Prior to publication, the
information contained within this announcement was deemed by the
Company to constitute inside information as stipulated under the UK
Market Abuse Regulation. With the publication of this announcement,
this information is now considered to be in the public
domain.
26 September 2024
Zephyr Energy
plc
("Zephyr", the "Company"
or the "Group")
Interim Results for the six
months ended 30 June 2024
Zephyr Energy plc (AIM: ZPHR)
(OTCQB: ZPHRF), the Rocky Mountain oil and gas company
focused on responsible resource development and carbon-neutral
operations, reports its unaudited interim results for the six
months ended 30 June 2024 ("H1 2024").
Overview
During H1 2024, and in the period
since, Zephyr continued to invest significant capital into the
development of its flagship operated project in the Paradox Basin,
Utah, U.S. (the "Paradox project") primarily by drilling the State
36-2R LN-CC well (the "State 36-2R well") and conducting the
subsequent successful production tests on the well. This investment
activity was in line with the Company's strategy of generating and compounding cash flow from its
non-operated portfolio in the Williston Basin (the "Williston
project"), which fully funds all general and administrative
("G&A") and finance costs and allows for continued investment
in its Paradox and Williston projects.
The Company's board of directors
(the "Board" or "Directors") is highly encouraged by progress made
on the Paradox project during the year to date and remains focused
on bringing the Paradox project into commercial production while
maximising potential returns for the shareholders of the Company
(the "Shareholders"). To accelerate this process, the Company is
focused on executing asset-level and/or
wellbore investment opportunities with U.S.-based institutional
investors, and discussions on this front are now at an advanced
stage. The Company will update the market on the progress of these
discussions in the near-term.
HIGHLIGHTS
Financial
· Revenue for H1 2024 increased to US$13.6 million, net to
Zephyr, and was driven by the Company's hydrocarbon production from
the Williston project:
o Revenue for H1 2024 was higher than that in the six months
ended 30 June 2023 ("H1 2023") of US$13.4 million. The increased
revenues reflected the addition of production from the six wells
operated by Slawson Exploration Company (the "Slawson wells") and
was partially offset by standard production decline rates from the
underlying assets.
· H1 2024 gross profit
(including operating and transportation expenses, production taxes
and realised gains from hedging contracts, and excluding
depreciation, depletion and amortisation ("DD&A")) increased to
US$10.0 million (H1 2023: US$9.4 million), demonstrating the strong
cashflows and high margins generated by the non-operated production
during the period, covering the entirety of the Company's G&A
and finance costs and providing net cash for
reinvestment.
·
H1 2024 net sales volumes
averaged 1,239 barrels of oil equivalent per day ("boepd"), for a
total of 225,622 barrels of oil equivalent ("boe") net to Zephyr,
over the period.
· Adjusted earnings before interest, tax, DD&A, unrealised
foreign exchange gains, share based payments and unrealised losses
on hedging contracts (together "Adjusted EBITDA") for H1 2024 were
US$7.1 million.
· At 30 June 2024, the combined carrying value of the Paradox
project and Williston project was US$98.0 million, demonstrating
the scale of the Company's asset portfolio.
· The Company's gross borrowings at 30 June 2024 were US$29.2
million, a reduction from US$33.7 million at the end of H1 2023. By
6 September 2024, gross borrowings had been reduced further to
US$27.9 million.
· During H1 2024, the Company embarked on the drilling of the
State 36-2R well which was almost entirely funded by proceeds from
its well control insurance policy for the State 36-2 LN-CC well
(the "State 36-2 well"). The well control insurance policy requires
Zephyr to make payments in advance, prior to making claims for
reimbursement. As a result, cash balances during H1 2024 fluctuated
considerably depending on the level of operational activity and
timing of the reimbursement cycle, including at 30 June 2024 when
drilling operations were particularly active. To date, US$15.3 million has been reimbursed to Zephyr in
respect of the State 36-2 well control insurance policy, which
relates to activity from the well control incident on the State
36-2 well and the State 36-2R well drilling programme.
· At 24 September 2024 (the most practicable date prior to this
statement), the Company had cash balances of US$1.3 million. In
addition, the Company expects to receive the following payments
over the next few days:
o Reimbursement of circa US$3.0 million from its insurer. The
invoices relating to the US$3.0 million claim have already been
paid in full by the Company.
o A
revenue payment of circa US$0.9 million
related to a portion of its non-operated portfolio.
· Over the coming months, Zephyr expects to submit final claims
under the well control insurance policy of circa US$1.3 million for
which it also expects to be fully reimbursed.
Paradox project (operated asset)
· State 36-2R well drilled and all key drilling objectives
met:
o Drilling operations safely and successfully completed to total
depth;
o Well
successfully 'twinned' to the State 36-2 well and intersected the
same Cane Creek reservoir natural fracture
system;
o Confirmed the presence of flowing hydrocarbons; and
o Substantially all drilling costs of the State 36-2R well to be
recovered though the Company's well control insurance
policy.
· Following the completion of the State 36-2R well, two
successful production tests were carried out on the
well.
o Peak
production rates achieved during testing were over 2,100 boepd, a
significant production rate for an onshore U.S. well with only
130 feet of completed reservoir interval.
o The
acidisation operation used on the well successfully removed
near-wellbore formation damage and generated very high reservoir
deliverability, with a notable improvement to near-wellbore
reservoir permeability. As such, the operation not only removed
formation damage caused by the State 36-2 well but also enhanced
reservoir productivity.
o This
was the first known example of acidisation stimulation in the
Paradox Basin, and the result is highly positive for the
development of the play, with the potential for substantially
reduced reservoir risk and removal of the need for costly hydraulic
stimulation as used in other U.S. onshore resource
plays.
o Higher than expected liquid yields from the State 36-2R well
and almost zero water production could also materially enhance the
economics of the well and positively impact the future Paradox
project development.
o Given the positive observations, Zephyr has commenced the
process of discussing potential well and wider Paradox project
development opportunities with U.S. based industry partners to
accelerate additional appraisal and development of the Paradox
project.
o The
Company is evaluating the potential to lengthen the completed
reservoir interval by drilling a lateral from the existing
wellbore, which would serve to increase overall estimated ultimate
recoveries and drain a larger portion of the reservoir. This
analysis is expected to be completed shortly.
