical
about demand projections, as well as the need for higher purities
and minimising problematic residuals. Now these needs are widely
understood, with high demand growth forecast by US, EU and British
authorities. Rising quality requirements have also boosted prices,
increasing the sector's profitability.
But at the very time when demand is surging, there has been
subdued investment in development and especially exploration. There
has been opposition to expanding European mines, especially, often
most vigorously from those simultaneously clamouring for a "Green
transition". Even high levels of recycling cannot fuel a rapidly
expanding market. A further complication is that recycling
recoveries are often low, due to how such minerals are combined, in
small percentages, in complex products like batteries.
Such rising demand for most resources, especially critical
metals and minerals, cannot be supplied from existing sources, by
traditional methods. Output and quality need to be increased
simultaneously, while minimising use of water, space, ore and other
materials - and all with a limited environmental footprint.
The Directors believe the only way these lithium demand needs
can be served at scale is through DLE. Traditional evaporation
ponds allied with chemical precipitation work too slowly and
imperfectly - often with recoveries of only 40% to 60%. But so far
there is no commercial DLE working worldwide.
In April 2023, a senior Bolivian government official asked how
could we be so confident when there is currently no operating,
commercial DLE facility in South America?
We answered that setting objectives gives substance to the
vision. By naming DLE we make it possible. After that, it's about
resources and perseverance - as long as the processes doesn't defy
the laws of chemistry or physics. There is also scope for
serendipity - a mouldy growth spotted by Fleming's inquiring eye
opening the door to antibiotics.
For years we have worked in industrial minerals, investigating
emerging technologies in Germany, the USA and Asia. Some techniques
achieved reasonable output, but at low recoveries. Some delivered
good output, but with deleterious contaminants and inadequate
grade. A few deliver acceptable purities, but not commercially.
The mining industry is conservative, lacking imagination,
fearing the alien and disruptive. It has necessarily focused on
burning lithium-rich hard rock ores, mainly in Western Australia
and southern Africa. However, few ores have the grade and
minerology necessary to produce adequate lithium salt volumes in
such ways. Burning rocks for days at 800 deg C, usually in
coal-fired Chinese furnaces, is too dirty to be credibly clean
enough for the "Green transition" of electric vehicles (EVs) or
grid storage. EV buyers now account for 80% of lithium demand, and
it is only a matter of time until they become more
discriminating.
Traditional miners tend to resist alternative thinking, merely
extending what worked before. But incremental innovation cannot
satisfy anticipated demand growth. The extractive industry must
provide a "fair trade" lithium, which is low emission and low water
use, but also able to deliver sustainable volumes for many years,
and whose economic benefits are fairly shared with local
people.
Breakthroughs require innovative thinking, which rarely unfolds
in an orderly, predictable, or easily managed way. You must imagine
solutions that are not yet there. One answer is to find a
successful process working in different applications, in other
jurisdictions.
Innovation occurs elsewhere and is applied in new ways: working
with our joint venture partners, NEXT-ChemX, we identified
techniques that had previously purified fluids of radioactive
elements through a technique mimicking the human kidney. This
avoids the need for high water, or power usage, facilitating a
continuous process, rather than batch process.
This cutting-edge extraction technology concentrates desired
ions (e.g. Li+) by drawing them out of a solution (such as a brine)
across a special purpose membrane using a technology iTDE, which
can work in low concentrations.
Such inventions are the tangible realising of a vision . Even
creators may not initially see the whole potential, or disruption
as invention destroys the cherished and understood past . That's
why incumbents are so reluctant to disrupt, because innovation is
emerging, and non-linear creative destruction.
It has been harder to get investors excited about oil & gas
exploration. For juniors to boom we really need a positive stock
market, and ideally a strong farm-out market.
