TIDMCZN
RNS Number : 8986X
Curzon Energy PLC
28 April 2023
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")
Results for the Year Ended 31 December 2022
28 April 2023
Curzon Energy Plc (LON:CZN), ("Curzon" or the "Company"), the
London Stock Exchange listed company, announces its full year
audited results for the year ended 31 December 2022.
A copy of the Company's annual report and financial statements
for the year ended 31 December 2022, extracts of which are set out
below, will be made available on the Company's website
www.curzonenergy.com shortly.
Curzon further announces that a Notice of Annual General Meeting
("AGM") will be posted to shareholders, along with the Annual
Report and Financial Statements for the year ended 31 December
2022, on or before 5 May 2023.
The Company will be holding its AGM at the Company's business
address, which is located at Curzon Energy Plc, (WeWork), 71-91
Aldwych House, London WC2B 4HN, Room 2K, on Wednesday 31 May 2023
at 2.00 pm, the details of which are explained in the Notice of
AGM, which will be also available on the Company's website
www.curzonenergy.com shortly.
Forms of proxy must be completed, signed and returned so as to
be received by the Company's Registrars no later than 2.00 pm on 29
May 2023.
For further information please
contact:
Curzon Energy Plc +44 (0) 20 7747 9980
Scott Kaintz
www.curzonenergy.com
Chairman's Statement
I am pleased to present the annual report for Curzon Energy Plc
(the "Company"), covering its results for the year to 31 December
2022.
Period in Review
During the course of 2022, the Company focused its efforts on
completing a potential reverse takeover transaction ("RTO") with
Poseidon Plastics Ltd ("PPL" or "Poseidon"), developer of an
integrated process, based on its patented technology platform, to
convert currently unrecyclable PET waste, into high value, enhanced
recycled PET resin ("erPET"). Formal exclusivity with PET lapsed in
September 2022.
Activities at Coos Bay were relatively minimal during the course
of the year, with the project remaining on care and maintenance.
The Company visited the site during the year and continued
discussions regarding formal extensions of the project leases with
the two main leaseholders, as well as a potential farm-out or sale
of the project in light of higher natural gas demand and
prices.
Results
For the period ended 31 December 2022, the Group incurred a loss
of US$467,793 (2021: loss of US$821,344). The majority of this loss
comprised expenditures on RTO due diligence, administrative
expenses and required listing and regulatory overheads. Overall
administrative expenses fell during the period at US$509,358 in
2022 (2021: US$569,865) and finance expenses rose slightly to
US$191,735 (2021: US$165,598) reflecting the ongoing costs of
funding the business during this due diligence phase.
Outlook
While the delays associated with the proposed PET RTO were
material and frustrating to all stakeholders, the Company has now
formally exited this transaction. Subsequently, the Company
executed a Letter of Intent on 19 April 2023 with Technology Metals
Market Limited ("TM2"), an investment holding company developing a
global network of supply, extending from mines (upstream) through
the smelters, processors and convertors (midstream) and into the
global distribution networks of global brands. Its portfolio of
more than dozen verticals covers key battery metals such as
lithium, graphite, manganese, zinc or nickel.
For the Company providing TM2 with an initial 17-day extendable
period of exclusivity, the parties have agreed that they will work
towards the execution and delivery of a definitive purchase
agreement, with the goal to conclude an RTO transaction in the
critical technology metals space. TM2 has provided a working
capital facility of up to GBP750,000 to Curzon in the form of a
one-year loan note (the "Note"), carrying an annual interest rate
of 10% per annum, and convertible at the price of any subsequent
share issue alongside the contemplated RTO transaction. Under the
terms of the Note, a total authorised amount of up to GBP750,000 is
to be made available to the Company through mutually agreed
drawdowns that began on 19 April 2023. Currently, the Company has
begun due diligence on a TM2 nominated African lithium development
company that seeks to achieve initial production in the medium
term. Curzon expects to release more information and details on the
ultimate target of the RTO transaction in due course.
Elsewhere, the ongoing conflict in Ukraine has now continued on
for more than a year, impacting markets and driving up commodity
prices. While the global trend for lower emissions continues to
push the world away from traditional oil and gas activities, this
creates short term opportunities in the space. Notwithstanding the
Company's coal bed methane project at Coos Bay remains on care and
maintenance and is earmarked for disposal, it may yet have residual
value and may also benefit from the proposed RTO with TM2. Going
forward, the Company expects to remain active in its original
natural resource extractives space, but with migration into the
critical metals technology sector seeking to facilitate the world's
low-carbon and electrification goals.
We thank all investors and stakeholders for their patience and
support during this period of transition and we look forward to
both delivering this transaction and to working with TM2 to create
a high-impact technology metals business with an initial focus on
lithium.
John McGoldrick
Non-Executive Chairman
27 April 20 23
Strategic Report
Financial Results
The Group loss for the year to 31 December 2022 was US$467,793
(2021: US$821,344). There were no revenues and the majority of this
loss related to administrative, listing and transaction costs.
The loss per share was US$0.007 (2021: loss per share
US$0.009).
The Group currently has no source of revenue and is reliant on
loans to continue to meet its overhead expenditure. The Group held
cash balances of US$20,421 as at 31 December 2022.
The Directors note that the Group will need additional funding
to continue operations for the foreseeable future and, coupled with
the fact that there is no guarantee that the TM2 transaction will
be completed, this means there is a material uncertainty as to the
Group's ability to continue as a going concern. The Directors are
confident however that the Group will be able to raise, as
required, sufficient cash or reduce its commitments to enable it to
continue its operations and to continue to meet, as and when they
fall due, its liabilities for at least the next twelve months from
the date of approval of the Group financial statements. The Group
financial statements have, therefore, been prepared on the going
concern basis.
The Group has 3 members of staff (including Directors).
Principal Activities
The Company was incorporated in England and Wales on 29 January
2016 as an investment company to acquire oil and gas assets. Its
first acquisition was of Coos Bay, which has now been wholly
written off.
The Group's business is now operated through the United Kingdom
and is focused on identifying and acquiring a new business in a
promising sector.
Review of the Business
On 18 April 2023, the Company announced that it had executed a
letter of intent with Technology Metals Market Limited ("TM2") to
acquire a 100% interest in a designated mining company via a
potential reverse takeover. TM2 and the Company have entered a
period of exclusivity, where each party will conduct due diligence
on the other and the designated target.
The parties have further agreed that during this period they
will work towards the execution and delivery of a sale and purchase
agreement, with a goal to complete a reverse takeover transaction
during the course of 2023.
Key Performance Indicators (KPIs)
As the Company is currently pursuing a potential reverse
takeover the Directors take the view that KPIs would not provide
materially useful information to investors at this time. As the
business develops further, the addition of KPIs will be considered
and added as appropriate.
Principal Risks and Risk Management
As the Company is currently pursuing a reverse takeover, that
would potentially materially change the nature of the business, the
primary risk to the business during this period is going concern
risk and a potential inability to fund the business through this
transition.
The Company's Risk Mitigation Strategies Include the
Following:
-- Utilising the Directors' experience in fundraising to
maintain a balance of funding sources during the period of
transition;
-- Managing the Company's existing debt positions, keeping all
stakeholders up to date and informed as to progress of the
transaction; and
-- Judicious use of capital and cost control during the
transition.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen
seriously. The Board's primary goal is to create shareholder value
in a responsible way, which serves all stakeholders.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take
into consideration the interests of stakeholders in their decision
making. The Directors continue to have regard to the interests of
the Company's employees and other stakeholders, including the
impact of its activities on the community, the environment and the
Company's reputation, when making decisions. Acting in good faith
and fairly between members, the Directors consider what is most
likely to promote the success of the Company for its members in the
long term.
The Directors are fully aware of their responsibilities to
promote the success of the Company in accordance with section 172
of the Companies Act 2006. The Board regularly reviews our
principal stakeholders and how we engage with them. The stakeholder
voice is brought into the boardroom throughout the annual cycle
through information provided by management and also by direct
engagement with stakeholders themselves. The relevance of each
stakeholder group may increase or decrease depending on the matter
or issue in question, so the Board seeks to consider the needs and
priorities of each stakeholder group during its discussions and as
part of its decision making.
The Board welcomes the opportunity to engage with our
shareholders and with the capital markets more generally. The Board
achieves this through dialogue with shareholders, prospective
shareholders and capital markets participants, including corporate
brokers. Feedback from any such meetings or calls would be shared
with all Board members.
Investors, prospective investors and analysts can contact the
Executive Director as well as access information on our corporate
website. The Board believes that appropriate steps have been taken
during the year so that all members of the Board, and in particular
the non-executive Directors, have an understanding of the views of
major shareholders.
Governance
The Board considers sound governance as a critical component of
the Company's success and the highest priority. The Company has an
effective and engaged Board, with a strong non-executive presence
drawn from diverse backgrounds and with well-functioning governance
committees.
Analysis by Gender
Category Male Female
Directors 3 0
----- -------
Senior Managers 0 0
----- -------
Other Employees 0 0
----- -------
Diversity and Inclusion
The Company does not discriminate on the grounds of age, gender,
nationality, ethnic or racial origin, non-job-related-disability,
sexual orientation or marital status. The Board does not support
discrimination of any form, positive or negative, and all
appointments are based solely on merit.
Health and Safety
The Company has a Health and Safety at Work policy, which is
reviewed regularly by the Board and is committed to the health and
safety of its employees and others, who may be affected by the
Company's activities. The health and safety procedures used by the
Company ensure compliance with all applicable legal, environmental
and regulatory requirements as well as its own internal
standards.
Outlook
In April 2023, the Company announced that it had executed a LOI
with Technology Metals Market Limited ("TM2"), where TM2 agreed to
extend up to a GBP750,000 facility in order to fund due diligence
concluding in a reverse takeover of Curzon by a designated mining
target, currently focused on lithium.
TM2 is building a global supply network, extending from the
minesite through to smelters, processors, and converters and into
the distribution networks of global brands. TM2 has initially
identified an African-based lithium development company, that is
seeking to reach initial production in the medium term, and the
Company and TM2 will work together over the coming weeks to further
delineate these plans.
Signed by order of the Board
Scott Kaintz
Chief Executive Officer
27 April 2023
Directors' Report
The Directors present their report on the Company, together with
the audited financial statements of the Company for the year ended
31 December 2022.
Cautionary Statement
The review of the business and its future development in the
Strategic Report has been prepared solely to provide additional
information to shareholders to assess the Company's strategies and
the potential for these strategies to succeed. It should not be
relied on by any other party for any other purpose. The review
contains forward looking statements, which are made by the
Directors in good faith based on information available to them up
to the time of the approval of the reports and should be treated
with caution due to the inherent uncertainties associated with such
statements.
Results and Dividends
Given the nature of the business and its development strategy,
it is unlikely that the Board will recommend a dividend in the next
few years. The Directors believe the Company should seek to
re-invest any profits to fund the Company's growth strategy over
the short- and medium-term horizons.
Directors' Insurance and Indemnities
The Directors have the benefit of the indemnity provisions,
contained in the Company's Articles of Association ('Articles'),
and the Company has maintained throughout the year Directors' and
officers' liability insurance for the benefit of the Company, the
Directors and its officers. The Company has entered into qualifying
third-party indemnity arrangements for the benefit of all its
Directors in a form and scope, which comply with the requirements
of the Companies Act 2006, and which were in force throughout the
year and remain in force.
Business Review and Future Developments
Details of the business activities and developments made during
the period can be found in the Strategic Report and in note 1 to
the Financial Statements respectively.
Financial Instruments and Risk Management
Disclosures regarding financial instruments are provided within
note 20 to the Financial Statements.
Capital Structure and Issue of Shares
Details of the Company's share capital, together with details of
the movements during the period, are set out in note 17 to the
Financial Statements. The Company has one class of Ordinary Shares,
which carry no right to fixed income.
