The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
('MAR'). Upon the publication of this announcement via Regulatory
Information Service ('RIS'), this inside information is now
considered to be in the public domain.
Curzon Energy
Plc
("Curzon" or the
"Company")
Unaudited Half-Year Results
for the Six Months Ended 30 June 2024
30 September 2024
Curzon Energy plc (LON:CZN) the
London Stock Exchange listed oil and gas development company,
announces its unaudited interim results for the six months to 30
June 2024.
CHAIRMAN'S STATEMENT
I am pleased to present the
interim report for the Company covering its results for the six
months ended 30 June 2024.
Financial review
The Company incurred a loss of
US$510,956 in the period, the majority of which comprised
expenditures associated with maintaining the listing in London and
costs in support of the Company Voluntary Arrangement (CVA) which
was completed following the reporting date.
Net cash of US$717 as at 30 June
2024 (US$738 as at 31 December 2023). Basic loss per share of
US$ 0.005 (period ended 30 June 2023: US$ 0.004).
Given the nature of the business
and its development strategy, it is unlikely that the Board will
recommend a dividend in the immediate future.
Post Reporting Date Developments &
Outlook
As announced on 19 August 2024 and
again on 5 September 2024, after the period, the Company proposed
and ultimately entered into a Company Voluntary Arrangement ("CVA")
following a vote by shareholders and creditors. The purpose
of the CVA was to restructure the business to eliminate existing
liabilities of approximately £3.3m, which had largely been
associated with potential reverse takeover transactions the Company
had historically considered. The CVA allowed for a full
restructuring of these obligations and following its approval on 5
September 2024, leaves the Company effectively completely debt free
and provides a solid foundation upon which to move the business
forward.
Also after the period, on 19
September 2024, John McGoldrick resigned as Non-Executive Chairman
and Scott Kaintz resigned as an Executive Director. Simultaneously,
Paul Forrest joined the board as an Executive Director, Richard
Glass joined the board as the Non-Executive Chairman and Scott
Kaintz was appointed as a Non-Executive Director.
The Board extends its gratitude to
Mr. McGoldrick for his perseverance in navigating Curzon Energy
through a challenging phase and setting a strong foundation for
future growth. The recent board changes represent early steps in
shaping the Company's next chapter, and we look forward to sharing
more updates on our strategic direction and growth plans in due
course.
Per the General Meeting on 05
September 2024, the intention is to rename the Company to Corpus
Resources Plc. The Company will continue to focus on the natural
resources space, specifically, the oil and gas sector, although,
mining projects will also be considered. Furthermore, the aim is
for the Company to widen its focus from the USA to other
geographies including, but not limited to, Malaysia, Namibia and
Eastern Europe.
Several exciting projects and
assets have been identified, including one opportunity with an
existing gas production asset and another with proven oil
production and a valid Competent Persons Report.
The Company has also identified an
advisory team with technical capabilities, willing to work
predominantly for equity. Therefore, it is envisaged that the
Company will continue to add to its existing board, and will build
a management team and an advisory team which hold a breadth of
geological, engineering, production, planning, logistical and
financial experience and skills.
On behalf of the Board, I would
like to take this opportunity to thank our consultants and advisers
for their professional and hard work, as well as our shareholders
for their continued support.
We look forward to updating
shareholders on our progress in due course.