Over recent months we have transferred funds to our Australian
10% Working Interest , on which the partners drilled the Sasanof-1
well in May/June 2022. While this well did not flow commercial
hydrocarbons, it showed that 1,000m offshore wells can again be
funded. Clontarf's liquidity and international contacts helped
attract funding above the share price. That punter optimism slowed
with the non-commercial well and moderating of the Asian LNG price
to circa $11 per million BTU. The strong recovery in Asian demand,
as China emerged from a series of lock-downs, and the desire to
displace coal, promised future demand growth. A possible concern is
the Australian Federal Government policy review on fossil fuel
exports (which may import EPA approvals for new projects) - though
the WA State authorities remain supportive.
The ongoing war in Ukraine, and sabotage of the Nordsteam
pipelines (with a combined capacity of 110bcm - vs the pre-war
Russian gas exports to Europe of 155bcm) now make Liquified Natural
Gas ("LNG") critical for the European gas market.
As well as this Clontarf has restored contacts with the Ghanaian
authorities to update the acreage to be explored and resuscitate
the ratification of its signed Petroleum Agreement on Tano 2A
Block. Slowness in ratification of signed contracts had constrained
the development of Ghana's oil and gas industry. The current
Ghanaian government has indicated its determination to recover
momentum, working with the IMF to overcome Covid-19 and legacy
liabilities. Ghanaian fiscal terms remain competitive, while West
African infrastructure steadily improves.
To expedite the long-delayed ratification of our acreage, the
authorities have floated the proposal for alternative acreage, in
the neighbouring region. While some of the acreage has interesting
plays that would attract interest in a better market, it does not
compare with the original Tano 2A acreage - or indeed, neighbouring
acreage bordering discoveries since 2008. We are keen to work out a
mutually attractive solution that will enable ratification and
bringing in of larger partners to explore this acreage, and
hopefully develop any discovery.
We remain in contact on Chad (where we signed a Memorandum of
Understanding in 2020) and other prospective African countries. So
far, the main hurdle has been the requested fiscal terms - which
reflect the hot market of 2003 through 2014, rather than current
investor hostility to petroleum and the retrenchment of some
western majors who would otherwise be our go-to partners for such
frontier exploration.
However, the petroleum industry is cyclical, and the extreme
under-investment in the sector since 2010 is now creating shortages
as demand recovers, especially in Asia. Demand for oil, gas and
even coal are now at or near historic records, while investment is
mostly limited to developments of existing Blocks in mature basins.
That will change.
Financial markets and farm-out interest in petroleum had been
depressed since the oil price war starting in 2014 and continuing
periodically until 2022. This had constrained our options for early
seismic or wells in Ghana or Chad. But recent price volatility
shows that major new investment is required to service global
demand. Clontarf plans to participate in the coming boom.
Anticipated lithium salts' demand cannot be served without
developing DLE technology, including on several Bolivian
salt-lakes. We are now involved in a sample testing process, and
additionally expect that the Bolivian Lithium Law will be updated
to confirm the legal basis for Joint Ventures with the
authorities.
In oil and gas, the tightening hydrocarbons' supply-demand
balance promises a revival of exploration and the farm-out
market.
The resurgence of interest in African exploration and
development may lead to additional proposals in the coming
months.
In summary, Clontarf has progressed its interests in Bolivia,
Australia, and Africa, maintaining cordial communications with the
relevant authorities, and has continued to operate efficiently on
minimal expenditure.
Funding
Clontarf has successfully fundraised two times since May 2022.
With the greatest interest among Australian and Asian investors.
Subject to technical verification of its exploration projects, and
permitting, Clontarf is confident of adequate funding, whether in
London or Australia, for near to medium term ongoing
activities.