Williston project (non-operated assets)
· Zephyr
continues with its strategy of building and developing a portfolio
of working interest positions in value accretive, high-quality,
high-margin production assets with significant near-term growth
potential in the Williston Basin.
o The Company has
continued to deploy capital into new drilling opportunities on its
existing acreage, including two recently drilled wells operated by
Continental Resources in the Harms field in North
Dakota, U.S.
· H1 2024 sales
volumes averaged 1,239 boepd (or 225,622 boe), net to Zephyr, over
the six-month period.
· H1 2024
revenue, net to Zephyr, totalled US$13.6 million.
· H1 2024 gross
profit (including operating and transportation expenses, production
taxes and realised gains from hedging contracts, and excluding
DD&A) increased to US$10.0 million (H1 2023: US$9.4 million),
demonstrating the strong cashflows and high margins generated by
the non-operated production during the period, covering the
entirety of the Company's G&A and finance costs and providing
net cash for reinvestment.
· At 30 June
2024, 231 wells in Zephyr's portfolio were available for
production. Net working interests across the Company's portfolio
now average 7.1% per well, equivalent to 16.3 gross wells in
total.
Corporate
·
There were no
reported health or safety incidents during H1 2024.
· In May 2024, the Company retired US$3.88 million of
existing debt through the issuance of US$3.88 million of
equity comprised of 64,045,768 new Ordinary Shares of 0.1
pence each in the Company ("Ordinary Shares") at a price of
4.85 pence per new Ordinary Share.
· In May 2024, the Group announced that it had been awarded an
additional US$0.25 million of grant funding from the U.S.
Department of Energy (the "DOE") for operations on the
State 36-2R well. This brings the total DOE grant funding
made available to the Group to US$3.65 million in recent
years.
· In April 2024, during its standard semi-annual borrowing base
redetermination process, Zephyr's commercial lender (First
International Bank and Trust) increased the Company's overall
borrowing base by US$5.6 million due to the newly added production
from the Slawson wells. The addition to the borrowing base was in
the form of a new term loan which will amortise monthly over four
years and has an interest rate of 10% per annum. Proceeds from the
new term loan were used to fully retire the Company's remaining 12%
acquisition credit facility.
Colin Harrington, Chief Executive of Zephyr,
said:
"H1 2024 was an active time for Zephyr, during which we
invested a significant amount of capital into the Paradox project
with the drilling of the State 36-2R well and the subsequent
production tests. We were delighted with the results from this
activity and over the coming months we will continue with the work
required to transform the Paradox project into a revenue generating
asset. On a related note, we are in advanced conversations with
U.S.-based institutions regarding wellbore and asset-level
investment opportunities, and look forward to updating the market
in the near-term regarding our proposed next steps for the Paradox
project.
"Our Williston project continues to perform as a robust cash
flowing engine for the Company, funding our G&A and debt
service costs in addition to providing capital for the Paradox
project and growth in the Williston (where production has increased
for four consecutive quarters). We also look forward to progressing
the Salt Wash hydrocarbon and helium project located in close
proximity to the Paradox project.
"I
would like to extend my appreciation to the Zephyr team and our
contractors on site in Utah for their intensive, safe and
successful efforts. I would also like to extend my gratitude to my
fellow Board members, advisors and, most importantly, our
Shareholders for their continued support.
"We have an exciting period ahead of us and I believe, more
than ever, that we have the pieces in place to enable us to deliver
on our strategic objectives successfully."
Contacts
Zephyr Energy plc
Colin
Harrington (CEO)
Chris Eadie (Group Finance
Director and Company Secretary)
|
Tel: +44
(0)20 7225 4590
|
Allenby Capital Limited - AIM Nominated
Adviser
Jeremy Porter / Vivek
Bhardwaj
|
Tel:
+44 (0)20 3328 5656
|
Turner Pope Investments - Joint-Broker
James Pope / Andy
Thacker
Panmure Liberum Limited - Joint-Broker
Mark Murphy / Kieron Hodgson / James
Sinclair-Ford
Celicourt Communications - PR
Mark Antelme / Felicity Winkles
/ Ali AlQahtani
|
Tel:
+44 (0)20 3657 0050
Tel: +44
(0) 20 7886 2500
Tel: +44 (0) 20 7770 6424
|
Qualified Person
Dr Gregor Maxwell, BSc Hons. Geology
and Petroleum Geology, PhD, Technical Adviser to the Board
of Zephyr Energy plc, who meets the criteria of a qualified
person under the AIM Note for Mining and Oil & Gas Companies
- June 2009, has reviewed and approved the technical
information contained within this announcement.
Notes to Editors
Zephyr Energy plc (AIM: ZPHR)
(OTCQB: ZPHRF) is a technology-led oil and gas company
focused on responsible resource development from carbon-neutral
operations in the Rocky Mountain region of the
United States. The Company's mission is rooted in two core
values: to be responsible stewards of its investors' capital, and
to be responsible stewards of the environment in which it
works.
Zephyr's flagship asset is an
operated 46,000-acre lease holding located in the Paradox
Basin, Utah, 25,000 acres of which has been assessed to
hold, net to Zephyr, 2P reserves of 2.6 million barrels of oil
equivalent ("mmboe"), 2C resources of 34 mmboe and 2U resources 270
mmboe.
In addition to its operated assets,
the Company owns working interests in a broad portfolio of
non-operated producing wells across the Williston
Basin in North Dakota and Montana. Cash flow
from the Williston production will be used to fund the
planned Paradox Basin development. In addition, the Board
will consider further opportunistic value-accretive
acquisitions.
ZEPHYR ENERGY
PLC
INTERIM REPORT FOR THE SIX MONTHS TO 30 JUNE
2024
The Board is pleased to present
Zephyr's unaudited interim report for the six-month period to 30
June 2024.
REVIEW OF ACTIVITIES
OVERVIEW
During H1 2024, and in the period
since, Zephyr continued to invest significant capital into the
development of its flagship operated project in the Paradox Basin,
Utah, U.S. (the "Paradox project") where it recently drilled the
State 36-2R LN-CC well (the "State 36-2R well") and conducted
subsequent successful production tests on the well.