Richard Glass
Chairman and Non-Executive Director
For further information please contact:
Curzon Energy
Plc
Paul Forrest / Richard Glass
development@curzonenergy.com
www.curzonenergy.com
Peterhouse Capital Limited (Corporate Broker) +44 (0)20 75690930
Consolidated statement of comprehensive
income
for the six months ended 30 June 2024
|
Notes
|
Six months ended
30 June 2024
Unaudited
US$
|
Six months ended
30 June 2023
Unaudited
US$
|
Year ended
31 December 2023
Audited
US$
|
|
|
|
|
|
Administrative expenses
|
6
|
(402,051)
|
(272,656)
|
(571,548)
|
|
|
|
|
|
Loss from operations
|
|
(402,051)
|
(272,656)
|
(571,548)
|
Finance expense
|
|
(108,048)
|
(95,571)
|
(163,705)
|
Provision for reclamation
obligation
|
|
-
|
-
|
-
|
Foreign exchange
differences
|
|
(857)
|
508
|
-
|
|
|
|
|
|
Loss before taxation
|
|
(510,956)
|
(367,719)
|
(735,253)
|
Income tax expense
|
|
-
|
-
|
-
|
|
|
|
|
|
Loss for the period attributable to equity holders of the
parent company
|
|
(510,956)
|
(367,719)
|
(735,253)
|
|
|
|
|
|
Other comprehensive income/(expense)
|
|
|
|
|
Gain/(loss) on translation of
parent net assets and results from functional currency into
presentation currency
|
|
87,143
|
(121,382)
|
(181,339)
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
(423,813)
|
(489,101)
|
(916,592)
|
|
|
|
|
|
(Loss) per share
|
|
|
|
|
Basic and diluted, US$
|
4
|
(0.005)
|
(0.004)
|
(0.007)
|
|
|
|
|
| |
Consolidated statements of financial
position
|
Notes
|
At 30 June 2024
Unaudited
US$
|
At 30 June 2023
Unaudited
US$
|
At 31
December 2023
Audited
US$
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Prepayments and other
receivables
|
|
35,572
|
30,094
|
28,769
|
Cash and cash
equivalents
|
|
717
|
6,927
|
738
|
Total current assets
|
|
36,289
|
37,021
|
29,507
|
Total assets
|
|
36,289
|
37,021
|
29,507
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
|
1,777,087
|
1,177,818
|
1,419,494
|
Borrowings
|
7
|
2,595,710
|
2,344,407
|
2,522,708
|
Total current liabilities
|
|
4,372,797
|
3,522,225
|
3,942,202
|
|
|
|
|
|
Total liabilities
|
|
4,372,797
|
3,522,225
|
3,942,202
|
|
|
|
|
|
Capital and reserves attributable to
shareholders
|
|
|
|
|
Share capital
|
5
|
1,105,547
|
1,105,547
|
1,105,547
|
Share premium
|
|
3,619,332
|
3,619,332
|
3,619,332
|
Share-based payments
reserve
|
|
474,792
|
474,792
|
474,792
|
Warrants reserve
|
|
375,198
|
375,198
|
375,198
|
Merger reserve
|
|
31,212,041
|
31,212,041
|
31,212,041
|
Foreign currency translation
reserve
|
|
(7,450)
|
(34,636)
|
(94,593)
|
Accumulated losses
|
|
(41,115,968)
|
(40,237,478)
|
(40,605,012)
|
Total capital and reserves
|
|
(4,336,508)
|
(3,485,204)
|
(3,912,695)
|
Total equity and liabilities
|
|
36,289
|
37,021
|
29,507
|
Consolidated statement of cash flows
|
Notes
|
Six months ended
30 June 2024
Unaudited
US$
|
Six months ended
30 June 2023
Unaudited
US$
|
Year ended
31 December 2023
Audited
US$
|
Cash
flow from operating activities
|
|
|
|
|
Loss before taxation
|
|
(510,956)
|
(367,719)
|
(735,253)
|
Adjustments for:
|
|
|
|
|
Finance expense
|
|
108,048
|
95,571
|
196,448
|
Foreign exchange
movements
|
|
59,364
|
4,628
|
(20,009)
|
Operating cashflows before working capital
changes
|
|
(343,544)
|
(267,520)
|
(558,814)
|
Changes in working capital:
|
|
|
|
|
(Increase)/decrease in
receivable
|
|
(7,071)
|
1,094
|
437,923
|
Increase in payables
|
|
367,384
|
216,315
|
2,661
|
Net
cash provided by / (used in) operating activities
|
|
16,769
|
(50,110)
|
(118,230)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Net amounts (repaid) / received in
borrowings
|
|
(16,785)
|
36,308
|
98,508
|
Net
cash flow from financing activities
|
|
(16,785)
|
36,308
|
98,508
|
Net
decrease in cash and cash equivalents in the
period
|
|
(16)
|
(13,802)
|
(19,722)
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the
period
|
|
738
|
20,421
|
20,421