David Horgan
Chairman
7(th) June 2023
CLONTARF ENERGY PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2022
2022 2021
GBP GBP
Administrative expenses (671,352) (401,427)
Impairment of exploration and evaluation assets (4,095,294) (62,074)
--------------- ----------
Loss from operations (4,766,646) (463,501)
--------------- ----------
Loss before tax (4,766,646) (463,501)
Income tax - -
Total comprehensive income (4,766,646) (463,501)
=============== ==========
Earnings per share attributable to the ordinary equity holders of the parent
2022 2021
Pence Pence
Loss per share - basic and diluted (0.26) (0.06)
=============== ==========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER
2022
2022 2021
GBP GBP
Assets
Non-current assets
Intangible assets 868,043 868,043
------------- -------------
868,043 868,043
------------- -------------
Current assets
Other receivables - 1,934
Cash and cash equivalents 931,902 344,253
------------- -------------
931,902 346,187
------------- -------------
Total assets 1,799,945 1,214,230
------------- -------------
Liabilities
Current liabilities
Trade and other liabilities (3,026,514) (1,485,848)
------------- -------------
Total liabilities (3,026,514) (1,485,848)
------------- -------------
Net liabilities (1,226,569) (271,618)
============= =============
Equity
Share capital 5,927,065 2,177,065
Share premium reserve 10,985,758 10,985,758
Share based payment reserve 247,838 186,143
Retained deficit (18,387,230) (13,620,584)
------------- -------------
Total equity (1,226,569) (271,618)
============= =============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Share
Share Based
Share Premium Payment Retained Total
Capital Reserve Reserve Deficit Equity
GBP GBP GBP GBP GBP
At 1 January 2021 1,792,450 10,900,373 103,879 (13,157,083) (360,381)
Issue of share capital 384,615 115,385 - - 500,000
Share issue expenses - (30,000) (30,000)
Share based payment charge - - 82,264 - 82,264
Total comprehensive loss for the year - - - (463,501) (463,501)
--------- ---------- -------- ------------ -----------
At 31 December 2021 2,177,065 10,985,758 186,143 (13,620,584) (271,618)
Issue of share capital 3,750,000 - - - 3,750,000
Share based payment charge - - 61,695 - 61,695
Total comprehensive loss for the year - - - (4,766,646) (4,766,646)
--------- ---------- -------- ------------ -----------
At 31 December 2022 5,927,065 10,985,758 247,838 (18,387,230) (1,226,569)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2022
2022 2021
GBP GBP
Cash flows from operating activities
Loss for the year (4,766,646) (463,501)
Adjustments for
Share based payment charge 61,695 82,264
Foreign exchange loss 3,442 1,516
Impairment of exploration and evaluation assets 4,095,294 62,074
------------ ----------
(606,215) (317,647)
Movements in working capital:
Decrease/(Increase) in other receivables 1,934 (148)
Increase in trade and other payables 1,540,666 119,141
------------ ----------
Net cash used in operating activities 936,385 (198,654)
------------ ----------
Cash flows from investing activities
Additions to exploration and evaluation assets (4,095,294) (15,000)
------------ ----------
Net cash used in investing activities (4,095,294) (15,000)
------------ ----------
Cash flows from financing activities
Issue of Ordinary Shares 3,750,000 500,000
Share issue expenses - (30,000)
------------ ----------
Net cash generated from financing activities 3,750,000 470,000
------------ ----------
Net cash increase in cash and cash equivalents 591,091 256,346
Cash and cash equivalents at the beginning of year 344,253 89,423
Exchange loss on cash and cash equivalents (3,442) (1,516)
------------ ----------
Cash and cash equivalents at the end of the year 931,902 344,253
============ ==========
Notes:
1. ACCOUNTING POLICIES
There were no changes in accounting policies from those used to
prepare the Group's Annual Report for financial year ended 31
December 2022. The financial statements have been prepared in
accordance with the Companies Act 2006.
2. LOSS PER SHARE
Basic loss per share is computed by dividing the loss after
taxation for the year attributable to ordinary shareholders by the
weighted average number of Ordinary Shares in issue and ranking for
dividend during the year. Diluted earnings per share is computed by
dividing the profit or loss after taxation for the year by the
weighted average number of Ordinary Shares in issue, adjusted for
the effect of all dilutive potential Ordinary Shares that were
outstanding during the year.
2022 2021
GBP GBP
Numerator
For basic and diluted EPS Loss after taxation (4,766,646) (463,501)
====================== ==================
Denominator No. No.