Post Balance Sheet Events
Transaction Termination and LOI with TM2
On 18 April 2023, the Company announced that it had notified
Poseidon Enhanced Technologies of its intention to terminate
discussions regarding a RTO of Curzon by PET, as originally
announced on 3 February 2021. The Company further announced that it
has signed an LOI with Technology Metals Market Limited ("TM2"), to
provide a working capital facility of GBP750,000 to fund Curzon to
conduct due diligence and ultimately progress a RTO of Curzon by a
designated target by TM2, currently expected to be in the lithium
space. TM2 would be able to fund ongoing exclusivity of Curzon by
drawdowns on the offered facility.
Directors
The Directors of the Company, who have served during the period
and at the date of this report are:
Director Role Date of Appointment Date of Board Committee*
Resignation
---------------- ----------------------------- -------------------- ------------- ---------------------
John McGoldrick Chairman and Non-Executive 4/10/2017 N, R,
Director A
Scott Kaintz Executive Director 27/06/2018
Owen May 27/09/2016 N, R,
Non-Executive Director A
---------------- --------------------------- ---------------------- ------------- -----------------
*Board Committee abbreviations are as follows: N = Nomination
Committee; A = Audit and Risk Committee; R = Remuneration
Committee.
Board of Directors
Details of the current Directors and their backgrounds are as
follows:
John McGoldrick (Chairman and Non-Executive Director)
John McGoldrick has over forty years of experience in the energy
sector including a variety of senior management roles, notably at
Enterprise Oil where he was responsible for its US operations up
until Shell's takeover in 2002. Since then, Mr. McGoldrick has
served as executive chairman of Caza Oil & Gas Inc. (formerly
Falcon Bay Energy LLC), a US onshore exploration and production
company, which went public in Toronto and London in 2007, becoming
Non-Executive Chairman in 2010. From 2008 to 2013, Mr. McGoldrick
was a Non-Executive Director of Vanguard Natural Resources LLC, a
NYSE-listed Oil & Gas company focused on the US. In January
2012, Mr. McGoldrick joined Dart Energy International as CEO,
subsequently becoming CEO of Dart Energy in March 2013. He held
this post until Dart Energy's takeover by IGas at the end of 2014.
Mr. McGoldrick is also a Director of Poseidon Plastics Limited. Mr.
McGoldrick holds a Bachelor of Engineering in Chemical Engineering
with Management Economics from University of Bradford.
Scott Kaintz ( Executive Director and Chief Executive
Officer)
Scott has extensive experience leading, funding and operating
publicly traded natural resource exploration and development
businesses on the London markets. He started his career as a US Air
Force Officer working across Europe, the Middle East and Central
Asia. He subsequently held managerial and technology roles in the
defence sector in Europe, before transitioning to corporate finance
and investment positions, focused primarily on capital raising and
making debt and equity investments in small-cap listed companies.
Scott has significant experience in emerging markets, with a
particular emphasis on the countries of the former Soviet Union.
Scott holds a BSLA in Russian language and Russian Area Studies
from Georgetown University as well as MBA degrees from Columbia
Business School and London Business School. He is also a Director
of Corcel Plc and Red Rock Resources Plc.
Owen May (Non-Executive Director)
Mr. Owen May is an American banker with over 30 years of
experience on Wall Street. He currently serves as a Managing
Director of MD Global Partners, a full-service investment-banking
firm, and is actively involved in a broad range of investment
activities in Israel, China and Europe. Mr. May started his career
at Lehman Brothers as a Financial Advisor in the high-net-worth
division in 1985. After leaving Lehman Brothers in 1989, Mr. May
joined D.H. Blair & Co., a small boutique firm on Wall Street.
In 1993, Mr May went on to establish May Davis Group, a
full-service investment banking firm on Wall Street that offered a
full range of investment banking, research, sales, trading and
retail brokerage services. In 2007, Mr. May established MD Global
Partners LLC, a firm that specialises in corporate finance, mergers
& acquisitions, restructuring and business development.
Following his undergraduate degree in Biology at University of
Miami, Mr. May earned an MBA in Finance from Duke University's
Fuqua School of Business, where he currently sits on the Board of
Visitors and offers career coaching and opportunities to programme
participants. He also continues to hold a position on the
President's Council for the University of Miami.
Directors' Interests in Shares
Directors' interests in the shares of the Company, at the date
of this report, are disclosed below.
Ordinary Shares
Director Held % Held
----------------- ---------------- -------
John McGoldrick 316,455 0.32
Scott Kaintz 949,367 0.95
Owen May - -
----------------- ---------------- -------
Substantial Interests
As at 1 April 2022, the Company has been advised of the
following significant interests (greater than 3%) in its ordinary
share capital:
Ordinary
Shareholder Shares Held % Held
----------------------------------------------------- ------------- -------
Jim Nominees Limited, Designation JARVIS 39,442,082 39.58%
Interactive Investor Services Nominees Limited,
Designation SMKTNOMS 5,430,173 5.45%
Hargreaves Lansdown (Nominees) Limited, Designation
15942 5,239,899 5.26%
Hargreaves Lansdown (Nominees) Limited, Designation
HLNOM 4,219,667 4.23%
Queensbury Inc 4,000,000 4.01%
Interactive Investor Services Nominees Limited,
Designation SMKTISAS 3,627,140 3.64%
----------------------------------------------------- ------------- -------
Corporate Governance
The Board is committed to maintaining high standards of
corporate governance and, so far as appropriate given the Company's
size and the constitution of the Board, complies with the Corporate
Governance Guidelines for Small and Mid-Sized Companies (the " QCA
Code ").
The Board
The Board currently comprises one Executive Director and two
Non-Executive Directors. The Board is ultimately responsible for
the day-to-day management of the Company's business, its strategy
and key policies. Members of the Board are appointed by the
Shareholders. The Board also has power to appoint additional
directors, subject to such appointments being approved by
Shareholders. At least six board meetings are held per year.
Director Number of Meetings Held Number of Meetings
During Tenure Attended
John McGoldrick 9 9
------------------------ -------------------
Scott Kaintz 9 9
------------------------ -------------------
Owen May 9 9
------------------------ -------------------
As prescribed by the QCA Code, the Board has established three
committees: An Audit and Risk Committee, a Remuneration Committee
and a Nomination Committee.
Each of the committees were formed on admission of the Company
to the Standard Listing Segment on 4 October 2017. The Audit and
Risk Committee and the Remuneration Committees have met once each
during 2022.
Audit and Risk Committee
The Audit and Risk Committee, which comprises John McGoldrick
and Owen May, is responsible, amongst other things, for monitoring
the Group's financial reporting, external and internal audits and
controls, including reviewing and monitoring the integrity of the
Group's annual and half-yearly financial statements, reviewing and
monitoring the extent of non-audit work undertaken by external
auditors, advising on the appointment of external auditors,
overseeing the Group's relationship with its external auditors,
reviewing the effectiveness of the external audit process and
reviewing the effectiveness of the Group's internal control review
function. The ultimate responsibility for reviewing and approving
the annual report and accounts and the half-yearly reports remains
with the Board. The Audit and Risk Committee gives due
consideration to laws and regulations, the provisions of the UK
Corporate Governance Code (the Quoted Companies' Alliance code) and
the requirements of the Listing Rules. The Audit and Risk Committee
shall meet at least once a year at appropriate intervals in the
financial reporting and audit cycle and otherwise as required.
Remuneration Committee
The Remuneration Committee, which comprises John McGoldrick and
Owen May, is responsible, amongst other things, for assisting the
Board in determining its responsibilities in relation to
remuneration, including making recommendations to the Board on the
Company's policy on executive remuneration, including setting the
parameters and governance framework of the Group's remuneration
policy and determining the individual remuneration and benefits
package of each of the Company's Executive Directors and the Group.
It is also responsible for approving the rules and basis for
participation in any performance related pay-schemes, share
incentive schemes and obtaining reliable and up-to-date information
about remuneration in other companies. The Remuneration Committee
shall meet at least once a year.
Nomination Committee
The Nomination Committee, which comprises John McGoldrick as
Chairman and Owen May, will identify and nominate, for the approval
of the Board, candidates to fill Board vacancies as and when they
arise. The Nominations Committee will meet as required.
Share Dealing Policy
The Company has adopted a Share Dealing Policy, which sets out
the requirements and procedures for dealings in any of its listed
securities. The Share Dealing Policy applies widely to the
Directors of the Company and its subsidiaries, the Company's
employees and persons closely associated with them. The policy
complies with the Market Abuse Regulations, which came into effect
on 3 July 2016.
Anti-Bribery and Anti-Corruption Policy
The Company has adopted an Anti-Bribery and Anti-Corruption
Policy, which applies to the Directors and any future employees of
the Company. The Directors believe that the Group, through its
internal controls, has appropriate procedures in place to reduce
the risk of bribery and that all employees, agents, consultants and
associated persons are made fully aware of the Group's policies and
procedures with respect to ethical behaviour, business conduct and
transparency.
Health and Safety
The safety of the Group's employees and contractors is critical
to its operations. Coos Bay requires its contractors working on
site to comply with all applicable laws in connection with the
performance of its work, including applicable requirements of the
Occupational Health and Safety Act and the rules promulgated
thereunder (OSHA). As Coos Bay currently maintains no employees and
almost all work on site is performed by independent contractors,
Coos Bay has not developed any formal safety procedures or training
programs beyond those that may be required by OSHA or other
applicable laws. The Board intends to review Coos Bay's health and
safety practices from time-to-time to ensure that they remain
consistent with current industry standards.
Relations with Shareholders
As detailed further below, the Directors seek to build on a
mutual understanding of objectives between the Company and its
shareholders by meeting to discuss long term issues and receive
feedback, communicating regularly throughout the year and issuing
trading updates as appropriate. The Board also seeks to use the
Annual General Meeting to communicate with its shareholders.
Fair, Balanced and Understandable Assessment of Position and
Prospects
The Board has shown its commitment to presenting fair, balanced
and comprehensible assessments of the Company's position and
prospects by providing comprehensive disclosures within the
financial report in relation to its activities. The Board has
applied the principles of good governance relating to Directors'
remuneration as described below. The Board has determined that
there are no specific issues, which need to be brought to the
attention of shareholders.
Remuneration Strategy
The Company operates in a competitive market. If it is to
compete successfully, it is essential that it attracts, develops
and retains high quality staff. Remuneration policy has an
important part to play in achieving this objective. The Company
aims to offer its staff a remuneration package, which is both
competitive in the relevant employment market and which reflects
individual performance and contribution.
Share Options and Warrants
Nil.
Communication with Shareholders
The Board attaches great importance to communication with both
institutional and private shareholders.
Regular communication is maintained with all shareholders
through Company announcements, the half-year Statement and the
Annual Report and Financial Statements.
The Directors seek to build on a mutual understanding of
objectives between the Company and its shareholders. Institutional
shareholders are in contact with the Directors through
presentations and meetings to discuss issues and to give feedback
regularly throughout the year. With private shareholders, this is
not always practical.
The Board therefore intends to use the Company's Annual General
Meeting as the opportunity to meet private shareholders, who are
encouraged to attend, and at which the Board will give a
presentation on the activities of the Company.
Following the presentation, there will be an opportunity to meet
and ask questions of Directors and to discuss development of the
business.
The Company operates a website at
http://www.curzonenergy.com/investor-relations
The website contains details of the Company and its activities,
regulatory announcements, Company announcements, interim
statements, preliminary statements and annual reports.
Greenhouse Gas Emissions
The Group has as yet minimal greenhouse gas emissions to report
from the operations of the Company and its subsidiaries and does
not have responsibility for any other emission producing sources
under the Companies Act 2006 (Strategic Report and Directors
Report) Regulations 2014.
Task Force on Climate Financial Disclosures
Given the current position of the group, the directors have not
made any disclosures against the Task Force on Climate-related
Financial Disclosures (TCFD) framework. The directors will revisit
the position in the event that a future transaction is
completed.
Annual General Meeting
The Company currently intends to hold its Annual General Meeting
on 31 May 2023 at 2.00 pm, and it encourages all shareholders to
vote via proxy regardless of their intention of attending the
meeting in person.
Financial Risk Management
The Group is exposed to a variety of financial risks, including
currency risk, credit risk and liquidity risk. Some of the
objectives and policies applied by management to mitigate these
risks are outlined in note 20 to the Consolidated Financial
Statements.