This investment activity was in line
with the Company's strategy of generating
and compounding cash flow from its non-operated portfolio in the
Williston Basin (the "Williston project"), which fully funds all
G&A and finance costs, and allows for continued investment in
its Paradox and Williston projects.
The Company's board of directors
(the "Board" or "Directors") is highly encouraged by progress made
on the Paradox project during the year to date and is now
considering multiple options to bring the Paradox project into
commercial production and maximise potential returns for
shareholders of the Company ("Shareholders"). Various options are
under review to achieve this, and we are in
advanced conversations with U.S.-based institutions regarding
wellbore and asset-level investment opportunities. We look forward
to updating the market in the near-term regarding our proposed next
steps for the Paradox project.
The Board remains committed to
delivering long-term value to Shareholders, while upholding the
Company's core values of being responsible stewards of
Shareholders' capital and of the environment in which it
operates.
PARADOX PROJECT
The main operational focus in H1
2024 was the drilling of the State 36-2R well and the follow-on
production tests on the well.
State 36-2R well
In February 2024, the Company
announced that it had received the regulatory approvals and permits
required to proceed with the drilling of the State 36-2R well and
in March 2024, following a detailed selection process, Zephyr
announced that it had signed a rig contract with Helmerich
& Payne for its Rig 257 to drill the well.
The key objectives of the State
36-2R well were:
· To successfully complete drilling operations to total depth
safely and without harm to people, the environment or
equipment;
· To successfully twin the State 36-2 well and intersect the
same Cane Creek reservoir natural fracture system
identified by it;
· To confirm the presence of hydrocarbons as found by the State
36-2R well, and further appraise the Cane Creek reservoir
at Zephyr's federal White Sands Unit ("WSU"); and
· Should the original well result be replicated, to assess the
reservoir productivity by flow testing the new well.
In April 2024, the Company announced
that full drilling operations had commenced and in June 2024,
Zephyr announced that the State
36-2R well had been completed safely and
successfully, with the well drilled to a total depth of 10,290 feet
(measured depth) where it intersected the same Cane Creek reservoir
within 15 feet of the original
well.
Analysis from the drilling indicated
that the State 36-2R well, like the State 36-2 well, penetrated a
folded and naturally fractured section of the Cane Creek
reservoir. The well encountered drilling mud gas shows of a similar
magnitude to the State 36-2 well and pore pressure analysis
suggested formation pressures estimated at approximately 9,300
pounds per square inch (which is broadly consistent with previously
drilled offset wells).
The well further confirmed the
presence of hydrocarbons within a large structural compartment,
within Zephyr's acreage and 3D seismic coverage.
Following the successful drilling
operation, Zephyr then proceeded with the production tests on the
well to determine reservoir pressure, fluid composition, well flow
rate, bulk reservoir permeability and deliver an early estimate of
the overall potential recoverable resources.
The Group has full well control
insurance coverage for the State 36-2R drilling operations and
expects to recover substantially all costs associated with the
drill under the well control insurance policy it had in place for
the State 36-2 well. To date, the Company has received US$15.3
million under the State 36-2 well control insurance policy with a
further US$3.0 million submitted for approval and reimbursement,
and an estimated final US$1.3 million to be paid and submitted for
reimbursement over the coming months.
State 36-2R well production tests
On 23 July 2024 the Company
announced that it had successfully completed the initial phase of
the well production test on the State 36-2R well, in which the well
was tested at multiple rates and choke settings to ascertain its
production potential.
Initial production test
observations are very encouraging, including:
· High reservoir deliverability and high initial reservoir
pressures;
· Peak production rates achieved during the production test were
1,350 boepd, at which level the well was still choked back and
constrained; and
· Significantly higher condensate-yield than Zephyr's previously
drilled Paradox project well (with more than a three-fold increase
in condensate rate versus that from the State 16-2LN-CC
well).
o Condensate yield peaked at over 600 barrels of condensate per
day. Condensate produced had an average American Petroleum
Institute gravity of 58 degrees, making it a highly desirable
barrel for Utah's refinery market. The condensate produced from the
well to date was sold to a Utah refinery at a price close to
current WTI crude oil prices (inclusive of trucking
costs).
o This
elevated liquid yield has the potential to be a significant driver
of improved economics and may increase recoverable liquid volumes
across the Company's WSU.
o Almost zero evidence of water production, another
potential boost to the well's economics by reducing the need for
water disposal.
While the initial test was
successful on multiple fronts, there was also evidence that the
natural fracture network could be partially obstructed from the
greater reservoir at this well location. The Company therefore
decided to acidise the well to further remove any drilling mud
emulsions from the natural fracture network and maximise the well's
connectivity with the larger reservoir.
On 6 September 2024, following the
completion of the acidisation process and the follow up testing,
the Company announced the following results from the second
production test:
· Peak production rates achieved during the second test were
over 2,100 boepd, a significant production rate for an onshore
U.S. well with only 130 feet of completed reservoir
interval.
· The acidisation operation successfully removed any remaining
near-wellbore formation damage and generated very high reservoir
deliverability, with a notable improvement to near-wellbore
reservoir permeability after each acid treatment. As such, the
operation not only removed damage but also enhanced reservoir
productivity.
· This was the first known example of acidisation stimulation in
the Paradox Basin, and the result was highly positive for the
development of the play, with the potential for substantially
reduced reservoir risk and removal of the need for costly hydraulic
stimulation as used in other U.S. onshore resource
plays.
· Variable liquid-yields were observed over the second test, all
of which were higher than that at the Company's State 16-2 well. At
the peak production rates in the second test, condensate/light
volatile oil represented approximately 510 boepd, and these liquid
yields were on an increasing trend at the conclusion of the
test.
o The
elevated liquid yield has the potential to be a significant driver
of improved economics and may increase recoverable liquid volumes
across the Company's Paradox project acreage.
o A
detailed fluid laboratory analysis is currently underway, and the
results will help the Company further characterise the field's
fluid fill and composition.
· Continued evidence of almost zero water production, another
potential boost to the well's economics by material reducing the
need for expensive water disposal.
· Given the highly positive observations, Zephyr has commenced
the process of discussing potential well and wider Paradox project
development opportunities with U.S. based industry partners in an
effort to accelerate additional appraisal and development of the
Paradox project.