|
Restricted cash held on
deposits
|
|
-
|
125,000
|
-
|
Total cash and cash equivalents at the beginning of the
period, including restricted cash
|
|
738
|
145,421
|
20,421
|
|
|
|
|
|
Effect of the translation of cash
balances into presentation currency
|
|
(5)
|
308
|
39
|
Cash
and cash equivalents at the end of the period
|
|
717
|
6,927
|
738
|
Restricted cash held on
deposits
|
|
-
|
125,000
|
-
|
Total cash and cash equivalents at the end of the period,
including restricted cash
|
|
717
|
131,927
|
738
|
NOTES TO THE CONSOLIDATED FINANCIAL
INFORMATION
1. General information and
basis of preparation
The Company was incorporated and
registered in England and a public limited company. The Company's
registered number is 09976843 and its registered office is at
Salisbury House, London Wall, EC2M 5PS. On
4 October 2017, the Company's shares were admitted to the Official
List (by way of Standard Listing) and to trading on the London
Stock Exchange's Main Market.
With effect from admission, the
Company has been subject to the Listing Rules and the Disclosure
Guidance and Transparency Rules (and the resulting jurisdiction of
the UK Listing Authority) to the extent such rules apply to
companies with a Standard Listing pursuant to Chapter 14 of the
Listing Rules.
The principal activity of the
Company is that of a holding company for its subsidiaries, as well
as performing all administrative, corporate finance, strategic and
governance functions of the Group. The Company's investments
comprise of subsidiaries operating in the natural gas
sector.
The Company has the following
subsidiary undertakings:
Name
|
Country of incorporation
|
Issued capital
|
Proportion held by Group at reporting date
|
Activity
|
Coos Bay Energy, LLC
|
USA
|
Membership interests
|
100%
|
Holding company
|
Westport Energy Acquisitions,
Inc.
|
USA
|
Shares
|
100%
|
Holding company
|
Westport Energy, LLC
|
USA
|
Membership interests
|
100%
|
Oil and gas exploration
|
More information on the individual
group companies and timing of their acquisition is presented in the
Company's audited consolidated financial information and notes
thereto for the year ended 31 December 2023.
2. Accounting policies
The Group Financial statements are
presented in US Dollars.
Basis of preparation
The financial statements have been
prepared in accordance with International Financial Reporting
Standards and IFRIC interpretations as endorsed by the EU ("IFRS")
and the requirements of the Companies Act applicable to companies
reporting under IFRS.
The preparation of the Group
financial statements in conformity with IFRS requires the use of
certain critical accounting estimates. It also requires the
Directors to exercise their judgment in the process of applying the
Group's accounting policies. The Group's accounting policies as
well as the areas involving a higher degree of judgment and
complexity, or areas where assumptions and estimates are
significant to the Group financial statements are disclosed in the
audited annual report for the year ended 31 December 2023 and are
available on the Group's website.
In the opinion of the management,
the interim unaudited consolidated financial information includes
all adjustments considered necessary for fair and consistent
presentation of this financial information. The interim unaudited
consolidated financial information should be read in conjunction
with the Company's audited financial statements and notes for the
year ended 31 December 2023.
Going concern
The Group Financial Statements
have been prepared on a going concern basis, which assumes that the
Group will continue to be able to meet its liabilities as they fall
due for the foreseeable future.
The Board has considered
this in
light of the
Company's recent recapitalization and debt restructuring efforts,
which took the form of a Company Voluntary Arrangement (CVA).