Share Capital
The Company's Ordinary Shares of GBP0.0001 per share and
Deferred share of GBP0.0099 represent 100% of its total share
capital. At a meeting of the Company every member present in person
or by proxy shall have one vote for every Ordinary Share of which
he is the holder. Holders of Ordinary Shares are entitled to
receive dividends. Deferred shares do not carry any voting right or
right to receive dividends.
On a winding-up or other return of capital, holders are entitled
to share in any surplus assets pro rata to the amount paid up on
their Ordinary Shares. The shares are not redeemable at the option
of either the Company or the holder. There are no restrictions on
the transfer of shares.
Independent Auditors
During the year, Crowe U.K. LLP was re-appointed as auditor to
the Company.
Provision of Information to Auditors
Each of the persons, who are Directors at the time when this
Directors' Report is approved, has confirmed that:
-- so far as that Director is aware, there is no information
relevant to the audit of which the Company's auditors are unaware;
and
-- each Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
Signed by order of the Board
Scott Kaintz
Chief Executive Officer
27 April 2023
Directors' R emuneration Report
The Board of Directors has established a Remuneration Committee.
The Remuneration Committee (the 'Committee') comprises our two
Non-Executive Directors, John McGoldrick and Owen May.
The members of the Remuneration Committee have the necessary
experience of executive compensation matters relevant to their
responsibilities as members of such a committee by virtue of their
respective professions, contacts within the minerals industry as
well as experience in the broader business community. In addition,
each member of the Remuneration Committee keeps abreast on a
regular basis of trends and developments affecting executive
compensation. Accordingly, it is considered that the Remuneration
Committee has sufficient experience and knowledge to set
appropriate levels of compensation. Neither the Company nor the
Remuneration Committee engaged independent consultants to evaluate
the levels of compensation during the year ended 31 December
2022.
Committee's Main Responsibility
The Remuneration Committee is responsible, amongst other things,
for assisting the Board in determining its responsibilities in
relation to remuneration, including making recommendations to the
Board on the Company's policy on executive remuneration, including
setting the parameters and governance framework of the Group's
remuneration policy and determining the individual remuneration and
benefits package for the Company's Executive Directors and the
Group. It is also responsible for approving the rules and basis for
participation in any performance related pay-schemes, share
incentive schemes and obtaining reliable and up-to-date information
about remuneration in other companies. The Remuneration Committee
shall meet at least once a year.
Statement of Policy on Directors' Remuneration
The Company's policy is to set remuneration to attract and
retain the highest quality of directors and senior executives, and
to:
-- align their interests with shareholders';
-- avoid incentivising excessive risk taking by executives;
-- be proportionate to the contribution of the individuals concerned; and
-- be sensitive to pay and employment conditions elsewhere in the group.
The Company is at an early stage of development. As a result,
the use of traditional performance standards, such as corporate
profitability, is not considered by the Remuneration Committee to
be appropriate in the evaluation of corporate or Directors'
performance. Discretionary bonuses may be paid to aid staff
retention and reward performance.
The Company provides Executive Directors with base fees, which
represent their minimum compensation for services rendered during
the financial year. The base fees of Directors and senior
executives depend on the scope of their experience,
responsibilities and performance.
The Remuneration Committee has considered the risk implications
of the Company's compensation policies and practices and has
concluded that there is no appreciable risk associated with such
policies and practices since such policies and practices do not
have the potential of encouraging an executive officer or other
applicable individual to take on any undue risk or to otherwise
expose the Company to inappropriate or excessive risks.
Furthermore, although the Company does not have in place any
specific prohibitions, preventing executives from purchasing
financial instruments, including prepaid variable forward
contracts, equity swaps, collars or units of exchange funds that
are designed to hedge or offset a decrease in market value of
options or other equity securities of the Company granted in
compensation or held directly or indirectly by the director, the
Company is unaware of the purchase of any such financial
instruments by any Director.
The Company does not anticipate making any significant changes
to its compensation policies and practices during 2023.
Directors' Remuneration
The Directors, who held office on 31 December 2022 and who had
beneficial interests in the ordinary shares of the Company, are
summarised as follows:
Name of Director Position
John McGoldrick Chairman, Non-Executive Director
-----------------------------------
Scott Kaintz Chief Executive Officer, Executive
Director
-----------------------------------
Directors' Service Contracts
John McGoldrick was appointed by the Company with effect from
Admission to act as Chairman and a Non-Executive Director of the
Company under a letter of appointment, dated 4 October 2017. His
appointment is terminable on three months' written notice on either
side. He is entitled to a fee of GBP50,000 per annum.
Owen May was appointed as a Director on 27 September 2016. He
has been appointed to act as a Non-Executive Director of the
Company pursuant to a letter of appointment with the Company, dated
23 May 2017. His appointment is terminable on three months' written
notice on either side. Owen is entitled to a fee of GBP25,000 per
annum payable in cash or shares at the discretion of the Board.
Scott Kaintz was appointed as a Director on 27 June 2018. He was
appointed to act as an Executive Director and Chief Executive
Officer as of 5 November 2018. His appointment continues until
terminated by either party giving four months written notice. Scott
is entitled to a fee of GBP120,000 per annum.
Summary Compensation Table (audited)
The following table sets forth the compensation awarded, paid to
or earned by each Director during 2022:
Social Share-based
Directors' security Payments Total
fees costs Total cash-compensation (options) compensation
2022 US$ US$ US$ US$ US$
------------------------------- ----------- ---------- ------------------------ ------------ --------------
John McGoldrick 62,473 - 62,473 - 62,473
Scott Kaintz 149,935 17,243 167,178 - 167,178
Owen May 31,236 - 31,236 - 31,236
------------------------------- ----------- ---------- ------------------------ ------------ --------------
Total Directors' compensation 243,644 17,243 260,887 - 260,887
------------------------------- ----------- ---------- ------------------------ ------------ --------------
John McGoldrick has, through agreement with the Company, agreed
to defer payment of the majority of his Director's compensation
from 2017 to 2022 until the completion of the RTO, which at 31
December 2022 totaled US$280,511 and has been recognized in other
payables at the reporting date.
Owen May has, through agreement with the Company, agreed to
defer payment of the majority of his Director's compensation from
2018 to 2022 until the completion of the RTO, which at 31 December
2022 totaled US$106,071 and has been recognized in other payables
at the reporting date.
As at 31 December 2022 Scott Kaintz was owed US$144,780 in
unpaid salary (31 December 2021: US$67,400).
Summary Compensation Table (audited)
Social Share-based
Directors' security Payments Total
fees costs Total cash-compensation (options) compensation
2021 US$ US$ US$ US$ US$
------------------------------- ----------- ---------- ------------------------ ------------ --------------
John McGoldrick 68,876 - 68,876 - 68,876
Scott Kaintz 151,528 13,219 164,747 - 164,747
Owen May 34,438 - 34,438 - 34,438
------------------------------- ----------- ---------- ------------------------ ------------ --------------
Total Directors' compensation 254,842 13,219 268,061 - 268,061
------------------------------- ----------- ---------- ------------------------ ------------ --------------
Share-Based Awards (audited)
The Company has nil share options awarded to the Directors of
the Company in accordance with its share option plan. There were no
awards of annual bonuses or incentive arrangements in the period.
All remuneration was therefore fixed in nature and no illustrative
table of the application of remuneration policy has been included
in this report.
Directors' Interests in Shares (audited)
Directors' interests in the shares of the Company at the date of
this report are disclosed below.
Ordinary Shares
Director Held % Held
----------------- ---------------- -------
John McGoldrick 316,455 0.32
Scott Kaintz 949,367 1.14
Owen May - -
----------------- ---------------- -------
Other Matters Subject to Audit
The Company does not currently have any pension plans for any of
the Directors and does not pay pension amounts in relation to their
remuneration.
Other Matters
The Company does not currently have any annual or long-term
incentive schemes in place for any of the Directors and as such
there are no disclosures in this respect.
The performance of the Remuneration Committee is yet to be
assessed given the short time frame that it has been
operational.
No performance graph has been included here as the Company is in
the early stages of its business development.
Signed
John McGoldrick
Chairman of the Remuneration Committee
27 April 2023
Statement of Directors' Responsibilities in Respect of the
Strategic Report, the Directors' Report and the Financial
Statements
The Directors are responsible for preparing the Strategic
Report, the Directors' Report and the Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law they have
elected to prepare the Financial Statements in accordance with UK
adopted International Accounting Standards and applicable law.
Under company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and of the profit or loss
of the Group for that period. In preparing these Financial
Statements, the Directors are required to:
-- select suitable accounting policies and then apply them
consistently;
-- make judgments and estimates that are reasonable and
prudent;
-- state whether they have been prepared in accordance with UK
adopted International Accounting Standards; and
-- prepare the Financial Statements on the going concern basis,
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements comply with the Companies Act 2006. They
have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of Financial Statements may differ from
legislation in other jurisdictions.
We confirm that to the best of our knowledge:
-- the Financial Statements, prepared in accordance with UK
adopted International Accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Group;
-- the Directors report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that they face.
By Order of the Board
John McGoldrick
Director
27 April 2023
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
Notes 2022 2021
US$ US$
-------------------------------------- ------ ---------- ----------
Administrative expenses 6 (509,358) (569,865)
-------------------------------------- ------ ---------- ----------
Loss from operations (509,358) (569,865)
Finance expense, net 7 (191,735) (165,598)
Provision for reclamation obligation 12 - (125,000)
-------------------------------------- ------ ---------- ----------
Loss before taxation 4 (701,093) (860,463)
Income tax expense 8 - -
-------------------------------------- ------ ---------- ----------
Loss for the year attributable
to
equity holders of the parent company (701,093) (860,463)
-------------------------------------- ------ ---------- ----------
Other comprehensive income
Gain/(loss) on translation of
parent net assets and results
from functional currency into
presentation currency 233,300 39,119
-------------------------------------- ------ ---------- ----------
Total comprehensive loss for the
year (467,793) (821,344)
-------------------------------------- ------ ---------- ----------
Loss per share - Basic and diluted,
US$ 9 (0.007) (0.009)
-------------------------------------- ------ ---------- ----------
The notes form part of these Financial Statements
Consolidated Statement of Financial Position
as at 31 December 2022
Notes 2022 2021
US$ US$
----------------------------------- ------ ------------- -------------
Assets
Current assets
Prepayments and other receivables 13 29,828 44,058
Cash and cash equivalents 14 20,421 138,142
----------------------------------- ------ ------------- -------------
Total current assets 50,249 182,200
----------------------------------- ------ ------------- -------------
Total assets 50,249 182,200
----------------------------------- ------ ------------- -------------
Current liabilities
Trade and other payables 15 912,521 774,591
Borrowings 16 2,133,832 1,935,919
----------------------------------- ------ ------------- -------------
Total current liabilities 3,046,353 2,710,510
----------------------------------- ------ ------------- -------------
Total liabilities 3,046,353 2,710,510
----------------------------------- ------ ------------- -------------
Share capital 17 1,105,547 1,105,547
Share premium 3,619,332 3,619,332
Share-based payments reserve 474,792 474,792
Warrants reserve 375,198 375,198
Merger reserve 31,212,041 31,212,041
Foreign currency translation
reserve 86,746 (146,554)
Accumulated losses (39,869,759) (39,168,666)
----------------------------------- ------ ------------- -------------
Total capital and reserves (2,996,104) (2,528,310)
----------------------------------- ------ ------------- -------------
Total equity and liabilities 50,249 182,200
----------------------------------- ------ ------------- -------------
The Financial Statements were approved and authorised for issue
by the Board of Directors on 27 April 2023 and were signed on its
behalf by:
John McGoldrick
Director
The notes form part of these Financial Statements.