For basic and diluted EPS 1,856,031,596 817,717,558
====================== ==================
Basic EPS (0.26p) (0.09p)
Diluted EPS (0.26p) (0.09p)
====================== ==================
The following potential Ordinary Shares are anti-dilutive and are therefore excluded from
the weighted average number of shares for the purposes of the diluted earnings per share:
No. No.
Share options 40,500,000 40,500,000
====================== ==================
3. GOING CONCERN
The Group incurred a loss for the year of GBP4,766,646 (2021:
GBP463,501) and had net current liabilities of GBP2,094,612 (2021:
GBP1,139,661) at the balance sheet date. These conditions, as well
as those noted below, represent a material uncertainty that may
cast doubt on the Group's ability to continue as a going
concern.
Included in current liabilities is an amount of GBP1,525,565
(2021: GBP1,420,565) owed to Directors in respect of Directors'
remuneration due at the balance sheet date. The Directors have
confirmed that they will not seek settlement of these amounts in
cash until after end of 2024.
The Group had a cash balance of GBP931,902 (2021: GBP344,253) at
the balance sheet date. The Directors have prepared cashflow
projections for a period of at least 12 months from the date of
approval of the financial statements which indicate that the group
may require additional finance to fund working capital requirements
and develop existing projects. As the Group is not revenue or cash
generating it relies on raising capital from the public market. On
16 January 2023 the Group raised GBP1,300,000 on a placing and a
further GBP350,000 was raised on 1 June 2023, further information
is detailed in Note 6 of these accounts.
As in previous years the Directors have given careful
consideration to the appropriateness of the going concern basis in
the preparation of the financial statements and believe the going
concern basis is appropriate for these financial statements. The
financial statements do not include the adjustments that would
result if the Group and Company were unable to continue as a going
concern.
4. INTANGIBLE ASSETS
Group Group
2022 2021
GBP GBP
Cost
At 1 January 8,640,329 8,625,329
Additions 4,095,294 15,000
----------- ----------
At 31 December 12,735,623 8,640,329
----------- ----------
Impairment
At 1 January 7,772,286 7,710,212
Impairment 4,095,294 62,074
----------- ----------
At 31 December 11,867,580 7,772,286
----------- ----------
Carrying Value:
At 1 January 868,043 915,117
=========== ==========
At 31 December 868,043 868,043
=========== ==========
Segmental analysis
Group Group
2022 2021
GBP GBP
Bolivia - -
Ghana 868,043 868,043
----------- ----------
868,043 868,043
=========== ==========
Exploration and evaluation assets relate to expenditure incurred
in prospecting and exploration for lithium, oil and gas in Bolivia
and Ghana. The Directors are aware that by its nature there is an
inherent uncertainty in exploration and evaluation assets and
therefore inherent uncertainty in relation to the carrying value of
capitalised exploration and evaluation assets.
On 9 May 2022 the Company acquired a 10 per cent. interest in
the high-impact multi-TCF (Trillion Cubic Feet) Sasanof exploration
prospect (located mainly within Exploration Permit WA-519-P )
through the acquisition of a 10 per cent. interest in Western Gas,
which wholly owns the prospect.
The Acquisition consideration comprised of a cash consideration
of US$4,000,000, and 100,000,000 ordinary shares of 0.25p each in
the Company. In the event of a discovery being declared at the
Sasanof-1 Well, further consideration would have been payable.
On 6 June 2022 the Company announced that no commercial
hydrocarbons were intersected and the Sasanof-1 Well would be
plugged and permanently abandoned. De-mobilisation activities
commenced. Accordingly, the total costs of GBP4,095,294 incurred on
the Sasanof-1 Well were written off in full in the current
year.
During 2018 the Group resolved the outstanding issues with the
Ghana National Petroleum Company (GNPC) regarding a contract for
the development of the Tano 2A Block. The Group has signed a
Petroleum Agreement in relation to the block and this agreement
awaits ratification by the Ghanian government.
The Company is in negotiations with the Vice-Ministry of
Electrical Technologies and the State Lithium Company in Bolivia on
exploration and development of salt-lakes in accordance with law.