The terms of the CVA, approved at meetings of the creditors and
shareholders on 5 September 2024, are that all amounts owed will be settled via a mix of
cash and convertible loan notes. A placing of £340,000 has
been arranged by the Company's broker, Peterhouse Capital Limited,
and following the CVA vote and general meeting, the funds have been
released to satisfy the CVA and to the Company to fund its future
operations.
The Directors note that,
notwithstanding the debt reduction and capitalization enabled by
the CVA and placing referenced above, the Group will need
additional funding to continue operations for the foreseeable
future, however the cost basis of the Company post CVA and prior to
any transaction is expected to remain low. The Directors are
confident however that the Group will be able to raise, as
required, sufficient cash to enable it to continue its operations,
post passage of the CVA, and to continue to meet, as and when they
fall due, its liabilities for at least the next 12 months from the
date of approval of the Group Financial Statements. The Group
Financial Statements have, therefore, been prepared
on the going concern basis.
However, as there can be no
certainty that over access to future funding by
the Company following the passage of the CVA, there exists a
material uncertainty as to the Group's ability to continue as a
going concern.
Basis of consolidation
The consolidated financial
statements of the Group incorporate the financial statements of the
Company and entities controlled by the Company, its subsidiaries.
More information on the individual group companies, details and
timing of their acquisition is presented in the Company's audited
consolidated financial information and notes thereto for the year
ended 31 December 2023.
At the time of its acquisition by
the Company, Coos Bay Energy, LLC consisted of Coos Bay Energy, LLC
and its wholly owned US Group. It is the Directors' opinion that
the Company at the date of acquisition of Coos Bay Energy, LLC did
not meet the definition of a business as defined by IFRS 3 and
therefore the acquisition is outside on the IFRS 3 scope. Where a
party to an acquisition fails to satisfy the definition of a
business, as defined by IFRS 3, management have decided to adopt a
"merger accounting" method of consolidation as the most relevant
method to be used.
The Group consistently applies it
to all similar transactions in the following way:
- the acquired assets and
liabilities are recorded at their existing carrying values rather
than at fair value;
- no goodwill is
recorded;
- all intra-group transactions,
balances and unrealised gains and losses on transactions are
eliminated from the beginning of the first comparative period or
inception, whichever is earlier;
- comparative periods are restated
from the beginning of the earliest comparative period presented
based on the assumption that the companies have always been
together;
- all the pre-acquisition
accumulated losses of the legal acquire are assumed by the Group as
if the companies have always been together;
- all the share capital and
membership capital contributions of all the companies included into
the legal acquiree sub-group less the Company's cost of investment
into these companies are included into the merger reserve;
and
- the Company's called up share
capital is restated at the preceding reporting date to reflect the
value of the new shares that would have been issued to acquire the
merged company had the merger taken place at the first day of the
comparative period. Where new shares have been issued during the
current period that increased net assets (other than as
consideration for the merger), these are recorded from their actual
date of issue and are not included in the comparative statement of
financial position.
The results and cash flows of all
the combining entities were brought into the financial statements
of the combined entity from the beginning of the financial year in
which the combination occurred, adjusted so as to achieve
uniformity of accounting policies. The comparative information was
restated by including the total comprehensive income for all the
combining entities for the previous reporting period and their
statement of financial position for the previous reporting date,
adjusted as necessary to achieve uniformity of accounting
policies.
At 30 June 2024, 30 June 2023 and
31 December 2023, the group results include the results of Curzon
Energy Plc, Coos Bay Energy, LLC, Westport Energy Acquisitions,
Inc. and Westport Energy, LLC.
3. Segmental analysis
In the opinion of the directors,
the Group is primarily organised into a single operating segment.
This is consistent with the Group's internal reporting to the chief
operating decision maker. Separate segmental disclosures have
therefore not been included.