Consolidated Statement of Changes in Equity
Share Share Other Accumulated
capital premium reserves losses Total
US$ US$ US$ US$ US$
--------------------- ---------- ---------- ----------- ------------- ------------
Equity at
1 January
2021 1,105,547 3,619,332 31,876,358 (38,308,203) (1,706,966)
--------------------- ---------- ---------- ----------- ------------- ------------
Loss for
the year - - - (860,463) (860,463)
Other comprehensive
income for
the year - - 39,119 - 39,119
--------------------- ---------- ---------- ----------- ------------- ------------
Total comprehensive
loss for
the year - - 39,119 (860,463) (821,344)
--------------------- ---------- ---------- ----------- ------------- ------------
Equity at
31 December
2021 1,105,547 3,619,332 31,915,477 (39,168,666) (2,528,310)
--------------------- ---------- ---------- ----------- ------------- ------------
Loss for
the year - - - (701,093) (701,093)
Other comprehensive
income for
the year - - 233,300 - 233,300
--------------------- ---------- ---------- ----------- ------------- ------------
Total comprehensive
loss for
the year - - 233,300 (701,093) (467,793)
--------------------- ---------- ---------- ----------- ------------- ------------
Equity at
31 December
2022 1,105,547 3,619,332 32,148,777 (39,869,759) (2,996,104)
--------------------- ---------- ---------- ----------- ------------- ------------
Other Reserves
Foreign
Share-based currency Total
Merger payments Warrants translation Other
reserve reserve reserve reserve reserves
US$ US$ US$ US$ US$
---------------------- ----------- ------------ --------- ------------- -----------
Other reserves at 1
January 2021 31,212,041 474,792 375,198 (185,673) 31,876,358
---------------------- ----------- ------------ --------- ------------- -----------
Other comprehensive
loss for the year - - - 39,119 39,119
---------------------- ----------- ------------ --------- ------------- -----------
Total comprehensive
loss for the year - - - 39,119 39,119
Issue of warrants - -
---------------------- ----------- ------------ --------- ------------- -----------
Other reserves at 31
December 2021 31,212,041 474,792 375,198 (146,554) 31,915,477
---------------------- ----------- ------------ --------- ------------- -----------
Other comprehensive
loss for the year - - - 233,300 233,300
---------------------- ----------- ------------ --------- ------------- -----------
Total comprehensive
loss for the year - - - 233,300 233,300
---------------------- ----------- ------------ --------- ------------- -----------
Other reserves at 31
December 2022 31,212,041 474,792 375,198 86,746 32,148,777
---------------------- ----------- ------------ --------- ------------- -----------
Consolidated Statement of Cash Flows
Notes 2022 2021
US$ US$
------------------------------------------------ ------ ---------- ----------
Cash flow from operating activities
Loss before taxation (701,093) (860,463)
Adjustments for:
Finance expenses 7 191,970 159,087
Provision for reclamation obligations 12 - 125,000
Unrealised foreign exchange movements 7 (36,606) 6,511
------------------------------------------------ ------ ---------- ----------
Operating cashflows before working capital
changes (545,729) (569,865)
------------------------------------------------ ------ ---------- ----------
Changes in working capital:
Increase in payables 235,141 46,220
(Increase)/decrease in receivables 10,587 (2,359)
------------------------------------------------ ------ ---------- ----------
Net cash used in operating activities (300,002) (526,004)
------------------------------------------------ ------ ---------- ----------
Financing activities
Issue of ordinary shares, net of share 17
issue costs - -
Proceeds from new borrowings 16 184,693 619,886
------------------------------------------------ ------ ---------- ----------
Net cash flow from financing activities 184,693 619,886
------------------------------------------------ ------ ---------- ----------
Net increase /(decrease) in cash and cash
equivalents in the period (115,309) 93,882
Cash and cash equivalents at the beginning
of the period 138,142 47,188
Restricted cash held on deposits 12 125,000 125,000
------------------------------------------------ ------ ---------- ----------
Total cash and cash equivalents at the
beginning of the period, including restricted
cash 263,142 172,188
------------------------------------------------ ------ ---------- ----------
Effect of the translation of cash balances
into presentation currency (2,412) (2,927)
Cash and cash equivalents at the end of
the period 20,421 138,142
Restricted cash held on deposits 12 125,000 125,000
------------------------------------------------ ------ ---------- ----------
Total cash and cash equivalents at the
end of the period, including restricted
cash 145,421 263,142
------------------------------------------------ ------ ---------- ----------
Notes to the Consolidated Financial Information
1. General Information
The Company is incorporated and registered in England and Wales
as a public limited company. The Company's registered number is
09976843 and its registered office is at Salisbury House, London
Wall, London 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 an investment
company, currently focused on acquiring a new business with
adequate scale and growth potential to be listed on the Standard
Listing of the London Stock Exchange.
The individual financial statements of the Company ("Company
financial statements") have been prepared in accordance with the
Companies Act 2006 which permits a Company that publishes its
Company and Group financial statements together, to take advantage
of the exemption in Section 408 of the Companies Act 2006, from
presenting to its members its Company Income Statement and related
notes that form part of the approved Company financial
statements.
2. Accounting Policies
The accounting policies set out below have been applied
consistently to all periods presented in these consolidated
financial statements.
The Group Financial statements are presented in US Dollars as
historically the entirety of the Company's operations have been
located in the United States.
Basis of Preparation
The Financial Statements have been prepared in accordance with
UK adopted International Accounting Standards ("IFRS") and the
requirements of the Companies Act applicable to companies reporting
under IFRS.
The Financial Statements are prepared on a going concern basis
and under the historical cost convention.
a. New standards, interpretations and amendments effective from 1 January 2022
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2022 that
had a significant effect on the Curzon Group's Financial
Statements.
b. New standards, interpretations and amendments not yet effective
At the date of authorisation of these Financial Statements, a
number of amendments to existing standards and interpretations,
which have not been applied in these Financial Statements, were in
issue but not yet effective for the year presented. The Directors
do not expect that the adoption of these standards will have a
material impact on the financial information of the Group in future
periods.
Basis of Consolidation
The Company was incorporated on 29 of January 2016; On 4 of
October 2017, it acquired Coos Bay Energy LLC. 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 was 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.
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 operations of the Company are currently being financed
by funds lent to the Company by Technology Metals Market Ltd.
("TM2"). On 19 April 2023, the Company announced that it had signed
a letter of intent with TM2 to potentially acquire a 100% interest
in a mining business of their choosing, with current plans focused
on an African based lithium company. In exchange for a period of
exclusivity in relation to this potential reverse takeover
transaction, TM2 has agreed to loan the Company a working capital
facility of GBP750,000 in the form of a one-year loan note,
carrying an annual interest rate of 10%. At this stage, there can
be no assurance that this transaction will be completed.
The Company further continues to rely on a US$1,000,000 credit
facility provided from a company related to the largest shareholder
that provides the Group up to US$500,000 minimum funding and an
additional US$500,000 at the discretion of the lender.
The Group believes that, based on the current low overhead
expenditure, the proceeds from the loans being provided by TM2 and
the undrawn amount of US$800,000 remaining on the US$1,000,000
credit facility will be sufficient for the Group to operate for a
period of 12 months from the date of the approval of these
Financial Statements.
The Group currently has no source of revenue and is reliant on
loans to continue to meet its overhead expenditures. The Group held
cash balances of US$20,421 as at 31 December 2022 and has
subsequently increased its borrowing capacity and current liquidity
through the extension and expansion of the funding agreement with
TM2.
The directors remain in discussions with the various creditors
of the Company regarding the forbearance of amounts payable until
the conclusion of the proposed RTO, with all creditors informally
agreeing to defer payment of amounts due until the transaction has
completed.
The Directors note that the Group will need additional funding
to continue operations for the foreseeable future and, together
with the above matters, this means there is a material uncertainty
as to the Group's ability to continue as a going concern. The
Directors are confident however that the Group will be able to
raise, as required, sufficient cash or reduce its commitments to
enable it to continue its operations, and to continue to meet, as
and when they fall due, its liabilities for at least the next 12
months from the date of approval of the Group Financial Statements.
The Group Financial Statements have, therefore, been prepared on
the going concern basis.
Functional Currency
Functional and Presentation Currency
The individual financial information of each Group entity is
measured in the currency of the primary economic environment in
which the entity operates (its functional currency). The Company's
functional currency is UK Pound Sterling (GBP). All other
companies, belonging to the Curzon Group, have US Dollar as their
functional currency. The Group Financial Statements are presented
in US Dollars ($).
Transactions and Balances
Transactions in foreign currencies are converted into the
respective functional currencies on initial recognition, using the
exchange rates approximating those ruling at the transaction dates.
Monetary assets and liabilities at the end of the reporting period
are translated at the rates ruling as of that date.
Non-monetary assets and liabilities are translated using
exchange rates that existed when the values were determined. All
exchange differences are recognised in profit or loss.
On consolidation, the assets and liabilities of the Group's
Pound Sterling operations are translated into the Group's
presentational currency (US Dollar) at exchange rates prevailing at
the reporting date. Income and expense items are translated at the
average exchange rates for the period unless exchange rates have
fluctuated significantly during the year, in which case the
exchange rate at the date of the transaction is used. All exchange
differences arising, if any, are recognised as other comprehensive
income and are transferred to the Group's foreign currency
translation reserve.
Rates applied in these Financial Statements:
2022 2021
------------------------------------- ------- -------
Closing USD/GBP rate at 31 December 1.2065 1.3489
Average USD/GBP rate for the year 1.2495 1.3775
-------------------------------------- ------- -------
Reclamation Costs
Where a material liability for the removal of production
facilities and site restoration at the end of the field life
exists, a provision for decommissioning is made. The amount
recognised is the present value of estimated future expenditure
determined in accordance with local conditions and requirements. An
asset of an amount equivalent to the provision is also created and
depreciated on a unit of production basis. Changes in estimates are
recognised prospectively, with corresponding adjustments to the
provision and the associated asset . At 31 December 2022 and 2021,
a provision has been recognised and set off against restricted cash
as permitted by IAS 32.
Impairment
Impairment of Financial Assets
All financial assets are assessed at the end of each reporting
period as to whether there is any objective evidence of impairment
as a result of one or more events having an impact on the estimated
future cash flows of the asset. For an equity instrument, a
significant or prolonged decline in the fair value below its cost
is considered to be objective evidence of impairment.
An impairment loss in respect of financial assets carried at
amortised cost is recognised in profit or loss and is measured as
the difference between the asset's carrying amount and the present
value of estimated future cash flows, discounted at the financial
asset's original effective interest rate.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through profit or loss to
the extent that the carrying amount of the financial asset at the
date the impairment is reversed does not exceed what the amortised
cost would have been had the impairment not been recognised.
When there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount
of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal
is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
Financial Instruments
Financial instruments are recognised in the statements of
financial position, when the Group has become a party to the
contractual provisions of the instruments.
Financial Assets
The Group classifies its financial assets as financial assets
carried at amortised cost, cash and cash equivalents and restricted
cash. Financial assets are initially measured at fair value and
subsequently carried at amortised cost.
Financial assets are derecognized, when the contractual rights
to receive cash flows from the financial assets have expired or
have been transferred and the Group has transferred substantially
all the risks and rewards of ownership. On de-recognition of a
financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other
comprehensive income is recognised in profit or loss.
Amortised Cost
These assets incorporate such types of financial assets, where
the objective is to hold these assets in order to collect
contractual cash flows and the contractual cash flows are solely
payments of principal and interest. 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 receivables are
recognised based on the simplified approach within IFRS 9, using a
provision matrix in the determination of the lifetime expected
credit losses. During this process, the probability of the
non-payment of the receivables is assessed. This probability is
then multiplied by the amount of the expected loss arising from
default to determine the lifetime expected credit loss for the
receivables. On confirmation that the receivable will not be
collectable, the gross carrying value of the asset is written off
against the associated provision.
Impairment provisions for receivables from related parties and
loans to related parties are recognised based on a forward-looking
expected credit loss model. The methodology, used to determine the
amount of the provision, is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial
asset, twelve month expected credit losses, along with gross
interest income, are recognised. For those for which credit risk
has increased significantly but not determined to be credit
impaired, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be
credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
The Group's financial assets, measured at amortised cost,
comprise other receivables and cash and cash equivalents in the
Consolidated Statement of Financial Position.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances,
bank overdrafts, deposits with financial institutions and
short-term, highly liquid investments that are readily convertible
to known amounts of cash and which are subject to an insignificant
risk of changes in value.
