08:00 Fri 27 Sep 2019
Curzon Energy plc - 2019 Interim Results
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
("Curzon" or the "Company")
Unaudited Half-Year Results for the Six Months Ended
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company covering its results for the six months ended
Financial review
The Company incurred a loss of
Net cash of
Given the nature of the business and its development strategy, it is unlikely that the Board will recommend a dividend in the foreseeable future.
Outlook
The Company's near-term goal remains focused on completing due diligence and finalizing a transaction with Pared Energy to participate in the
On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.
We look forward to updating shareholders on our progress in due course.
Chairman and Non-Executive Director
CHIEF EXECUTIVE OFFICER'S REVIEW
The Company's focus remains on maximizing value in its existing
Additionally, the Company continues to assess additional oil and gas opportunities on an ongoing basis. While progress to date has largely occurred behind the scenes, we look forward to delivering on such initiatives in the near term.
Chief Executive Officer
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the
By order of the Board
Chairman and Non-Executive Director
Consolidated statement of comprehensive income
for the six months ended
|
Notes |
Six months ended |
Six months ended |
Year ended |
||
|
|
|
|
|
||
Administrative expenses |
6 |
(571,292) |
(511,951) |
(1,363,949) |
||
|
|
|
|
|
||
Loss from operations |
|
(571,292) |
(511,951) |
(1,363,949) |
||
Finance expense, net |
7 |
(14,645) |
(31,893) |
(42,321) |
||
Impairment of exploration and evaluation assets |
|
- |
- |
(575,316) |
||
Foreign exchange differences |
|
2,070 |
12,854 |
-27,878 |
||
|
|
|
|
|
||
Loss before taxation |
|
(583,867) |
(530,990) |
(1,953,708) |
||
Income tax expense |
|
- |
- |
- |
||
|
|
|
|
|
||
Loss for the period attributable to equity holders of the parent company |
|
(583,867) |
(530,990) |
(1,953,708) |
||
|
|
|
|
|
||
Other comprehensive income/(expense) |
|
|
|
|
||
Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency |
|
6,474 |
(4,716) |
(70,245) |
||
|
|
|
|
|
||
Total comprehensive loss for the period |
|
(577,393) |
(535,706) |
(2,023,953) |
||
|
|
|
|
|
||
(Loss) per share |
|
|
|
|
||
Basic and diluted, US$ |
4 |
(0.007) |
(0.007) |
(0.026) |
||
Consolidated statements of financial position
|
Notes |
At |
At |
At |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
|
2,559,000 |
3,302,444 |
2,559,000 |
Restricted cash |
|
125,000 |
125,000 |
125,000 |
Total non-current assets |
|
2,684,000 |
3,427,444 |
2,684,000 |
|
|
|
|
|
Current assets |
|
|
|
|
Prepayments and other receivables |
|
65,336 |
175,638 |
36,157 |
Cash and cash equivalents |
|
79,234 |
451,188 |
125,621 |
Total current assets |
|
144,570 |
626,826 |
161,778 |
Total assets |
|
2,828,570 |
4,054,270 |
2,845,778 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
701,442 |
514,496 |
506,894 |
Borrowings |
7 |
453,964 |
586,998 |
213,812 |
Total current liabilities |
|
1,155,406 |
1,101,494 |
720,706 |
|
|
|
|
|
Total liabilities |
|
1,155,406 |
1,101,494 |
720,706 |
|
|
|
|
|
Capital and reserves attributable to shareholders |
|
|
|
|
Share capital |
5 |
1,103,457 |
964,575 |
1,024,036 |
Share premium |
|
3,586,948 |
3,199,004 |
3,563,122 |
Share-based payments reserve |
|
454,026 |
217,062 |
454,026 |
Warrants reserve |
|
213,249 |
191,011 |
191,011 |
Merger reserve |
|
31,212,041 |
31,212,041 |
31,212,041 |
Foreign currency translation reserve |
|
(57,300) |
1,755 |
(63,774) |
Accumulated losses |
|
(34,839,257) |
(32,832,672) |
(34,255,390) |
Total capital and reserves |
|
1,673,164 |
2,952,776 |
2,125,072 |
Total equity and liabilities |
|
2,828,570 |
4,054,270 |
2,845,778 |
Consolidated statements of changes in equity
|
Share capital |
Share premium |
Consolidation reserve |
Share-based payment reserve |
Warrant reserve |
Foreign currency translation reserve |
Accumulated losses |
Total |
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
At |
964,575 |
3,199,004 |
31,212,041 |
114,659 |
191,011 |
6,471 |
(32,301,682) |
3,386,079 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(530,990) |
(530,990) |
Other comprehensive income for the period |
- |
- |
- |
- |
- |
(4,716) |
- |
(4,716) |
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
(4,716) |
(530,990) |
(535,706) |
Issue of share options |
- |
- |
- |
102,403 |
- |
- |
- |
102,403 |
At |