Samples have been analysed and process work is underway.
The Directors believe that there were no facts or circumstances
indicating that the carrying value of the remaining intangible
assets may exceed their recoverable amount and thus no impairment
review was deemed necessary by the Directors. The realisation of
these intangibles assets is dependent on the successful discovery
and development of economic deposit resources and the ability of
the Group to raise sufficient finance to develop the projects. It
is subject to a number of potential significant risks, as set out
below:
-- licence obligations;
-- exchange rate risks;
-- uncertainties over development and operational costs;
-- political and legal risks, including arrangements with
governments for licences, profit sharing and taxation;
-- foreign investment risks including increases in taxes,
royalties and renegotiation of contracts;
-- title to assets;
-- financial risk management;
-- going concern; and
-- ability to raise finance.
Included in the additions for the year are GBPNil (2021:
GBP15,000) of Directors' remuneration. The remaining balance
pertains to the amounts capitalised to the respective projects held
by the entity.
5. TRADE AND OTHER PAYABLES
Group Group
2022 2021
GBP GBP
Trade payables 56,575 48,783
Creditor - Western Gas 553,133 -
Other accruals 16,500 16,500
Other payables 1,525,565 1,420,565
Cash received in advance for share placing 870,022 -
Related parties 4,719 -
3,026,514 1,485,848
========== ==========
It is the Company's normal practice to agree terms of
transactions, including payment terms, with suppliers and provided
suppliers perform in accordance with the agreed terms, payment is
made accordingly. In the absence of agreed terms it is the
Company's policy that the majority of payments are made between 30
to 40 days. The carrying amount of trade and other payables
approximates to their fair value.
Other payables relate to amounts due to Directors' remuneration
of GBP1,525,565 (2021: GBP1,420,565) accrued but not paid at year
end.
Creditor - Western Gas relate to cash calls due for costs
incurred on the Sasanof-1 Well accrued but not paid at period
end.
6. SHARE CAPITAL
Deferred Shares - nominal value of 0.24p (2021: Nil)
Number Share Capital Share Premium
GBP GBP
At 1 January 2022 - - -
Transfer from ordinary shares 2,370,826,117 5,689,982 -
----------------- -------------- --------------
At 31 December 2022 2,370,826,117 5,689,982 -
================= ============== ==============
Ordinary Shares - nominal value of 0.01p (2021: 0.25p)
Allotted, called-up and fully paid:
Number Share Capital Share Premium
GBP GBP
At 1 January 2021 716,979,964 1,792,450 10,900,373
Issued during the year 153,846,153 384,615 115,385
Share issue expenses - (30,000)
----------------- -------------- --------------
At 31 December 2021 870,826,117 2,177,065 10,985,758
Issued during the year 1,500,000,000 3,750,000 -
----------------- -------------- --------------
2,370,826,117 5,927,065 10,985,758
Transfer to deferred shares (5,689,982) -
----------------- -------------- --------------
At 31 December 2022 2,370,826,117 237,083 10,985,758
================= ============== ==============
Movements in issued share capital
On 6 May 2021 the Company raised GBP500,000 via a placing of
153,846,153 ordinary shares at a price of 0.325p per share.
Proceeds raised were used to provide additional working capital and
fund development costs.
On 27 April 2022 the Company raised GBP3,500,000 via a placing
of 1,400,000,000 ordinary shares at a price of 0.25p per share.
Proceeds raised were used to finance the drilling of the Sasanof-1
Well in Western Australia.
On 9 May 2022, as part of the acquisition of a 10% interest in
the Sasanof-1 Well, the Company issued 100,000,000 shares at a
price of 0.25p per share to Western Gas Australia
On 4 August 2022 the 2,370,826,117 issued ordinary shares were
subdivided via ordinary resolution into 2,370,826,117 ordinary
shares of 0.01p each and 2,370,826,117 deferred shares of 0.24p
each.