Restricted Cash
Restricted cash are funds held as a collateral related to
stand-by letters of credit related to the Group's oil and gas
properties. Such deposits are classified as non-current assets and
are not classified as part of cash and cash equivalents as these
deposits are not accessible by the Company for unrestricted use and
are not accessible for more than 3 months. More details on the
Group's restricted cash are given in the note 12 .
Financial Liabilities
Financial liabilities are recognised when the Group becomes a
party to the contractual provisions of the financial
instrument.
Financial instruments are classified as liabilities or equity in
accordance with the substance of the contractual arrangement.
Interest, dividends, gains and losses, relating to a financial
instrument classified as a liability, are reported as an expense or
income. Distributions to holders of financial instruments
classified as equity are charged directly to equity.
All financial liabilities are recognised initially at fair value
less financial costs and subsequently measured at amortised cost,
using the effective interest method other than those categorised as
fair value through the Statement of Comprehensive Income.
A financial liability is derecognised when the obligation under
the liability is discharged, cancelled or expires. When an existing
financial liability is replaced by another from the same party on
substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or
modification is treated as a de-recognition of the original
liability and the recognition of a new liability and the difference
in the respective carrying amounts is recognised in the Income
Statement.
Financial liabilities include the following items:
-- Bank borrowings are initially recognised at fair value net of
any transaction costs directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost, using the effective interest rate
method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability
carried in the consolidated statement of financial position. For
the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption as
well as any interest or coupon, payable while the liability is
outstanding;
-- Liability components of convertible loan notes are measured
as described further below;
-- Trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost, using the effective interest method.
Convertible Debt
The proceeds, received on issue of the Group's convertible debt,
are allocated into their liability and equity components. The
amount, initially attributed to the debt component, equals the
discounted cash flows, using a market rate of interest that would
be payable on a similar debt instrument that does not include an
option to convert. Subsequently, the debt component is accounted
for as a financial liability, measured at amortised cost until
extinguished on conversion or maturity of the bond. The remainder
of the proceeds is allocated to the conversion option and is
recognised as a separate equity component within shareholders'
equity, net of income tax effects.
Equity instruments
(Ordinary Shares)
Ordinary shares are classified as equity. Incremental costs,
directly attributable to the issue of new shares, are shown in
Share Premium account as a deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities, when
approved for distribution is allocated to the conversion option and
is recognised as a separate equity component within shareholders'
equity, net of income tax effects.
(Warrants)
Warrants classified as equity are recorded at fair value as of
the date of issuance on the Company's Consolidated Statement of
Financial Position and no further adjustments to their valuation
are made. Management estimates the fair value of these liabilities,
using option pricing models and assumptions that are based on the
individual characteristics of the warrants or instruments on the
valuation date as well as assumptions for future financings,
expected volatility, expected life, yield and risk-free interest
rate.
Taxation
Income tax for each reporting period comprises current and
deferred tax.
Current tax is the expected amount of income taxes, payable in
respect of the taxable profit for the year and is measured, using
the tax rates that have been enacted or substantively enacted at
the end of the reporting period.
Deferred tax is provided in full, using the liability method, on
temporary differences, arising between the tax bases of assets and
liabilities and their carrying amounts in the Group Financial
Statements.
Deferred tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent
that it is probable that future taxable profits will be available
against which the deductible temporary differences, unused tax
losses and unused tax credits can be utilised. The carrying amounts
of deferred tax assets are reviewed at the end of each reporting
period and reduced to the extent that it is no longer probable that
sufficient future taxable profits will be available to allow all or
part of the deferred tax assets to be utilised.
Deferred tax liabilities are recognised for all taxable
temporary differences other than those that arise from goodwill or
excess of the Group's interest in the net fair value of the
acquired Company's identifiable assets, liabilities and contingent
liabilities over the business combination costs or from 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 profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the period, when the asset is
realised or the liability is settled, based on the tax rates that
have been enacted or substantively enacted at the end of the
reporting period.
Deferred tax assets and liabilities are offset, when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred income taxes relate
to the same taxation authority.
Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that it has become
probable that future taxable profit will allow deferred tax assets
to be recovered.
Deferred tax, relating to items recognised outside profit or
loss, is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transactions either in
other comprehensive income or directly in equity.
Deferred tax assets and liabilities are recognized, where the
carrying amount of an asset or liability in the Consolidated
Statement of Financial Position differs from its tax base, except
for differences, arising on the initial recognition of goodwill,
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 joint arrangements, where the Group
is able to control the timing of the reversal of the difference and
it is probable that the difference will not reverse in the
foreseeable future.
Employee Benefits
Short-Term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and
non-monetary benefits are accrued in the period in which the
associated services are rendered by employees of the Group.
Post-Employment Benefits
The Group does not currently make provision for post-employment
benefits by way of pension plans or similar arrangements.
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized, when the Group has a present or
constructive obligation as a result of past events, when it is
probable that an outflow of resources, embodying economic benefits,
will be required to settle the obligation and when a reliable
estimate of the amount can be made. Provisions are reviewed at the
end of each financial reporting period and adjusted to reflect the
current best estimate. Where the effect of the time value of money
is material, the provision is the present value of the estimated
expenditure required to settle the obligation.
A contingent liability is a possible obligation that arises from
past events and whose existence will only be confirmed by the
occurrence of one or more uncertain future events not wholly within
the control of the Group. It can also be a present obligation
arising from past events that is not recognised because it is not
probable that an outflow of economic resources will be required or
the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the
notes to the Financial Statements. When a change in the probability
of an outflow occurs so that the outflow is probable, it will then
be recognised as a provision.
A contingent asset is a probable asset that arises from past
events and whose existence will be confirmed only by the occurrence
or non-occurrence of one or more uncertain events not wholly within
the control of the Group. The Group does not recognise contingent
assets but discloses its existence, where inflows of economic
benefits are probable, but not virtually certain.
Share-Based Payment Arrangements
Equity-settled share-based payments to employees and others,
providing similar services, are measured at the fair value of the
equity instruments at the grant date. Details regarding the
determination of the fair value of equity-settled share-based
transactions are set out in note 18 to the Group Financial
Statements.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Directors' estimate of
equity instruments that will eventually vest, with a corresponding
increase in equity. Where the conditions are non-vesting, the
expense and equity reserve, arising from share-based payment
transactions is recognised in full immediately on grant.
At the end of each reporting period, the Directors revise their
estimate of the number of equity instruments expected to vest. The
impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to
other reserves.
Operating Segments
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses. The results of an operating segment are reviewed
regularly by the chief operating decision maker to make decisions
about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is
available.
Summary of Critical Accounting Estimates and Judgments
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 accounting policies, which
are detailed above. These judgments are continually evaluated by
the Directors and management and are based on historical experience
and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The key estimates and underlying assumptions, concerning the
future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial period are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that
period or in the period of the revision and future periods if the
revision affects both current and future periods.
The prime areas, involving a higher degree of judgment or
complexity, where assumptions and estimates are significant to the
Financial Statements, are as follows:
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. See
Going Concern section for more details.
The Group Financial Statements do not include the adjustments
that would result if the Group were not to continue as a going
concern.
3. Segmental Analysis
IFRS 8 "Operating Segments" requires operating segments to be
identified on the basis of internal reports about components of the
Group that are regularly reviewed by the chief operating decision
maker (which takes the form of the Directors) as defined in IFRS 8
"Operating Segments", in order to allocate resources to the segment
and to assess its performance.
The principal activity of the Company is that of an investment
company, currently focused on acquiring a new business with
adequate scale and growth potential to operate successfully on the
Standard List of the London Stock Exchange. At 31 December 2022 and
31 December 2021, the Directors consider there is one reportable
operating segment. Accordingly, an analysis of segment profit or
loss, segment assets, segment liabilities and other material items
has not been presented.
The Group operates in one geographic area, being the USA. All
intangible assets and operating assets and liabilities are located
in the USA, excluding cash and cash equivalents, which are
currently kept and managed from the UK head office. The management
does not consider the UK to be a separate operating segment. The
Group has not yet commenced production and therefore has no
revenue.
4. Loss for the Year Before Taxation
Loss before tax is stated after charging
/ (crediting): 2022 2021
US$ US$
----------------------------------------------------------------------- ------- -------
Auditor's remuneration:
* fees payable to the Company's auditor for the audit
of the consolidated and Company financial statements 46,230 34,438
Foreign currency translation (gain) (235) 6,511
------------------------------------------------------------------------ ------- -------
5. Directors and Staff
There were no staff employed by the Group during the years ended
31 December 2022 and 31 December 2021, except for one Director, Mr
Scott Kaintz, who was employed by the Company from 27 June
2018.
Remuneration of Key Management Personnel
The following table sets forth the compensation awarded, paid to
or earned by each Director during 2020:
Social Share-based
Directors' security Payments Total
fees costs Total cash-compensation (options) compensation
2022 US$ US$ US$ US$ US$
------------------------------- ----------- ---------- ------------------------ ------------ --------------
John McGoldrick 62,473 - 62,473 - 62,473
Scott Kaintz 149,935 17,243 167,178 - 167,178
Owen May 31,236 - 31,236 - 31,236
------------------------------- ----------- ---------- ------------------------ ------------ --------------
Total Directors' compensation 243,644 17,243 260,887 - 260,887
------------------------------- ----------- ---------- ------------------------ ------------ --------------
Social Share-based
Directors' security Payments Total
fees costs Total cash-compensation (options) compensation
2021 US$ US$ US$ US$ US$
------------------------------- ----------- ---------- ------------------------ ------------ --------------
John McGoldrick 68,876 - 68,876 - 68,876
Scott Kaintz 151,528 13,219 164,747 - 164,747
Owen May 34,438 - 34,438 - 34,438
------------------------------- ----------- ---------- ------------------------ ------------ --------------
Total Directors' compensation 254,842 13,219 268,061 - 268,061
------------------------------- ----------- ---------- ------------------------ ------------ --------------
John McGoldrick has, through agreement with the Company, agreed
to defer payment of the majority of his Director's compensation
from 2017 to 2022 until the completion of the RTO, which at 31
December 2022 totaled US$280,511 and has been recognized in other
payables at the reporting date.
Owen May has, through agreement with the Company, agreed to
defer payment of the majority of his Director's compensation from
2018 to 2022 until the completion of the RTO, which at 31 December
2022 totaled US$106,071 and has been recognized in other payables
at the reporting date.
As at 31 December 2022, Scott Kaintz was owed US$144,780 in
unpaid salary (31 December 2021: US$67,400).
6. Administrative Expenses
2022 2021
US$ US$
----------------------------------- --- -------- --------
Staff costs
Directors' salaries 243,644 254,842
Employers NI 17,243 13,219
Consultants 26,239 22,729
Professional services
Accounting, audit & taxation 89,220 90,527
Legal 4,702 -
Marketing 14,816 14,447
Other - 440
Regulatory compliance 2,349 63,298
Standard Listing Regulatory Costs - 48,351
Travel 12,310 -
Business development - -
Office and Admin
General 32,865 11,716
IT costs 2,293 -
Temporary storage and office rent 27,406 7,199
Insurance 36,271 43,097
---------------------------------------- -------- --------
Total administrative costs 509,358 569,865
---------------------------------------- -------- --------
7. Finance Expense (net)
2022 2021
US$ US$
------------------------------------------ -------- --------
Foreign exchange loss/(gain) (235) 6,511
Interest expense on promissory notes and
other short-term loans 191,970 159,087
------------------------------------------- -------- --------
Total finance expense 191,735 165,598
------------------------------------------- -------- --------
8. Taxation
The Group has made no provision for taxation as it has not yet
generated any taxable income. A reconciliation of income tax
expense, applicable to the loss before taxation at the statutory
tax rate to the income tax expense at the effective tax rate of the
Group, is as follows:
2022 2021
US$ US$
-------------------------------------------- ---------- ----------
Loss before tax (701,093) (860,463)
--------------------------------------------- ---------- ----------
UK corporation tax credit at 19.00% (2021:
19.00%) (133,208) (163,488)
Effect of non-deductible expense - -
Differences in overseas tax rates (961) (2,916)
Effect of tax benefit of losses carried
forward 134,169 166,404
--------------------------------------------- ---------- ----------
Current tax (credit) - -
--------------------------------------------- ---------- ----------
As at 31 December 2022, the tax effects of temporary timing
differences, giving rise to deferred tax assets, was US$1,717,984
(2021: US$1,583,815 ).