4. Loss per share
The basic loss per share is
derived by dividing the loss for the year attributable to ordinary
shareholders of the Company by the weighted average number of
shares in issue. Diluted loss per share is derived by
dividing the loss for the year attributable to ordinary
shareholders of the Company by the weighted average number of
shares in issue plus the weighted average number of ordinary shares
that would be issued on conversion of all dilutive potential
ordinary shares into ordinary shares.
The following reflects the loss
and share data used in the basic and diluted loss per share
computations:
|
For six months
ended
30 June 2024
Unaudited
|
For six months
ended
30 June 2023
Unaudited
|
For year
ended
31 December 2023
Audited
|
|
|
|
|
Loss after tax (US$)
|
(510,956)
|
(367,719)
|
(735,253)
|
Weighted average number of ordinary
shares of £0.0001 in issue
|
99,639,565
|
99,639,565
|
99,639,565
|
Loss per share - basic and fully
diluted (US$)
|
(0.005)
|
(0.004)
|
(0.007)
|
At 30 June 2024, 31 December 2023
and 30 June 2023 there were no potentially dilutive instruments in
issue that could potentially dilute basic
EPS in the future.
5. Share capital
Issued equity share capital
|
At 30 June 2024
Unaudited
|
At 30
June 2023
Unaudited
|
At 31
December 2023
Audited
|
|
Number
|
US$
|
Number
|
US$
|
Number
|
US$
|
Issued and fully paid
|
|
|
|
|
|
|
Existing Ordinary Shares of £0.01
each
|
-
|
-
|
-
|
-
|
-
|
-
|
After
subdivision*:
|
|
|
|
|
|
|
New Ordinary shares of £0.0001
each
|
99,639,565
|
13,124
|
99,639,565
|
13,124
|
99,639,565
|
13,124
|
Deferred Shares of £0.0099
each
|
83,032,972
|
1,092,423
|
83,032,972
|
1,092,423
|
83,032,972
|
1,092,423
|
Total Share Capital, US$
|
|
1,105,547
|
|
1,105,547
|
|
1,105,547
|
*On 6 May 2020, the Company's
shareholders approved the subdivision and re-designation of the
83,032,972 Existing Ordinary Shares ("Existing Ordinary Shares")
of £0.01 each in the capital of the Company into (i)
83,032,972 New Ordinary Shares ("New Ordinary Shares")
of £0.0001 each and (ii) 83,032,972 Deferred Shares
("Deferred Shares") of £0.0099 each in the capital of the
Company, and to amend the Company's Articles of Association
accordingly.
Each New Ordinary Share carries the
same rights in all respects under the amended Articles of
Association as each Existing Ordinary Share did under the existing
Articles of Association, including the rights in respect of voting
and the entitlement to receive dividends. Each Deferred Share
carries no rights and is deemed effectively valueless.
Warrants
There are no further warrants in
issue as at 30 June 2024.
6. Administrative
expenses
|
|
For six months
ended
30 June 2024
Unaudited
US$
|
For six
months
ended
30 June 2023
Unaudited
US$
|
For
year
ended
31 December 2023
Audited
US$
|
|
|
|
|
|
Staff costs
|
|
|
|
|
Directors' salaries
|
|
123,319
|
120,001
|
242,429
|
Consultants
|
|
13,647
|
13,292
|
38,264
|
Employer's NI
|
|
10,463
|
10,191
|
20,588
|
Professional services
|
|
|
|
|
Accounting, audit &
taxation
|
|
53,175
|
40,616
|
83,376
|
Legal
|
|
37,907
|
5,317
|
5,371
|
Marketing
|
|
(2,409)
|
182
|
(3,418)
|
Other
|
|
34,193
|
-
|
34,476
|
Regulatory compliance
|
|
58,643
|
34,361
|
87,418
|
Travel
|
|
-
|
25
|
109
|
Office and Admin
|
|
|
|
|
General
|
|
11,513
|
18,609
|
7,947
|
IT related costs
|
|
129
|
281
|
521
|
Storage, Office Rent and
Services
|
|
45,676
|
10,053
|
12,154
|
Insurance
|
|
15,795
|
19,725
|
42,313
|
Total administrative costs
|
|
402,051
|
272,656
|
571,548
|
Negative costs recognised in the
period arise from the reversal of certain accrued expenses within
the current period of report which had been recognised in prior
years.