Results from the second test had
multiple positive implications, because in addition to cleaning up
any remaining formation damage, the acidisation operation appears
to have had the unanticipated benefit of significantly enhancing
near-wellbore reservoir quality (by dissolving calcite and dolomite
minerals known to exist in the reservoir, creating higher porosity
and permeability where those minerals have been dissolved away).
The Company has previously observed widespread minor fracturing in
the reservoir cores of the State 16-2 well and other Cane Creek
wells. Zephyr's initial analysis suggests that acidisation could
materially enhance the permeability of the overall reservoir
matrix, including the minor fracturing (which may be present across
the Company's entire Paradox project acreage position) as well as
any major fracture networks encountered.
This implies that acidisation, when
utilised across a longer lateral, may offer a cost-effective
completion technique compared to the hydraulic stimulation
operation used in other U.S. resource plays. This alternative
completion technique could also offer a broader and lower risk
method for the long-term development of the Paradox project versus
solely targeting major natural fracture networks (the historical
development approach in this part of the Paradox Basin).
Now that the second test has been
completed, the State 36-2R well has been temporarily shut in
as per standard operations while the operations team evaluates the
new data. A key consideration is whether to produce the well in the
short term, or to defer production temporarily to extend the
wellbore and increase overall hydrocarbon recovery potential. While
the well is capable of considerable production rates in its current
form, it would be doing so from only a 130-foot completed interval
which could make it more difficult to extend the well in the future
due to depletion in the near well bore area.
The well is permitted for up to a
10,000-foot lateral extension, and any future lateral extension
would be expected to benefit both from greater connected volumes
and the material positive impact acidisation could have on the high
deliverability of this play.
Next steps
Given the positive results from the
production test and the implications for the Paradox project, the
Board has launched a process to identify an industry or asset-level
financial partner to accelerate further appraisal and field wide
development.
This could come in the form of a
farm-in with an industry operator, a joint venture with a
non-operator investor, or asset level funding. The Board now
believes that the data generated from drilling the State 16-2,
State 36-2 and State 36-2R wells, combined with the significant
technical analysis developed from the Paradox project over the past
four years (including extensive 3D seismic, core samples, log data,
stimulation data and the recent production test results) provides a
robust dataset for prospective partners to evaluate.
In addition, with the new data
generated from the second test and that from the Company's other
Paradox wells, Zephyr will move as quickly as possible to produce
an updated Competent Person's Report on the Company's Paradox
project acreage.
Salt Wash hydrocarbon and helium project
In October 2023, the Group announced
that it had opted to farm-in to the neighbouring Salt Wash Field to
increase the Group's oil and gas resource potential, and to achieve
exposure to the U.S. industrial helium market (the "farm-in"). The
farm-in agreement is to a minimum 75% working interest in a
1,047-acre leasehold position which lies three miles to the south
of the Group's WSU.
The Board is continually looking at
ways to increase the scale, optionality and attractiveness of the
Paradox project, and the Board views the farm-in as a natural
extension to the Paradox project.
While helium is a new addition to
the Company's current resource exposure, many nearby Paradox Basin
oil and gas operators are already producing commingled helium in
commercial quantities, with an active local offtake market for
produced helium.
While Zephyr is not seeking for
helium to become the Company's primary focus, the Board is
cognisant that it may offer optionality and represent a value-added
opportunity for Shareholders.
The field has an already discovered,
proven helium resource in the Leadville Formation, with further
opportunity for upside through two deeper helium exploration
targets.
The Group's management forecasts the
Salt Wash project to include:
· Net helium discovered resource potential of 0.07 to 0.19 bcf
(Lower Leadville Formation only);
· Net helium un-risked, prospective resource of a further 0.04
to 0.66 bcf (including exploration targets); and
· An estimated net present value at a 10% discount rate
("NPV-10") of circa US$58.0 million with the risked
upside case having an NPV-10 of circa US$120.0
million (using US$650 per thousand standard cubic feet
("mscf") and US$750/mscf pricing, respectively).
Under the terms of the farm-in
agreement, total payments of US$0.6 million were made to the
incumbent leaseholder and it is the Group's intention that the
dual-purpose Leadville Formation delineation well (the "Commitment
Well") will be drilled. The Commitment Well would also test
the two additional helium exploration targets and other potential
hydrocarbon bearing reservoirs.
In August 2024, the Company
announced that initial operations at the site of the proposed
Commitment Well had commenced, including drilling pad preparation
and fencing the perimeter of the site and that a spudder drilling rig will be
mobilised to the well location and a 30-inch hole will then be
drilled to a depth of approximately 100 feet and 20-inch conductor
casing will be set.
While activity on the pad has begun,
the Company does not expect full drilling operations to commence
until the first half of 2025, in line with its operational
commitments to the field leaseholders.
Zephyr remains in active
conversations with industry and financial investors regarding the
potential funding of up to 100% of the costs of the well at the
asset level, and the Board continues to appraise the available
options with the key objective of maximising value for
Shareholders.
WILLISTON PROJECT
Overview
Zephyr's non-operated Williston
project was established in 2021 and today, following multiple
discrete acquisitions, Zephyr continues to
deliver on its strategy to acquire working interest positions in
value accretive, high-quality, high-margin production assets with
significant near-term growth potential.
The Group's non-operated portfolio
continues to perform above the Board's initial expectations, and
cashflows generated from the portfolio continue to be recycled into the Paradox project development
programme and into additional Williston Basin drilling
opportunities, in addition to covering Zephyr's G&A and funding
costs.
At 30 June 2024, Zephyr had working
interests in 231 wells that were available for production. Net
working interests across the Company's portfolio now average 7.1%
per well, equivalent to 16.3 gross wells in total, all of which
utilise horizontal drilling and modern, hydraulically stimulated
completions. The majority of the wells are operated by Chord Energy
Corporation and Slawson Exploration Company (the "Slawson wells"),
leading Williston Basin producers.
The Company will continue to develop
and grow its non-operated portfolio through opportunistic
acquisitions.
H1
2024 performance
· H1 2024 sales volumes averaged 1,239 barrels boepd, or 225,672
boe, net to Zephyr, over the six-month period.
· H1 2024 revenue, net to Zephyr, totalled US$13.6
million.