A deferred tax asset in respect of these losses and temporary
differences has not been established as the Group has not yet
generated any revenues and the Directors have, therefore, assessed
the likelihood of future profits being available to offset such
deferred tax assets to be uncertain.
9. L oss Per Share
The basic loss per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Company by the
weighted average number of shares in issue.
Diluted loss per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Company by the
weighted average number of shares in issue plus the weighted
average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary
shares.
The following reflects the loss and share data used in the basic
and diluted loss per share computations:
2022 2021
--------------------------------------------------- ----------- -----------
(Loss) after tax attributable to the shareholders
of the parent (US$) (701,093) (860,463)
Weighted average number of ordinary shares
of GBP0.01 in issue used calculation of
in basic and diluted EPS 99,639,565 99,639,565
(Loss) per share - basic and fully diluted
(US$) (0.007) (0.009)
---------------------------------------------------- ----------- -----------
At 31 December 2022 and 31 December 2021, the effect of all
potential ordinary shares and contingently issuable shares, that
are presented in the table below, was anti-dilutive as it would
lead to a further reduction of loss per share, therefore, these
instruments were not included in the diluted loss per share
calculation.
2022 2021
Number Number
----------------------------------------------- ----------- -----------
Share options granted to employees - fully
vested at the end of the respective period - 280,854
Warrants given to shareholders as a part
of placing equity instruments - fully vested
at the end of the respective period 18,606,594 18,606,594
------------------------------------------------ ----------- -----------
Total instruments fully vested 18,606,594 18,887,448
------------------------------------------------ ----------- -----------
Total number of instruments and potentially
issuable instruments (vested and not vested)
not included into the fully diluted EPS
calculation 18,606,594 18,887,448
------------------------------------------------ ----------- -----------
10. Intangible Assets
2022 2021
Exploration and evaluation expenditure US$ US$
------------------------------------------- ------------- -------------
Cost:
At the beginning of the year 24,716,316 24,716,316
Additions - exploration costs capitalised - -
------------------------------------------- ------------- -------------
At the end of the year 24,716,316 24,716,316
-------------------------------------------- ------------- -------------
Impairment provision:
At the beginning of the year (24,716,316) (24,716,316)
Provision for the year - -
------------------------------------------- ------------- -------------
At end of the year (24,716,316) (24,716,316)
-------------------------------------------- ------------- -------------
Net Book Value - -
-------------------------------------------- ------------- -------------
Environmental Matters
The Group has established procedures for a continuing evaluation
of its operations to identify potential environmental exposures and
to assure compliance with regulatory policies and procedures. The
Directors monitor these laws and regulations and periodically
assesses the propriety of its operational and accounting policies
related to environmental issues. The nature of the Group's business
requires routine day-to-day compliance with environmental laws and
regulations. The Group has incurred no material environmental
investigation, compliance or remediation costs for each of the
years ended 31 December 2022 and 31 December 2021. The Directors
are unable to predict whether the Group's future operations will be
materially affected by these laws and regulations. It is believed
that legislation and regulations, relating to environmental
protection will not materially affect the results of operations of
the Group.
11. Subsidiary Undertakings
The Group has the following subsidiary undertakings:
Country Proportion held
Name of incorporation Issued capital by Group Activity
------------------- ------------------ --------------- ---------------- ----------------
Coos Bay Energy Membership
LLC USA interests 100% Holding company
Westport Energy
Acquisitions Inc. USA Shares 100% Holding company
Westport Energy Membership Oil and gas
LLC USA interests 100% exploration
------------------- ------------------ --------------- ---------------- ----------------
Coos Bay Energy LLC is a limited liability corporation
incorporated in Nevada, USA whose registered office is 1370 Crowley
Avenue SE, Portland, Oregon 97302, USA.
Westport Energy Acquisition Inc. was incorporated in May 2010 in
Delaware, USA. Its registered office is located at 100 Overlook
Center, 2nd Floor, Princeton Junction, NJ 08540, USA.
Westport Energy LLC was incorporated in December 2008 in
Delaware, USA. Its registered office is located at 100 Overlook
Center, 2nd Floor, Princeton Junction, NJ 08540, USA.
12. Restricted Cash
Restricted cash of US$125,000 comprises funds held as collateral
to support stand-by letters of credit related to the Group's oil
and gas properties. The letters of credit secure the reclamation
obligations under the leases and state law. The cash can be taken
by Umpqua Bank in the event the letters of credit are drawn on by
the State of Oregon, Department of Geology & Mineral Industries
(DOGAMI). The cash is held in the form of a Certificate of Deposit.
In 2022 the Group recognised a provision for reclamation
obligations equivalent to the entire restricted cash balance in
recognition of the fact that recovery of these funds may only be
possible following completion of reclamation work on these oil and
gas properties. This provision has been offset against the
restricted cash balance as permitted by IAS 32.
13. Prepayments and Other Receivables
2022 2021
US$ US$
----------------------------------------- ------- -------
VAT recoverable 1,744 8,404
Other debtors 28,084 35,654
------------------------------------------ ------- -------
Total prepayments and other receivables 29,828 44,058
------------------------------------------ ------- -------
The fair value of receivables and deposits approximates their
carrying amount as the impact of discounting is not significant.
The receivables are not impaired and are not past due.
14. Cash and Cash Equivalents
For the purpose of the Statements of Financial Position, cash
and cash equivalents comprise the following:
2022 2021
US$ US$
-------------------------- ------- --------
Cash in hand and at bank 20,421 138,142
--------------------------- ------- --------
15. Trade and Other Payables
2022 2021
US$ US$
------------------------------------------------ -------- --------
Trade and other payables 283,587 734,146
Accruals 628,934 33,724
------------------------------------------------- -------- --------
Total financial liabilities, excluding
loans and borrowings, classified as financial
liabilities measured at amortised cost 912,521 767,870
------------------------------------------------- -------- --------
Other payables - tax and social security
payments - 6,721
------------------------------------------------- -------- --------
Total trade and other payables 912,521 774,591
------------------------------------------------- -------- --------
16. Borrowings
Details of the notes and borrowings originated by the Group are
disclosed in the table below:
Origination Contractual Original Annual Status at
date settlement note value interest 31 December
date in original rate 2022
currency Security
------------------- ------------- ---------------------- ------------- ---------- -------------- -------------
22 Sept Conversion/Repayment
C4 Energy Ltd 2017 at RTO date $200,000 15% unsecured Outstanding
Conversion
Bruce Edwards 1 Sep 2017 at RTO date $100,000 15% unsecured Outstanding
100% interest
HNW Investor 1 July Conversion/Repayment in Coos
Group 2019 at RTO date GBP263,265 13% Bay LLC Outstanding
Sun Seven Stars
Investment 13 Mar Conversion/Repayment
Group ("SSSIG") 2020 at RTO date GBP260,000 10% unsecured Outstanding
Poseidon Plastics 2 February Conversion/Repayment
Limited ("PPL") 2021 at RTO date GBP590,000 10% unsecured Outstanding
------------------- ------------- ---------------------- ------------- ---------- -------------- -------------
No interim payments are required under the promissory notes, as
the payment terms require the original principal amount of each
note and all accrued interest thereon, to be paid in single lump
payments at the time of the completion of a reverse takeover.
2022 2021
US$ US$
--------------------------------------------- ---------- ----------
At 1 January 1,935,919 1,183,018
Received during the year 184,693 619,886
Interest accrued during the year 190,175 158,564
Exchange rate differences (176,995) (25,549)
---------------------------------------------- ---------- ----------
Short-term loans and borrowings 31 December 2,133,832 1,935,919
---------------------------------------------- ---------- ----------
Reconciliation of Liabilities Arising from Financing
Activities
Cash flows
Proceeds Non-cash Non-cash
from new flow Forex flow Interest 31 Dec
31 Dec 2021 borrowings movement accrued 2022
---------------------------- ------------ ------------ ------------ --------------- ----------
HNW Investor Group 435,950 - (47,504) 42,762 431,208
C4 Energy Ltd. 292,378 - - 30,000 322,378
Bruce Edwards 162,350 - - 15,000 177,349
Sun Seven Stars
Investment Group
("SSSIG") 408,251 - (44,226) 32,486 396,510
Poseidon Plastics
Ltd ("PPL") 636,991 184,693 (85,225) 69,927 806,387
---------------------------- ------------ ------------ ------------ --------------- ----------
Total liabilities
from financing activities 1,935,920 184,693 (176,955) 190,175 2,133,832
---------------------------- ------------ ------------ ------------ --------------- ----------
Reconciliation of Liabilities Arising from Financing
Activities
Cash flows
Proceeds Non-cash Non-cash
31 Dec from new flow Forex flow Interest 31 Dec
2020 borrowings movement accrued 2021
---------------------------- ---------- ------------ ------------ --------------- ----------
HNW Investor Group 395,060 - (6,225) 47,145 435,950
C4 Energy Ltd. 262,378 - - 30,000 292,378
Bruce Edwards 147,350 - - 15,000 162,350
Sun Seven Stars
Investment Group
("SSSIG") 378,230 - (5,795) 35,816 408,251
Poseidon Plastics
Ltd ("PPL") - 619,886 (13,499) 30,604 636,991
---------------------------- ---------- ------------ ------------ --------------- ----------
Total liabilities
from financing activities 1,183,018 619,886 (25,519) 158,565 1,935,920
---------------------------- ---------- ------------ ------------ --------------- ----------
17. Share Capital
Authorised Share Capital
As permitted by the Companies Act 2006, the Company does not
have an authorised share capital. The Company has one class of
ordinary shares, which carry no right to fixed income. The ordinary
shares carry the right to one vote per share at General Meetings of
the Company and the rights to share in any distribution of profits
or returns of capital and to share in any residual assets available
for distribution in the event of a winding up.
Issued Equity Share Capital
Ordinary shares, Deferred shares, Share capital,
number number US$
---------------------- ----------------- ----------------- ---------------
At 1 January 2021 99,639,565 83,032,971 1,105,547
---------------------- ----------------- ----------------- ---------------
At 31 December 2021 99,639,565 83,032,971 1,105,547
---------------------- ----------------- ----------------- ---------------
At 31 December 2022 99,639,565 83,032,971 1,105,547
---------------------- ----------------- ----------------- ---------------
Number
Ordinary
Number Number shares
Ordinary Deferred Share of GBP0.01 Share
shares of shares Capital, before Capital,
GBP0.0001 of GBP0.0099 US$ subdivision US$
------------------------------ ------------- -------------- ---------- ------------- ----------
Issued and fully paid
Existing Ordinary Shares
of GBP0.01 each immediately
before subdivision - - - 83,032,972 1,103,457
After subdivision*:
New Ordinary shares of
GBP0.0001 each 83,032,972 - 11,035 - -
Deferred Shares of GBP0.0099
each - 83,032,971 1,092,422 - -
Post reorganization issue
of shares 16,606,594 - 2,090 - -
------------------------------ ------------- -------------- ---------- ------------- ----------
Total Share Capital 99,639,565 83,032,971 1,105,547 - -
------------------------------ ------------- -------------- ---------- ------------- ----------
*On 6 May 2020, the Company's shareholders approved the
subdivision and re-designation of the 83,032,971 Existing Ordinary
Shares ("Existing Ordinary Shares") of GBP0.01 each in the capital
of the Company into (i) 83,032,971 New Ordinary Shares ("New
Ordinary Shares") of GBP0.0001 each and (ii) 83,032,971 Deferred
Shares ("Deferred Shares") of GBP0.0099 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.
18. Share Based Payments
Employee Share Options
At 31 December 2022, the Company had no outstanding options to
subscribe for ordinary shares.