964,575 |
3,199,004 |
31,212,041 |
217,062 |
191,011 |
1,755 |
(32,832,672) |
2,952,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At |
964,575 |
3,199,004 |
31,212,041 |
114,659 |
191,011 |
6,471 |
(32,301,682) |
3,386,079 |
Loss for the year 2018 |
- |
- |
- |
- |
- |
- |
(1,953,708) |
(1,953,708) |
Other comprehensive income for the year |
- |
- |
- |
- |
- |
(70,245) |
- |
(70,245) |
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(70,245) |
(1,953,708) |
(2,023,953) |
Issue of shares |
59,461 |
416,223 |
- |
- |
- |
- |
|
475,684 |
Share issue costs |
- |
(52,105) |
- |
- |
|
- |
|
(52,105) |
Issue of share options |
- |
- |
- |
339,367 |
- |
- |
- |
339,367 |
|
|
|
|
|
|
|
|
|
At |
1,024,036 |
3,563,122 |
31,212,041 |
454,026 |
191,011 |
(63,774) |
(34,255,390) |
2,125,072 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(583,867) |
(583,867) |
Other comprehensive income for the year |
- |
- |
- |
- |
- |
6,474 |
- |
6,474 |
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
6,474 |
(583,867) |
(577,393) |
Issue of shares |
79,421 |
46,064 |
- |
- |
- |
- |
- |
125,485 |
Issue of share warrants |
- |
(22,238) |
- |
- |
22,238 |
- |
- |
- |
At |
1,103,457 |
3,586,948 |
31,212,041 |
454,026 |
213,249 |
(53,300) |
34,839,257 |
1,673,164 |
Consolidated statement of cash flows
|
Notes |
Six months ended |
Six months ended |
Year ended |
Cash flow from operating activities |
|
|
|
|
Loss before taxation |
|
(583,867) |
(530,990) |
(1,953,708) |
Adjustments for: |
|
|
|
|
Finance cost, net |
|
14,645 |
31,893 |
42,321 |
Share-based payments charge |
|
- |
102,403 |
339,367 |
Foreign exchange movements |
|
(2,070) |
(12,854) |
(27,878) |
Operating cashflows before working capital changes |
|
(571,292) |
(409,548) |
(1,024,582) |
Changes in working capital: |
|
|
|
|
(Increase)/decrease in receivable |
|
(29,180) |
(27,022) |
112,461 |
Increase/(decrease) in payables |
|
203,185 |
35,814 |
(22,541) |
Net cash used in operating activities |
|
(397,287) |
(400,756) |
(934,662) |
|
|
|
|
|
Investing activities |
|
|
|
|
Capitalised exploration costs |
|
- |
(743,444) |
(575,316) |
Net cash flow from investing activities |
|
- |
(743,444) |
(575,316) |
|
|
|
|
|
Financing activities |
|
|
|
|
Issue of ordinary shares |
|
125,485 |
- |
- |
Costs of share issue |
|
- |
- |
(52,105) |
Proceeds from new borrowings |
|
227,048 |
- |
100,000 |
Net cash flow from financing activities |
|
352,533 |
- |
47,895 |
Net Increase in cash and cash equivalents in the period |
|
(44,754) |
(1,144,200) |
(1,462,083) |
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
125,621 |
1,595,035 |
1,595,035 |
Restricted cash held on deposits |
|
125,000 |
125,440 |
125,440 |
Total cash and cash equivalents at the beginning of the period, including restricted cash |
|
250,621 |
1,720,475 |
1,720,475 |
|
|
|
|
|
Effect of the translation of cash balances into presentation currency |
|
(1,633) |
353 |
(7,331) |
(Decrease)/increase in restricted cash |
|
- |
(440) |
(440) |
Cash and cash equivalents at the end of the period |
|
79,234 |
451,188 |
125,621 |
Restricted cash held on deposits |
|
125,000 |
125,000 |
125,000 |
Total cash and cash equivalents at the end of the period, including restricted cash |
|
204,234 |
576,188 |
250,621 |
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General information and basis of preparation
The Company was incorporated and registered in
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
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:
|
Country of incorporation |
Issued capital |
Proportion held by Group at reporting date |
Activity |
Coos Bay Energy, LLC* |
|
Membership interests |
100% |
Holding company |
|
|
Shares |
100% |
Holding company |
|
|
Membership interests |
100% |
Oil and gas exploration |
|
|
Shares |
100% |
Holding company |
Rigel Energy, LLC** |
|
Membership interests |
100% |
Holding company |
*All the above subsidiaries have same registered office with address
**These subsidiaries have a registered office with address Corporation Trust Center,
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
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
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
IFRS 16 Leases was applied in this financial information for the first time. There is no material effect on the Group's account on IFRS 16 adoption. All the Group's leases are short-term leases, which are month-to-month obligations (i.e., US virtual office and US storage operating leases).