Share Options
A total of 40,500,000 share options were in issue at 31 December
2022 (2021: 40,500,000). These options are exercisable, at prices
ranging between 0.70p and 0.725p, up to seven years from the date
of granting of the options unless otherwise determined by the
Board. Further information relating to Share Options is outlined in
Note 7.
7. SHARE BASED PAYMENTS
The Group issues equity-settled share-based payments to certain
Directors and individuals who have performed services for the
Group. Equity-settled share-based payments are measured at fair
value at the date of grant. Shares granted to individuals and
Directors will vest 3 years from the period that the awards
relates.
Fair value is measured by the use of a Black-Scholes model.
The Group plan provides for a grant price equal to the average
quoted market price of the ordinary shares on the date of
grant.
Share Options
31 December 2022 31 December 2021
Options Weighted Options Weighted
average average
exercise exercise
price in price in
pence pence
Outstanding
at
beginning
of year 40,500,000 0.7 40,500,000 0.7
Issued - - - -
Expired - - - -
------------------------------- ----------------------------- ------------------------------- -----------------------------
Outstanding
at end of
year 40,500,000 0.7 40,500,000 0.7
=============================== ============================= =============================== =============================
Exercisable
at end of
year 40,500,000 0.7 30,500,000 0.7
=============================== ============================= =============================== =============================
During 2019 40,500,000 options were granted with a fair value of
GBP246,788. These fair values were calculated using the
Black-Scholes valuation model. These options will vest over a 3
year period and will be capitalised or expensed on a straight line
basis over the vesting period.
The inputs into the Black-Scholes valuation model were as
follows:
Grant 2 October 2019
Weighted average share price at date of grant (in pence)
0.7p
Weighted average exercise price (in pence)
0.7p
Expected volatility
116.23%
Expected life
7 years
Risk free rate
1.3%
Expected dividends
none
Expected volatility was determined by management based on their
cumulative experience of the movement in share prices. The terms of
the options granted do not contain any market conditions within the
meaning of IFRS 2
The Group capitalised expenses of GBPNil (2021: GBPNil) and
expensed costs of GBP61,695 (2021: GBP82,264) relating to
equity-settled share-based payment transactions during the
year.
Warrants
31 December 2022 31 December 2021
Warrants Weighted Warrants Weighted
average average
exercise exercise
price in price in
pence pence
Outstanding - - - -
at beginning
of year
Issued 435,683,300 0.25 - -
Expired - - - -
-------------------------------- ----------------------------- ----------------------------- -----------------------------
Outstanding
at end of
year 435,683,300 0.25 - -
================================ ============================= ============================= =============================
On 12 January 2022 the Company issued 435,683,300 warrants over
ordinary shares to the Directors who have accrued salary not paid
to them since 2010. The accrued liability as at 31 December 2021
for the three longest serving Directors (Dr Teeling, Mr Horgan and
Mr Finn) was GBP1,340,564. The Board remains cognisant of the need
to conserve cash resources in the current environment and therefore
these three Directors have agreed to continue deferring payment of
this amount, in cash, until the end of 2024.
In consideration for this past and continued deferral, these
Directors have been issued 3.25 warrants over ordinary shares per
each 1p of accrued salary due until 31 December 2021. The Warrants
are exercisable at 0.25p at any time until 11 January 2025 and have
been allocated as follows:
Accrued salary (GBP) Warrants exercisable at conversion price of 0.25p per
share
David Horgan GBP569,037 184,937,025
John Teeling (resigned 1 July 2022) GBP395,704 128,603,800
James Finn GBP375,823 122,142,475
Accordingly, in aggregate, 435,683,300 Warrants have been issued
to the above Directors. Any exercise of the Warrants is restricted
to the extent that, if by exercising, the Warrant holders in
aggregate hold greater than 29.9 per cent. of the total voting
rights of the Company.
For the avoidance of doubt, the deferred salaries, unless
otherwise settled, will remain payable in cash after the end of
2024.