2022 2021
---------------------- ---------------------
Weighted Weighted
average average
exercise Number exercise
Number of price of price
options GBP options GBP
--------------------------------- ---------- ---------- --------- ----------
Outstanding at the beginning of
the period 280,854 0.10 280,854 0.10
Expired in the period (280,854) 0.10 - -
--------------------------------- ---------- ---------- --------- ----------
Outstanding at the end of the
period - - 280,854 0.10
--------------------------------- ---------- ---------- --------- ----------
Vested and exercisable at the
end of the period - - 280,854 0.10
--------------------------------- ---------- ---------- --------- ----------
During the financial year, no options (2021: none) were granted.
The weighted average fair value of each option granted during the
year was GBPnil (2021: nil).
The exercise price of options outstanding on 31 December 2022
was GBPnil (31 December 2021: GBP0.1). Their weighted average
remaining contractual life was nil years (2021: 0.75 years).
No options were exercised during the reporting year (2021:
nil).
Warrants
On 31 December 2022, there were no warrants in issue.
2022 2021
Number of Number of
warrants warrants
Outstanding at the beginning of the period 18,606,594 20,612,925
Granted during the period - -
Lapsed during the period (18,606,594) (2,006,331)
Exercised during the period - -
-------------------------------------------- ------------- ------------
Outstanding at the end of the period - 18,606,594
-------------------------------------------- ------------- ------------
Vested and exercisable at the end of the
period - 18,606,594
-------------------------------------------- ------------- ------------
The exercise price of warrants, outstanding on 31 December 2022
was GBPnil (2021: ranged between GBP0.011 and GBP0.015). Their
weighted average remaining contractual life was nil years (2021:
0.45 years).
The weighted average share price (at the date of exercise) of
warrants exercised during the year was nil (2021: nil) as no
warrants were exercised.
Calculation of volatility involves significant judgement by the
Directors due to the absence of the historical trading data for the
Company at the date of the grant. Volatility number above was
estimated based on the range of 5-year month end volatilities of 10
similar sized listed companies operating in the Oil and Gas
sector.
19. Reserves
Share Premium
The share premium account represents the excess of consideration
received for shares issued above their nominal value net of
transaction costs.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses
that have arisen from the retranslation of operations with a
functional currency, which differs to the presentation
currency.
Retained Earnings
Retained earnings represent the cumulative profit and loss net
of distributions to owners.
Warrants Reserve
The warrants reserve represents the cumulative fair value of the
warrants, granted to the investors together with placement
shares.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge
for options granted.
Merger Reserve
The merger reserve represents the cumulative share capital and
membership capital contributions of all the companies included into
the legal acquire sub-group less cost of investments into these
legal acquirees.
20. Financial Instruments - Risk Management
General Objectives, Policies and Processes
The overall objective of the Directors is to set policies that
seek to reduce risk as far as possible without unduly affecting the
Group's competitiveness and flexibility. Further details regarding
these policies are set out below.
The Directors review the Group's monthly reports through which
they assess the effectiveness of the processes put in place and the
appropriateness of the objectives and policies it sets.
Categories of Financial Assets and Liabilities
The Group's activities are exposed to a variety of market risk
(including currency risk) and liquidity risk. The Group's overall
financial risk management policy focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects
on its financial performance.
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
-- other receivables;
-- cash and cash equivalents;
-- trade and other payables; and
-- borrowings.
The carrying value of financial assets and financial
liabilities, maturing within the next 12 months, approximates their
fair value due to the relatively short-term maturity of the
financial instruments.
The Group had no financial assets or liabilities carried at fair
values at the end of each reporting date.
A summary of the financial instruments held by category is
provided below:
2022 2021
US$ US$
--------------------------- ---------- ----------
Financial assets
Cash and cash equivalents 20,421 138,142
Other receivables - -
Restricted cash* 125,000 125,000
---------------------------- ---------- ----------
Financial liabilities
Trade payables 283,587 292,592
Accruals 628,934 481,999
Short-term borrowings 2,133,832 1,935,919
---------------------------- ---------- ----------
*Note that the restricted cash balance has been impaired to nil
in the current year, see note 12 for further details.
Credit Risk
The Group's exposure to credit risk, or the risk of
counterparties defaulting, arises mainly from notes and other
receivables. The Directors manage the Group's exposure to credit
risk by the application of monitoring procedures on an ongoing
basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing
exclusively with high credit rating counterparties.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk
exposure to any single counterparty or any group of counterparties
having similar characteristics. The Directors define major credit
risk as exposure to a concentration exceeding 10% of a total class
of such asset.
The Company maintains its cash reserves in Barclays Bank UK PLC,
which maintains the following credit ratings:
Credit Agency Standard and Moody's Fitch R&I
Poor's
Long Term A/Positive A1/Negative A+/Stable A+/Stable
------------- ------------ ---------- ----------
Short Term A-1 P-1 F1 N/A
------------- ------------ ---------- ----------
Unsupported Group Credit bbb+ baa3 a N/A
/Baseline Credit Assessment/Viability
Rating
------------- ------------ ---------- ----------
Exposure to Credit Risk
The Group is exposed to the credit risk of the US Specialty
Insurance Company, currently holding a US$125,000 bond on behalf of
the Company's Coos Bay Energy LLC subsidiary. Note that this
balance has been impaired to nil in the current year, see note 12
for further details.
Market Risk - Interest Rate Risk
Borrowings issued at fixed rates expose the Group to fair value
interest rate risk. The Directors' policy is to maintain a majority
of the Group's borrowings in fixed rate instruments. The Directors
have analysed the Group's interest rate exposure on a dynamic
basis. This takes into consideration refinancing, renewal of
existing positions and alternative financing. Based on these
considerations, the Directors believe the Group's exposure to cash
flow and fair value interest rate risk is not significant.
Market Risk - Currency Risk
Currency risk is the risk that the value of financial
instruments will fluctuate due to changes in foreign exchange
rates. Currency risk arises when future commercial transactions and
recognised assets and liabilities are denominated in a currency
that is not the Company's (Pound Sterling, GBP) or its
subsidiaries' functional currency (US$). The Group is exposed to
foreign exchange risk, arising from currency exposures primarily
with respect to the UK Pound Sterling (GBP). The Directors monitor
the exchange rate fluctuations on a continuous basis and act
accordingly. The following sensitivity analysis shows the effects
on loss before tax of 10% increase/decrease in the exchange rates
of the US$ versus closing exchange rates of UK Pound Sterling as at
31 December 2022:
+10% -10%
US$ US$
----------------- ----------------- -----------------
Loss before tax Increase in loss Decrease in loss
by US$70,673 by US$70,673
----------------- ----------------- -----------------
2022 2022 2022 2021 2021 2021
Assets and liabilities
by currency of denomination,
al numbers are presented GBP Total GBP Total
in US$ US$ In US$ US$ US$ In US$ US$
------------------------------- -------- ---------- ---------- -------- ---------- ----------
Financial assets
Cash and cash equivalents 53 20,356 20,410 8,931 129,211 138,142
Other receivables - - - - - -
Restricted cash* - - - 125,000 - 125,000
------------------------------- -------- ---------- ---------- -------- ---------- ----------
Financial liabilities
Trade payables 73,917 209,671 283,587 48,918 243,674 292,592
Accruals - 628,934 628,934 - 481,999 481,999
Short-term borrowings 499,727 1,634,105 2,133,832 454,726 1,481,193 1,935,919
------------------------------- -------- ---------- ---------- -------- ---------- ----------
* Note that the restricted cash balance has been impaired to nil
in the current year, see note 12 for further details.
Liquidity Risk
The Group currently holds cash balances to provide funding for
normal trading activity. Trade and other payables and short-term
borrowings are monitored as part of normal management routine and
all amounts outstanding fall due in one year or less. Borrowings
are conducted in both US$ and UK Pound Sterling and as such the
Company monitors fluctuations that may impact both present and
future liquidity levels.
Capital Management
The Group defines capital as the total equity of the Group. The
Directors' objectives, when managing capital, are to safeguard its
ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of
capital.
To meet these objectives, the Directors review the budgets and
projections on a regular basis to ensure there is sufficient
capital to meet the needs of the Group through to profitability and
positive cash flow.
The capital structure of the Group consists of shareholders'
equity as set out in the consolidated statement of changes in
equity. All working capital requirements are financed from existing
cash resources and borrowings.
Whilst the Group does not currently have distributable profits,
it is part of the capital strategy to provide returns for
shareholders and benefits for members in the future.
Capital for further development of the Group's activities will,
where possible, be achieved by share issues or other finance as
appropriate.
In order to maintain or adjust the capital structure, the
Directors may return capital to shareholders, issue new shares or
sell assets to reduce debt. It also ensures that distributions to
shareholders do not exceed working capital requirements.
Fair Value Hierarchy
All the financial assets and financial liabilities, recognised
in the Group Financial Statements, are shown at the carrying value,
which also approximates the fair values of those financial
instruments. Therefore, no separate disclosure for fair value
hierarchy is required.
21. Related Party Transactions
Balances and transactions between the Company and its
subsidiaries, Coos Bay Energy LLC, Westport Energy Acquisition Inc.
and Westport Energy LLC are eliminated on consolidation and are not
disclosed in this note. Balances and transactions between the Group
and other related parties are disclosed below.
The Group has a loan arrangement with Poseidon Plastics Limited,
a company in which John McGoldrick is also a director. See note 16
for further details.
During the year, the Group and Company was charged GBP15,000
(2021: GBP8,208) in rental recharges for utilized office space from
Corcel plc, a company in which Scott Kaintz is also a director. As
at 31 December 2022 the Group and Company owed GBP28,114 to Corcel
plc for such charges (2021: GBP13,354).
Remuneration of Directors
The remuneration of the senior Executive Management Committee
members, who are the key management personnel of the Group, is set
out in aggregate for each of the categories specified in IAS 24
"Related Party Disclosures" in note 5 .
22. Events After the Reporting Period
Transaction Termination and LOI with TM2
On 18 April 2023, the Company announced that it had notified
Poseidon Enhanced Technologies of its intention to terminate
discussions regarding a RTO of Curzon by PET, as originally
announced on 3 February 2021. The Company further announced that it
has signed an LOI with Technology Metals Market Limited ("TM2"), to
provide a working capital facility of GBP750,000 to fund Curzon to
conduct due diligence and ultimately progress a RTO of Curzon by a
designated target by TM2, currently expected to be in the lithium
space. TM2 would be able to fund ongoing exclusivity of Curzon by
drawdowns on the offered facility.
Company Statement of Financial Position
as at 31 December 2022
Notes 2022 2021
GBP GBP
--------------------------------------------------- ------ ------------ ------------
Assets
--------------------------------------------------- ------ ------------ ------------
Current assets
Trade and other receivables 28 24,722 3 2,662
Cash and cash equivalents 29 16,926 102,408
--------------------------------------------------- ------ ------------ ------------
Total current assets 41,648 135,070
--------------------------------------------------- ------ ------------ ------------
Total assets 41,648 135,070
--------------------------------------------------- ------ ------------ ------------
Liabilities
Current liabilities
Trade and other payables 30 695,072 537,959
Borrowings 31 1,768,614 1,435,141
--------------------------------------------------- ------ ------------ ------------
Total liabilities 2,463,686 1,973,100
--------------------------------------------------- ------ ------------ ------------
Capital and reserves attributable to shareholders
Share capital 32 831,990 831,990
Share premium 32 2,718,932 2,718,932
Share-based payments reserve 355,269 355,269
Warrants reserve 289,481 289,481
Merger relief reserve 2,800,000 2,800,000
Accumulated losses (9,417,709) (8,833,702)
--------------------------------------------------- ------ ------------ ------------
Total capital and reserves (2,422,037) (1,838,030)
--------------------------------------------------- ------ ------------ ------------
Total equity and liabilities 41,649 135,070
--------------------------------------------------- ------ ------------ ------------
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has
not presented its own income statement or statement of
comprehensive income. The Company's loss for the financial year was
GBP584,007 (2021: GBP538,176). The Company's total comprehensive
loss for the financial year was GBP584,007 (2021: GBP538,176).