· H1 2024 gross profit (including
operating and transportation expenses, production taxes and
realised gains from hedging contracts, and excluding DD&A)
increased to US$10.0 million (H1 2023: US$9.4
million), demonstrating
the strong cashflows and high margins generated by the non-operated
production during the period, covering the entirety of the
Company's G&A and finance costs and providing net cash for
reinvestment.
Slawson wells
In December 2022, Zephyr announced
the acquisition of working interests in six Slawson
wells (equivalent to 1.1 total wells). Zephyr's working
interest in the six wells ranges from 11% to 32% and management
estimates 2P Reserves acquired were circa
550,000 boe, net to Zephyr.
The wells initially came online in
November 2023, although production from the Slawson wells was
temporarily curtailed in mid-December 2023 due to adverse
weather conditions and infrastructure constraints. Production
resumed in late January 2024.
During H1 2024, production from
the Slawson wells
continued to be partially impacted by gas export infrastructure
constraints. The Slawson wells averaged
stable production of approximately 525 boepd in the second quarter
of 2024, with minimal signs of decline due to the constrained
status of the wells.
While the delays and constraints in
production from the Slawson wells did impact sales volumes in early
H1 2024, management believes that overall performance from the
wells will meet expectations, and the wells have served to increase
to the Group's overall production in 2024 to date.
Further production additions
During February 2024, ten wells in
which Zephyr invested and which are operated by Continental
Resources (Harms Federal and Quale Federal) were placed in
production. Early production data shows these wells performing
ahead of management expectations, adding initial production rates,
net to Zephyr, of circa 75 boepd. The Company has recently
consented to participate in two additional wells which have
recently been drilled on the same acreage.
Hedging
In H1 2024 the Company hedged 51,500
barrels of oil.
· 45,500 barrels of oil were hedged at a weighted-average price
of US$81.67 per barrel of oil.
· 6,000 barrels of oil were hedged by way of financial collar
options which enabled the Company to lock-in a minimum price for
these barrels of oil. These collar options gave the Company a
minimum price of US$74.0 per barrel of oil.
The Company will continue to
evaluate its commodity price risk management strategy on a regular
basis.
Outlook
Zephyr forecasts a range of
1,100-1,300 boepd for its 2024 full year non-operated production
forecast, an increase from 1,040 boepd in the previous
year.
FINANCIAL REVIEW
The financial information is
reported in United States Dollars ("US$").
Income Statement
· The Company reports revenue for H1 2024 of US$13.6 million,
net to Zephyr, (H1 2023: US$13.4 million). Revenue relates to the
Company's hydrocarbon production from the non-operated Williston
project. The increase in revenue from H1
2023 reflects the impact of the Slawson wells coming online,
partially offset by the standard decline rates
expected from the Williston assets.
· H1 2024 gross profit (including operating and
transportation expenses, production taxes and realised gains from
hedging contracts, and excluding DD&A) increased to US$10.0
million (H1 2023: US$9.4 million), demonstrating the strong
cashflows generated by the non-operated production during the
period, covering the entirety of the Company's G&A and finance
costs and providing net cash for reinvestment.
· Adjusted earnings before interest, tax, DD&A, unrealised
foreign exchange gains, share-based payments and
unrealised losses on hedging contracts
(together "Adjusted EBITDA") for H1 2024
was US$7.1 million (H1 2023: US$6.5
million).
· In H1 2024, there was a DD&A charge of
US$5.4 million (H1 2023:
US$5.6 million), a non-cash accounting charge related to the asset
depletion of the Williston project.
· H1 2024 net loss after tax was US$3.0 million or a loss of 0.18 cents per
Ordinary Share (H1 2023: net loss after tax of US$2.3 million or a
loss of 0.15 cents per Ordinary Share).
· Administrative expenses for the six months ended H1 2024 were
US$2.9 million (H1 2023: US$3.0 million). Administrative expenses
are in line with those in H1 2023. Costs continue to be closely
controlled and monitored regularly by executive management and cash
management is a continuing priority of the Board.
· H1 2024 net loss was enhanced by a
non-cash share-based payment charge of US$3.2 million which relates
to the issue of 61,503,028 options over Ordinary Shares in April
2024. The options were issued to Directors, certain employees and
consultants of Zephyr, either to reflect historic awards under the
Company's Long-Term Incentive Plan, bonuses for performances
achieved in 2021 and 2022, to satisfy employee contractual
commitments or commitments in lieu of deferred remuneration and
fees from 2020, during the COVID-19 pandemic. Due to legal and
regulatory restrictions it was not possible to issue these share
options until April 2024 although the majority of these awards were
fully disclosed and provided for by the Company in its historical
financial statements. No cash or share-based bonuses were awarded
to senior management or the Board in respect of the 2023 financial
year.
·
Without the non-cash share-based payment charge
in H1 2024 of US$3.2 million, the Company would have made a profit
before tax for the period of circa US$0.1 million versus a loss of
US$3.2 million in H1 2023.
Balance Sheet
· Exploration and evaluation assets at 30 June 2024 were US$52.2
million (30 June 2023: US$50.8 million) which reflects the
Company's ongoing investment into the Paradox project, including
some costs for the State 36-2R well. It should be noted that
substantially all the costs of the State 36-2R drilling programme
were covered under the Company's well control insurance policy for
the State 36-2 well.
· Property and equipment assets at 30 June 2024 were US$45.8
million (30 June 2023: US$52.4 million) which reflects the
Company's ongoing investment in its non-operated portfolio of oil
and gas properties offset by depletion charges.
· Cash and cash equivalents as at 30 June 2024 were US$1.1
million (30 June 2023: US$6.2 million). Cash balances during H1
2024 fluctuated considerably primarily due to well control
insurance policy for the State 36-2 well. The well control
insurance policy, which has almost entirely covered the drilling
costs of the State 36-2R well, requires Zephyr to make payments in
advance, prior to making claims for reimbursement. As a result,
cash levels during H1 2024 were therefore highly dependent on the
level of operational activity and timing of the reimbursement
cycle, including at 30 June 2024 when drilling operations were
particularly active. To date, US$15.3
million has been reimbursed to Zephyr in respect of the State 36-2
well control insurance policy, which relates to activity from the
well control incident on the State 36-2 well and the State 36-2R
well drilling programme.