8. OTHER RESERVES
Share Based Payment Reserve
GBP
Balance at 1 January 2021 103,879
Vested during the year 82,264
----------------------------
Balance at 31 December 2021 186,143
Vested during the year 61,695
----------------------------
Balance at 31 December 2022 247,838
============================
Share Based Payment Reserve
The share based payment reserve arises on the grant of share
options under the share option plan as detailed in Note 7.
9. RETAINED DEFICIT
2022 2021
GBP GBP
Opening Balance (13,620,584) (13,157,083)
Loss for the year (4,776,646) (463,501)
------------- -------------
Closing Balance (18,387,230) (13,620,584)
============= =============
Retained Deficit
Retained deficit comprises of losses incurred in the current and
prior years.
10. POST BALANCE SHEET EVENTS
On 16 January 2023 the Company has raised GBP1,300,000 (before
expenses) via the placing of, and subscription for, 2 billion new
ordinary shares 0.01p each in the Company, via several Australian
based brokers, at a price of 0.065p per Placing Share .
The net proceeds of the Placing will be used to advance
Clontarf's lithium projects in Bolivia, and petroleum projects in
Ghana, Australia, and elsewhere.
On 17 January 2023 following long-term, incentive share options
the Company granted over, in aggregate, 160,000,000 ordinary shares
of 0.01p each in the Company. The Options vest immediately, have an
exercise price of 0.0725p and an expiry date of 16 January 2030.
The exercise price represents a premium of c. 4% to the closing
price on 16 January 2023, being the last trading day before the
award of the Options.
The Options have been awarded as follows:
Number of Share Options granted
David Horgan, Chairman 60,000,000
Peter O'Toole, Independent Non-Executive
Director 40,000,000
James Finn, Financial Director and Company
Secretary 40,000,000
Dipti Mehta, Financial Controller 20,000,000
On 15 February 2023 the Company announced a heads of agreement
around the potential formation of a 50:50 Joint Venture with US
based, OTC Markets traded, technology company, NEXT-ChemX
Corporation ("NCX") covering testing, marketing, and deploying of
NCX's proprietary (patent pending) DLE technology in Bolivia.
Further on 5 May 2023 the Company announced that all conditions
precedent have now been satisfied with respect to the JV with
Next-ChemX. In this regard the Company has paid NCX US$500,000 and
has issued 385 million new Ordinary shares in the capital of
Clontarf of which half will be subject to a 12 month lock-in.
On 1 June 2023 the Company announced it had raised GBP350,000
(before expenses) via the placing of, and subscription for,
437,500,000 new ordinary shares of 0.01p each in the capital of the
Company at a price of 0.08p per Placing Share.
The net proceeds of the Placing will be used to advance
Clontarf's lithium projects in Bolivia, and neighbouring countries,
as well as on petroleum projects in Ghana, Australia, and
elsewhere.
There are no other post balance sheet events apart from those
noted above.
11. ANNUAL GENERAL MEETING
The Company's Annual General Meeting will be held on Thursday
13(th) July 2023 at 11.00am at Canal Court Hotel, Merchants Quay,
Newry, BT35 8HF, United Kingdom. Further information, including the
Notice of Annual General Meeting, will be provided shortly.
12. GENERAL INFORMATION
The financial information set out above does not constitute the
Company's audited financial statements for the year ended 31
December 2022 or the year ended 31 December 2021. The financial
information for 2021 is derived from the financial statements for
2021 which have been delivered to Companies House. The auditors had
reported on the 2021 statements; their report was unqualified and
did not contain a statement under section 498(2) or 498(3) of the
Companies Act 2006. The financial statements for 2022 will be
delivered to Companies House.
A copy of the Company's Annual Report and Accounts for 2022 will
be mailed shortly only to those shareholders who have elected to
receive it. Otherwise, shareholders will be notified that the
Annual Report will be available on the website
www.clontarfenergy.com . Copies of the Annual Report will also be
available for collection from the Company's registered office,
Suite 1, 7(th) Floor, 50 Broadway, London, SW1H 0BL.
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END
FR UPUQAQUPWGAM
(END) Dow Jones Newswires
June 08, 2023 02:00 ET (06:00 GMT)
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