All operating land lease agreements for the oil and gas exploration areas are outside of the scope of IFRS 16.
Going concern
The Group financial statements have been prepared on a going concern basis as the Directors have assessed the Group's ability to continue in operational existence for the foreseeable future. The operations are currently being financed by third party loans.
The Group is reliant on the continuing support from its shareholders and the expected support of future shareholders.
The Group financial statements do not include the adjustments that would result if the Group were not to continue as a going concern.
Basis of consolidation
The consolidated financial statements of the Group incorporate the financial statements of the Company and entities controlled by the Company, its subsidiaries. More information on the individual group companies, details and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended
At the time of its acquisition by the Company,
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
2. Segmental analysis
In the opinion of the directors, the Group is primarily organised into a single operating segment. This is consistent with the Group's internal reporting to the chief operating decision maker. Separate segmental disclosures have therefore not been included.
3. Pro forma basic and diluted 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 |
For six months |
For year |
|
|
|
|
Loss after tax (US$) |
(583,867) |
(530,990) |
(1,953,708) |
Weighted average number of ordinary shares of |
80,995,897 |
72,594,700 |
74,449,821 |
Effect of dilutive options and warrants |
- |
- |
- |
Weighted average number of ordinary shares of |
80,995,897 |
72,594,700 |
74,449,821 |
Loss per share - basic and fully diluted (US$) |
0.007 |
0.007 |
0.026 |
At
4. Share capital
Authorised share capital
The Company's authorised share capital at
Issued equity share capital
|
At |
At |
At |
|||
|
Number |
US$ |
Number |
US$ |
Number |
US$ |
Issued and fully paid |
|
|
|
|
|
|
Ordinary shares of |
83,032,972 |
1,103,457 |
77,020,316 |
1,024,036 |
72,594,700 |
964,575 |
The Company has one class of Ordinary shares which carry no right to fixed income.
5. Administrative expenses
|
|
For six months |
For six months |
For year |
|
|
|
|
|
Staff costs |
|
|
|
|
Directors' salaries |
|
81,064 |
186,582 |
726,767 |
Consultants |
|
33,111 |
27,703 |
64,965 |
Employers NI |
|
5,949 |
- |
1,968 |
Professional services |
|
|
|
|
Accounting, audit & taxation |
|
53,178 |
53,020 |
98,356 |
Legal |
|
- |
17,647 |
68,655 |
Marketing |
|
17,771 |
3,822 |
57,422 |
Other |
|
8,961 |
- |
31,202 |
Regulatory compliance |
|
45,286 |
108,465 |
130,830 |
Standard Listing Regulatory Costs |
|
269,532 |
- |
- |
Travel |
|
6,069 |
21,353 |
41,614 |
Office and Admin |
|
|
|
|
General |
|
5,324 |
43,162 |
64,165 |
IT related costs |
|
2,039 |
3,949 |
2,379 |
Rent |
|
27,456 |
25,910 |
41,552 |
Insurance |
|
15,552 |
20,337 |
34,074 |
|
|
571,292 |
511,950 |
1,363,949 |
6. Borrowings
The following loans from third parties were outstanding during the six months ended
|
Origination date |
Contractual settlement date |
Note value in original currency |
Note value, US$ |
Annual interest rate |
Security |
Settlement details |
|
|
|
|
|
|
|
|
YA Global |
|
|
|
|
10% |
Unsecured |
Outstanding |
YA Global |
|
|
|
|
10% |
Unsecured |
Outstanding |
|
|
|
|
|
15% |
Unsecured |
Outstanding |
Bespoke Capital Solutions |
|
|
|
|
13% |
100% of |
Outstanding |
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.
|
|
|
|
|
|
|
|
At the beginning of the period |
213,812 |
578,599 |
578,599 |
Received during the year |
227,048 |
- |
100,000 |
Interest accrued during the period |
14,645 |
31,893 |
42,321 |
Exchange rate differences |
(1,541) |
(23,494) |
(31,424) |
Discharged during the year by issue of shares in Curzon |
- |
- |
(475,684) |
At the end of the period |
453,694 |
586,998 |
213,812 |
7. Post balance sheet events
On
For further information please contact:
|
+44 (0) 20 7747 9980 |
|
|
|
|
|
|
|
+44 (0) 20 3470 0470 |
|
|
|
|
|
|
|
+44 (0) 20 3137 1902 |
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