· At 24 September 2024 (the most practicable date prior to this
statement), the Company had cash balances of US$1.3 million. In
addition, the Company expects to receive the following payments
over the next few days:
o Reimbursement of circa US$3.0 million from its insurer. The
invoices relating to the US$3.0 million claim have already been
paid in full by the Company.
o A
revenue payment of circa US$0.9 million in
relation to a portion of its non-operated portfolio.
· Over the coming months, Zephyr expects to submit final claims
under the well control insurance policy of circa US$1.3 million for
which it also expects to be fully reimbursed.
· The Company's gross borrowings as at 30 June 2024 were US$29.2
million (30 June 2023: US$33.7 million) During H1 2024 the Company
met all its funding obligations in respect of the outstanding
borrowings. Gross borrowings on 6 September 2024 were US$27.9
million.
CORPORATE
· There were no reported health or safety
incidents at Zephyr operated assets during the reporting
period.
· In May 2024, the Company retired US$3.88 million of
existing debt through the issuance of US$3.88 million of
equity comprised of 64,045,768 new Ordinary Shares at a price of
4.85 pence per new Ordinary Share. The issue price of the Ordinary
Shares was the undiscounted mid-market closing price of the
Company's Ordinary Shares on 2 May 2024. The Ordinary Shares were
issued to SGR Investments LLC ("SGRI"), a US-based
institutional investor. In December 2022, SGRI provided debt
funding to Zephyr Williston LLC, one of the Group's
subsidiaries, to enable it to acquire the Slawson wells.
· In May 2024, the Group announced that it had been awarded an
additional US$0.25 million of grant funding from the U.S.
DOE for operations on the State 36-2R well. This brings the
total DOE grant funding made available to the Group
to US$3.65 million in recent years.
· In June 2024, the Group announced a new US$5.6 million term
loan. The new term loan will amortise monthly over four years and
has an interest rate of 10% per annum. Proceeds from the new term
loan were used to repay the 12% acquisition credit facility, which
has now been fully repaid.
OUTLOOK
H1 2024 was an active time for
Zephyr, during which we invested significant new capital into the
Paradox project with the drilling of the State 36-2R well and the
subsequent production tests. We were delighted with the results
from this activity and over the coming months we will continue with
the work required to transform the Paradox project into a revenue
generating development.
The Williston project continues to
perform as a robust cash flowing engine for the Company, funding
our G&A costs and providing capital for further development of
the Paradox and Williston projects. We also look forward to
progressing the Salt Wash oil, gas and helium project and securing
asset level funding for the initial well.
I would like to extend my
appreciation to the Zephyr team and our contractors for their
ongoing work, and I would also like to extend my gratitude to my
fellow Board members, leadership team, advisors and most
importantly, our Shareholders for their continued
support.
We have an exciting period ahead of
us and I believe, more than ever, that we have the pieces in place
to enable us to deliver on our strategic objectives
successfully.
Colin Harrington
Chief Executive Officer
26 September 2024
ZEPHYR ENERGY PLC
CONDENSED CONSOLIDATED INCOME STATEMENT
For
the six months ended 30 June 2024
|
Unaudited
six months
ended 30
June
|
Unaudited
six months
ended 30
June
|
Audited
year ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
Notes
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
Revenue
|
|
13,591
|
13,407
|
25,225
|
|
|
|
|
|
Operating and transportation
expenses
|
|
(2,622)
|
(4,085)
|
(6,964)
|
Production taxes
|
|
(1,110)
|
(1,065)
|
(1,878)
|
Depreciation, depletion and
amortisation
|
|
(5,364)
|
(5,608)
|
(9,607)
|
(Loss)/gain on derivative
contracts
|
3
|
(101)
|
1,305
|
412
|
|
|
|
|
|
Gross profit
|
|
4,394
|
3,954
|
7,188
|
|
|
|
|
|
Administrative expenses
|
|
(2,897)
|
(2,969)
|
(5,997)
|
Share-based payments
|
|
(3,157)
|
(6)
|
(6)
|
Foreign exchange
gains/(losses)
|
|
360
|
(2,595)
|
(2,776)
|
Finance income
|
|
1
|
-
|
-
|
Finance costs
|
|
(1,764)
|
(1,550)
|
(3,472)
|
|
|
|
|
|
Loss
on ordinary activities before taxation
|
|
(3,063)
|
(3,166)
|
(5,063)
|
|
|
|
|
|
Taxation credit
|
|
51
|
845
|
1,560
|
|
|
|
|
|
Loss
for the period attributable to owners of the parent
company
|
|
(3,012)
|
(2,321)
|
(3,503)
|
|
|
|
|
|
|
|
|
|
|
Loss
per Ordinary Share
|
|
|
|
|
Basic and diluted, cents per
share
|
4
|
(0.18)
|
(0.15)
|
(0.21)
|
|
|
|
|
|
ZEPHYR ENERGY PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For
the six months ended 30 June 2024
|
|
Unaudited
six months
ended 30
June
|
Unaudited
six months
ended 30
June
|
Audited
year ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
Loss
for the period attributable to owners of the parent
company
|
|
(3,012)
|
(2,321)
|
(3,503)
|
|
|
|
|
|
|
|
Other comprehensive (loss)/income
Items that may be
subsequently reclassified to profit or loss
|
|
|
|
|
|
Foreign currency translation
differences on foreign operations
|
|
(358)
|
2,618
|
2,772
|
|
|
|
|
|
|
|
Total comprehensive (loss)/income for the period attributable
to owners of the parent company
|
|
(3,370)
|
297
|
(731)
|
|
|
|
|
|
|
|
ZEPHYR ENERGY
PLC
CONDENSED CONSOLIDATED BALANCE SHEET
As
at 30 June 2024
|
Unaudited
as at
30
June
|
Unaudited
as at
30
June
|
Audited
as at
31 December
|
|
|
2024
|
2023
|
2023
|
|
Notes
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Exploration and evaluation
assets
|
5
|
52,189
|
50,770
|
49,941
|
Property and equipment