7. Borrowings
The following loans from third parties were outstanding during the six
months ended 30 June 2024. Details of the notes are disclosed in
the table below:
|
Origination
date
|
Contractual settlement
date
|
Loan value in original
currency (principal)
|
Annual interest
rate
|
Security
|
|
|
|
|
|
|
C4 Energy Ltd
|
22 Sept
2017
|
Conversion/Repayment at RTO date
|
$200,000
|
15%
|
unsecured
|
Bruce Edwards
|
1 Sep
2017
|
Conversion at RTO date
|
$100,000
|
15%
|
unsecured
|
HNW Investor Group
|
1 July
2019
|
Conversion/Repayment at RTO date
|
£263,265
|
13%
|
100%
interest in Coos Bay LLC
|
Sun Seven Stars Investment Group
("SSSIG")
|
13 Mar
2020
|
Conversion/Repayment at RTO date
|
£260,000
|
10%
|
unsecured
|
Technology Metals
|
19 April
2023
|
Conversion/Repayment at RTO date
|
£59,500
|
10%
|
unsecured
|
Poseidon Plastics Limited
("PPL")
|
2
February 2021
|
Conversion/Repayment at RTO date
|
£590,000
|
10%
|
unsecured
|
No interim payments are required
under the promissory notes, as the payment terms require the
original principal amount of each note, and all accrued interest
thereon, to be paid in single lump payments on the respective
contractual settlement dates.
|
30 June 2024
Unaudited
US$
|
30 June
2023
Unaudited
US$
|
31
December 2023
Audited
US$
|
|
|
|
|
At the beginning of the
period
|
2,522,708
|
2,133,832
|
2,133,832
|
Net amount received/(paid) during
the year
|
(16,785)
|
36,308
|
98,507
|
Interest accrued during the
period
|
107,416
|
95,571
|
194,335
|
Exchange rate differences
|
(17,629)
|
78,696
|
96,034
|
At the end of the period
|
2,595,710
|
2,344,407
|
2,522,708
|
All borrowings as at the reporting
date were fully settled via the passage of the Company Voluntary
Arrangement which was passed by the creditors and shareholders on 5
September 2024. See note 8 to these interim financial
statements for further details.
8. Events After the Reporting
Period
On 5 September 2024 the Company
completed a Company Voluntary Arrangement (CVA) following passage
of the proposal by a vote of the Company creditors and
shareholders. Following passage of the CVA, the Company
completed a capital raise of £340,000, the appointment of two new
directors and the resumption of trading on the London stock
exchange ahead of securing a suitable project for
acquisition.
The passage of the above has
resulted in the allotment of 1,133,333,900 new ordinary shares at a
price of £0.0003 under the placing, and in respect of full and
final settlement of creditors totaling £3.3m:
· payment of £100,266 in cash and;
· 180,490,669 convertible loan notes, each convertible into one
ordinary share at £0.0003, to be converted automatically on the
publication of the next prospectus, in full and final settlement of
creditors and borrowings.
The financial impact of the above
process is:
· A
reduction in trade and other payables of £1,230,000;
· A
reduction in borrowings payable of £2,062,000;
· An
increase in convertible loan notes payable of £58,000 effective
value (number of notes times conversion price);
· An
increase in cash and cash equivalents of £114,001 following cash
settlement of creditors;
· An
increase in share capital and share premium of £113,333 and
£226,667 respectively in respect of the placing;
· An
increase in share capital and share premium of £18,049 and £36,098
respectively in respect of the conversion of the issued CLN's to
creditors, should such conversion take place in the
future.