The Financial Statements were approved by the Board of Directors
and authorised for issue on 27 April 2023 and are signed on its
behalf by:
John McGoldrick
Director
The notes to the Company Statement of Financial Position form
part of these Financial Statements.
Company Statement of Changes in Equity
Share-based Merger
Share Share payments Warrants relief Accumulated
capital Premium reserve reserve reserve loss Total
GBP GBP GBP GBP GBP GBP GBP
----------------------- --------- ---------- ------------ --------- ---------- ------------ ------------
Equity at 1 January
2021 831,991 2,718,931 355,269 289,481 2,800,000 (8,295,526) (1,299,854)
Loss for the year
2021 - - - - - (538,176) (538,176)
----------------------- --------- ---------- ------------ --------- ---------- ------------ ------------
Total comprehensive
loss for the year
2021 - - - - - (538,176) (538,176)
----------------------- --------- ---------- ------------ --------- ---------- ------------ ------------
Equity at 31 December
2021 831,991 2,718,931 355,269 289,481 2,800,000 (8,833,702) (1,838,030)
----------------------- --------- ---------- ------------ --------- ---------- ------------ ------------
Loss for the year
2022 - - - - - (584,007) (584,007)
----------------------- -------- ---------- -------- -------- ---------- ------------ ------------
Total comprehensive
loss for the year
2022 - - - - - (584,007) (584,007)
----------------------- -------- ---------- -------- -------- ---------- ------------ ------------
Equity at 31 December
2022 831,991 2,718,931 355,269 289,481 2,800,000 (9,417,709) (2,422,037)
----------------------- -------- ---------- -------- -------- ---------- ------------ ------------
Company Statement of Cash Flows
for the Year Ended 31 December 2021
Notes 2022 2021
GBP GBP
-------------------------------------------- ------- ---------- ----------
Cash flow from operating activities
Loss before taxation (584,007) (538,176)
Adjustments for:
Finance expense 153,643 115,488
Finance income - -
Impairment of loans and receivables 18,378 9,596
Unrealised foreign exchange movements 40,968 4,727
----------------------------------------------------- ---------- ----------
Operating cashflows before working capital
changes (371,018) (408,365)
----------------------------------------------------- ---------- ----------
Changes in working capital:
Increase in payables 157,113 38,375
(Increase)/decrease in receivables 7,939 (2,162)
----------------------------------------------------- ---------- ----------
Net cash used in operating activities (205,966) (372,152)
----------------------------------------------------- ---------- ----------
Financing activities
Issue of ordinary shares, net of share
issue costs - -
Proceeds from new borrowings 140,000 450,000
Interest paid (1,138) (358)
Advances granted to subsidiaries (18,378) (9,596)
----------------------------------------------------- ---------- ----------
Net cash flow from financing activities 120,484 440,046
----------------------------------------------------- ---------- ----------
Net increase/(decrease) in cash and cash
equivalents in the period (85,482) 67,894
----------------------------------------------------- ---------- ----------
Cash and cash equivalents at the beginning
of the period 102,408 34,514
----------------------------------------------------- ---------- ----------
Cash and cash equivalents at the end of
the period 16,926 102,408
----------------------------------------------------- ---------- ----------
Notes to the Company Financial Statements
23. Significant Accounting Policies
The separate Financial Statements of the Company are presented
as required by the Companies Act 2016 ("the Act"). As permitted by
the Act, the separate Financial Statements have been prepared in
accordance with UK adopted International Accounting Standards.
The Financial Statements have been prepared on the historical
cost basis. The principal accounting policies adopted are the same
as those set out in note 2 to the Consolidated Financial Statements
except as noted below.
The presentational currency of the Company financial statements
is UK Pounds Sterling, being the functional currency of the Company
given its operations are entirely within the United Kingdom.
Investments in Subsidiaries
Investments in subsidiaries are carried at cost and are
regularly reviewed for impairment if there are any indications that
the carrying value may not be recoverable.
Receivables from Subsidiaries
Impairment provisions for receivables from related parties and
loans to related parties are recognized, based on a forward-looking
expected credit loss model. The methodology, used to determine the
amount of the provision, is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross
interest income are recognised. For those for which credit risk has
increased significantly but not determined to be credit impaired,
lifetime expected credit losses along with the gross interest
income are recognised. For those that are determined to be credit
impaired, lifetime expected credit losses along with interest
income on a net basis are recognised.
Critical Accounting Judgments and Key Sources of Estimation
Uncertainty
The Company's Financial Statements, and in particular its
investments in and receivables from subsidiaries, are affected by
the critical accounting judgments and key sources of estimation
uncertainty in respect of going concern judgements which are more
fully described in note 2 to the Consolidated Financial
Statements.
24. Auditor's Remuneration
The auditor's remuneration for audit and other services is
disclosed in note 4 to the Consolidated Financial Statements.
25. Directors and Staff
Scott Kaintz, Executive Director of the Company, has been the
only employee of the Company in the reporting year after he was
employed on 27 June 2018 and to date.
Key management remuneration is disclosed in note 5 to the
Consolidated Financial Statements.
26. Administrative Expenses
2022 2021
GBP GBP
--------------------------------------- -------- --------
Staff costs 229,800 217,596
Standard Listing Regulatory Costs 1,880 45,951
Professional and consultancy fees 82,858 91,178
Other general administrative expenses 54,675 43,860
---------------------------------------- -------- --------
Total 369,212 398,585
---------------------------------------- -------- --------
27. Receivables from Subsidiaries and Related Party Transactions
2022 2021
GBP GBP
---------------------------- ----- -----
Loans to subsidiaries - -
---------------------------- ----- -----
Total loans to subsidiaries - -
---------------------------- ----- -----
During the year ended 31 December 2022, the Company recognised
expected credit losses in relation to the intercompany loans in the
amount of GBP18,378 (2021: GBP19,378). This relates to the
write-off of the Company's Coos Bay coal bed methane project in
full, due primarily to the lack of capital currently available to
advance the project.
During the year ended 31 December 2022, the maximum amount owed
by the subsidiary to the Company was GBP18,378 (2021: GBP19,378).
The related party loans are unsecured and are repayable at the time
of completion of a reverse takeover. In prior years interest was
receivable at a rate of 9%. No interest has been charged for the
year ended 31 December 2022. At 31 December 2022, GBP39,368 (2021:
GBP39,368) was accrued and included in the above balance.
The remuneration of the senior Executive Management Committee
members, who are the key management personnel of the Group, is set
out in aggregate for each of the categories specified in IAS 24
"Related Party Disclosures" in note 5 .
28. Prepayments and Other Receivables
2022 2021
GBP GBP
----------------------------------------- ------- -------
VAT recoverable 1,446 6,230
Prepayments 23,276 26,432
------------------------------------------ ------- -------
Total prepayments and other receivables 24,722 32,662
------------------------------------------ ------- -------
The fair value of receivables and deposits approximates their
carrying amount, as the impact of discounting is not significant.
The receivables are not impaired and are not past due.
29. Cash and Cash Equivalents
For the purpose of the statements of cash flows, cash and cash
equivalents comprise the following:
2022 2021
GBP GBP
-------------------------- ------- --------
Cash in hand and at bank 16,926 102,408
--------------------------- ------- --------
30. Current Liabilities
Trade and Other Payables
2022 2021
GBP GBP
-------------------------------- -------- --------
Trade and other payables 173,784 180,642
Accruals 521,288 357,317
--------------------------------- -------- --------
Total trade and other payables 695,072 537,959
--------------------------------- -------- --------
31. Short-Term Borrowings
At 31 December 2022, the Company had an outstanding promissory
notes and loans of GBP1,768,614 (2021: GBP1,435,141), please refer
to note 16 .
Cash flows
Proceeds Non-cash Non-cash
from new flow Forex flow Interest 31 Dec
1 Jan 2022, borrowings, movement, accrued, 2022,
GBP GBP GBP GBP GBP
-------------------- ------------ ------------- ------------ --------------- ----------
HNW Investor Group 323,180 - - 34,224 357,404
C4 Energy Ltd 216,746 - 26,369 24,086 267,201
Bruce Edwards 120,353 - 14,599 12,043 146,995
Sun Seven Stars
Investment Group
("SSSIG") 302,645 - - 26,000 328,645
Poseidon Plastics
Ltd ("PPL") 472,217 140,000 - 56,152 668,369
-------------------- ------------ ------------- ------------ --------------- ----------
Total liabilities
from financing
activities 1,435,141 140,000 40,968 152,505 1,768,614
-------------------- ------------ ------------- ------------ --------------- ----------
Cash flows
Proceeds Non-cash Non-cash
from new flow Forex flow Interest 31 Dec
1 Jan 2021, borrowings, movement, accrued, 2021,
GBP GBP GBP GBP GBP
-------------------- ------------ ------------- ------------ --------------- ----------
HNW Investor Group 288,956 - - 34,224 323,180
C4 Energy Ltd 191,909 - 3,059 21,778 216,746
Bruce Edwards 107,775 - 1,689 10,889 120,353
Sun Seven Stars
Investment Group
("SSSIG") 276,645 - - 26,000 302,645
Poseidon Plastics
Ltd ("PPL") - 450,000 - 22,217 472,217
-------------------- ------------ ------------- ------------ --------------- ----------
Total liabilities
from financing
activities 865,285 450,000 4,748 115,108 1,435,141
-------------------- ------------ ------------- ------------ --------------- ----------
32. Share Capital
The movements in the share capital account are disclosed in note
17 to the Consolidated Financial Statements.
33. Financial Instruments - Risk Management
The Company's strategy and financial risk management objectives
are described in note 20 .
Principal Financial Instruments
The principal financial instruments used by the Company from
which risk arises are as follows:
2022 2021
GBP GBP
----------------------------- ---------- ----------
Financial assets
Cash and cash equivalents 16,926 102.408
Other receivables - -
Loans due from subsidiaries - -
----------------------------- ---------- ----------
Financial liabilities
Trade payables 173,784 180,624
Accruals 521,288 357,317
Short-term borrowings 1,768,614 1,435,141
------------------------------ ---------- ----------
Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations, resulting in financial loss to the
Company.
In addition to the risks described in note 20 , which affect the
Group, the Company is also subject to credit risk on the balances
receivable from subsidiaries, see note 27 . In the year ended 31
December 2022, credit losses were recognised in full in relation to
all the balances receivable from subsidiaries.
Market Risk - Currency Risk
The Company is exposed to foreign exchange risk, arising from
currency exposures primarily with respect to the US Dollar (US$).
The Directors monitor the exchange rate fluctuations on a
continuous basis and act accordingly.
Assets and liabilities
by currency of denomination, 2022 2021
al numbers are presented 2022 2022 Total 2021 2021 Total
in GBP US$ GBP GBP US$ GBP GBP
------------------------------- -------- ---------- ---------- -------- ---------- ----------
Financial assets
Cash and cash equivalents 54 16,872 16,926 6,621 95,787 102,408
Other receivables - - - - - -
Financial liabilities
Trade payables - 173,784 173,784 - 180,642 180,642
Accruals - 521,288 521,288 - 357,317 357,317
Short-term borrowings 414,196 1,354,418 1,768,614 337,099 1,098,042 1,435,141
------------------------------- -------- ---------- ---------- -------- ---------- ----------
34. Events After the Reporting Period
Events after the reporting period are more fully described in
note 22 .
35. Controlling Party
At 31 December 2022, the Company did not have an ultimate
controlling party.
36. These results are audited, however the information does not
constitute statutory accounts as defined under section 434 of the
Companies Act 2006. The consolidated statement of financial
position at 30 December 2022 and the consolidated income statement,
consolidated statement of comprehensive income, consolidated
statement of changes in equity and the consolidated cash flow
statement for the year then ended have been extracted from the
Group's 2022 statutory financial statements. Their report was
unqualified and contained no statement under sections 498(2) or (3)
of the Companies Act 2006. The financial statements for 2022 will
be delivered to the Registrar of Companies by 30 June 2023.
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FR IPMMTMTTTBPJ
(END) Dow Jones Newswires
April 28, 2023 07:06 ET (11:06 GMT)
Curzon Energy (LSE:CZN)
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