|
6
|
45,790
|
52,436
|
50,840
|
|
|
|
|
|
|
|
97,979
|
103,206
|
100,781
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
11,507
|
7,342
|
7,897
|
Cash and cash equivalents
|
|
1,093
|
6,188
|
3,611
|
Derivative contracts
|
|
83
|
1,440
|
278
|
|
|
|
|
|
|
|
12,683
|
14,970
|
11,786
|
|
|
|
|
|
Total assets
|
|
110,662
|
118,176
|
112,567
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(7,576)
|
(12,757)
|
(6,983)
|
Borrowings
|
7
|
(20,709)
|
(24,988)
|
(28,950)
|
Lease liabilities
|
|
(39)
|
-
|
(39)
|
Derivative contracts
|
|
(54)
|
-
|
-
|
|
|
|
|
|
|
|
(28,378)
|
(37,745)
|
(35,972)
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
7
|
(8,460)
|
(8,726)
|
(6,401)
|
Lease liabilities
|
|
(11)
|
-
|
(31)
|
Deferred tax
|
|
(344)
|
(1,110)
|
(395)
|
Provisions
|
|
(5,084)
|
(4,874)
|
(5,067)
|
|
|
|
|
|
|
|
(13,899)
|
(14,710)
|
(11,894)
|
|
|
|
|
|
Total liabilities
|
|
(42,277)
|
(52,455)
|
(47,866)
|
|
|
|
|
|
Net
assets
|
|
68,385
|
65,721
|
64,701
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
8
|
42,648
|
42,568
|
42,568
|
Share premium account
|
|
75,292
|
71,727
|
71,735
|
Warrant reserve
|
|
1,557
|
1,557
|
1,557
|
Share-based payment
reserve
|
|
6,489
|
3,485
|
3,270
|
Cumulative translation
reserves
|
|
(13,570)
|
(13,366)
|
(13,212)
|
Accumulated deficit
|
|
(44,031)
|
(40,250)
|
(41,217)
|
|
|
|
|
|
Equity attributable to owners of the parent
company
|
|
68,385
|
65,721
|
64,701
|
|
|
|
|
|
|
|
|
|
|
|
|
ZEPHYR ENERGY PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
For
the six months ended 30 June 2024 (Unaudited)
|
Share
capital
|
Share premium
account
|
Warrant
reserve
|
Share-based payment
reserve
|
Cumulative translation
reserve
|
Accumulated
deficit
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
As
at 1 January 2024
|
42,568
|
71,735
|
1,557
|
3,270
|
(13,212)
|
(41,217)
|
64,701
|
Transactions with owners in their capacity as
owners:
|
|
|
|
|
|
|
|
Issue of equity shares
|
80
|
3,817
|
-
|
-
|
-
|
-
|
3,897
|
Expenses of issue of equity
shares
|
|
(49)
|
|
49
|
|
|
-
|
Warrant exercise extension
|
-
|
(211)
|
-
|
211
|
-
|
-
|
-
|
Share-based payments
|
-
|
-
|
-
|
3,157
|
-
|
-
|
3,157
|
Transfer to accumulated deficit in
respect of lapsed options
|
-
|
-
|
-
|
(88)
|
-
|
88
|
-
|
Transfer to accumulated deficit in
respect of expired options
|
-
|
-
|
-
|
(107)
|
-
|
107
|
-
|
Transfer to accumulated deficit in
respect of exercised warrants
|
-
|
-
|
-
|
(3)
|
-
|
3
|
-
|
|
|
|
|
|
|
|
|
Total transactions with owners in their capacity as
owners
|
80
|
3,557
|
-
|
3,219
|
-
|
198
|
7,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(3,012)
|
(3,012)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
(358)
|
-
|
(358)
|
|
|
|
|
|
|
|
|
Total other comprehensive loss for
the period
|
-
|
-
|
-
|
-
|
(358)
|
-
|
(358)
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(358)
|
(3,012)
|
(3,370)
|
|
|
|
|
|
|
|
|
As
at 30 June 2024
|
42,648
|
75,292
|
1,557
|
6,489
|
(13,570)
|
(44,031)
|
68,385
|
|
|
|
|
|
|
|
|
ZEPHYR ENERGY PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
For
the year ended 31 December 2023 (Audited)
|
Share
capital
|
Share premium
account
|
Shares to be
issued
|
Warrant
reserve
|
Share-based payment
reserve
|
Cumulative translation
reserve
|
Accumulated
deficit
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
As
at 1 January 2023
|
42,412
|
66,847
|
539
|
1,557
|
3,284
|
(15,984)
|
(37,929)
|
60,726
|
Transactions with owners in their capacity as
owners:
|
|
|
|
|
|
|
|
|
Issue of equity shares
|
156
|
5,318
|
-
|
-
|
-
|
-
|
-
|
5,474
|
Exercise of warrants
|
-
|
-
|
(539)
|
-
|
-
|
-
|
-
|
(539)
|
Expenses of issue of equity
shares
|
-
|
(430)
|
-
|
-
|
195
|
-
|
-
|
(235)
|
Share-based payments
|
-
|
-
|
-
|
-
|
6
|
-
|
-
|
6
|
Transfer to accumulated deficit in
respect of expired options
|
-
|
-
|
-
|
-
|
(215)
|
-
|
215
|
-
|
|
|
|
|
|
|
|
|
|
Total transactions with owners in their capacity as
owners
|
156
|
4,888
|
(539)
|
-
|
(14)
|
-
|
215
|
4,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,503)
|
(3,503)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
-
|
2,772
|
-
|
2,772
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income for
the year
|
-
|
-
|
-
|
-
|
-
|
2,772
|
-
|
2,772
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
-
|
-
|
|
-
|
-
|
2,772
|
(3,503)
|
(731)
|
|
|
|
|
|
|
|
|
|
As
at 31 December 2023
|
42,568
|
71,735
|
-
|
1,557
|
3,270
|
(13,212)
|
(41,217)
|
64,701
|
|
|
|
|
|
|
|
|
|
ZEPHYR ENERGY PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
For
the six months ended 30 June 2023 (Unaudited)
|
Share
capital
|
Share premium
account
|
Shares to be
issued
|
Warrant
reserve
|
Share-based payment
reserve
|
Cumulative translation
reserve
|
Accumulated
deficit
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
As
at 1 January 2023
|
42,412
|
66,847
|
539
|
1,557
|
3,284
|
(15,984)
|
(37,929)
|
60,726
|
Transactions with owners in their capacity as
owners:
|
|
|
|
|
|
|
|
|
Issue of equity shares
|
156
|
5,310
|
-
|
-
|
-
|
-
|
-
|
5,466
|
Exercise of warrants
|
-
|
-
|
(539)
|
-
|
-
|
-
|
-
|
(539)
|
Expenses of issue of equity
shares
|
-
|
(430)
|
-
|
-
|
195
|
-
|
-
|
(235)
|
Share-based payments
|
-
|
-
|
-
|
-
|
6
|
-
|
-
|
6
|
|
|
|
|
|
|
|
|
|
Total transactions with owners in their capacity as
owners
|
156
|
4,880
|
(539)
|
-
|
201
|
-
|
-
|
4,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,321)
|
(2,321)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
-
|
2,618
|
-
|
2,618
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income for
the year
|
-
|
-
|
-
|
-
|
-
|
2,618
|
-
|
2,618
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
-
|
-
|
|
-
|
-
|
2,618
|
(2,321)
|
297
|
|
|
|
|
|
|
|
|
|
As
at 30 June 2023
|
42,568
|
71,727
|
-
|
1,557
|
3,485
|
(13,366)
|
(40,250)
|
65,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZEPHYR ENERGY PLC
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For
the six months ended 30 June 2024
|
|
Unaudited
six months
ended 30
June
|
Unaudited
six months
ended 30
June
|
Audited
year ended
31 December
|
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
Operating activities
|
|
|
|
|
Loss on ordinary activities before
taxation
|
(3,063)
|
(3,166)
|
(5,063)
|
|
Adjustments for:
|
|
|
|
|
Finance income
|
(1)
|
-
|
-
|
|
Finance costs
|
1,764
|
1,550
|
3,472
|
|
Depreciation and depletion of
property and equipment
|
5,384
|
5,609
|
9,630
|
|
Share-based payments
|
3,157
|
6
|
6
|
|
Unrealised foreign exchange
(gains)/losses
|
(358)
|
2,615
|
2,772
|
|
|
|
|
|
|
|
|
Operating cash inflow before
movements in working capital
|
6,883
|
6,482
|
10,817
|
|
(Increase)/decrease in trade and
other receivables
|
(633)
|
101
|
(403)
|
|
Unrealised loss/(gain) on derivative
contracts
|
249
|
(132)
|
1,029
|
|
(Decrease)/increase in trade and
other payables
|
(356)
|
736
|
191
|
|
|
|
|
|
|
|
|
Cash generated from
operations
|
6,143
|
7,319
|
11,634
|
|
Income tax paid
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net
cash generated from operating activities
|
6,143
|
7,319
|
11,634
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Additions to exploration and
evaluation assets
|
(9,525)
|
(11,813)
|
(21,643)
|
|
Additions to oil and gas
properties
|
(389)
|
(8,444)
|
(10,467)
|
|
Increase/(decrease) in capital
expenditure related payables
|
966
|
(3,068)
|
(5,754)
|
|
Proceeds on disposal of oil and gas
properties
|
-
|
2,262
|
2,262
|
|
Insurance proceeds received in
respect of exploration and evaluation assets
|
4,256
|
-
|
7,712
|
|
Grant funds received in respect of
exploration and evaluation assets
|
-
|
302
|
302
|
|
Interest received
|
1
|
-
|
-
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
(4,691)
|
(20,761)
|
(27,588)
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Net proceeds from issue of
shares
|
10
|
3,692
|
3,700
|
|
Proceeds from borrowings
|
5,600
|
10,000
|
13,260
|
|
Repayment of borrowings
|
(7,915)
|
(2,058)
|
(4,244)
|
|
Repayment of lease
liabilities
|
(19)
|
-
|
(7)
|
|
Interest and fees paid on
borrowings
|
(1,646)
|
(1,003)
|
(2,140)
|
|
|
|
|
|
|
|
|
Net
cash (used in)/generated from financing
activities
|
(3,970)
|
10,631
|
10,569
|
|
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(2,518)
|
(2,811)
|
(5,385)
|
|
Cash
and cash equivalents at beginning of period
|
3,611
|
8,996
|
8,996
|
|
Effect of foreign exchange rate
changes
|
-
|
3
|
-
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
1,093
|
6,188
|
3,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZEPHYR ENERGY PLC
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
For
the six months ended 30 June 2024
1. ACCOUNTING POLICIES
Basis of
preparation
This report was approved by the
Directors on 25 September 2024.
The financial statements have been
prepared in accordance with UK-adopted International Accounting
Standard 34 Interim financial
reporting and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct
Authority.
The condensed consolidated interim
financial statements are presented in United States Dollar ("US$").
All amounts have been rounded to the nearest thousand unless
otherwise indicated.
The Company is domiciled and
incorporated in England and Wales under the Companies Act 2006. The
Company's shares are admitted to trading on the AIM market in the
UK and the OTCQB Venture Market ("OTCQB") in the
U.S.
The current and comparative periods
to June have been prepared using the accounting policies and
practices consistent with those adopted in the annual financial
statements for the year ended 31 December 2023, and with those
expected to be adopted in the Group's financial statements for the
year ending 31 December 2024.
Comparative figures for the year
ended 31 December 2023 have been extracted from the statutory
financial statements for that period which carried an unqualified
audit report, did not contain a statement under section 498(2) or
(3) of the Companies Act 2006 and have been delivered to the
Registrar of Companies.
The financial information contained
in this report is unaudited and does not constitute statutory
financial statements as defined by section 434 of the Companies Act
2006, and should be read in conjunction with the Group's financial
statements for the year ended 31 December 2023. This report has not
been audited or reviewed by the Group's auditors.
During the first six months of the
current financial year there have been no related party
transactions that materially affect the financial position or
performance of the Group and there have been no changes in the
related party transactions described in the last annual financial
report.
Having considered the Group's
current cash forecast and projections, the Directors have a
reasonable expectation that the Company and the Group have, or have
access to, sufficient resources to continue operating for at least
the next 12 months. Accordingly, the Directors continue to adopt
the going concern basis in preparing the financial
statements.
The principal risks and
uncertainties of the Group have not changed since the publication
of the last annual financial report where a detailed explanation of
such risks and uncertainties can be found.
2. DIVIDENDS
The Directors do not recommend the
payment of a dividend for the period.
3.
(LOSS)/GAIN ON DERIVATIVE CONTRACTS
During the period, the Group entered
into hedging transactions to mitigate its exposure to fluctuations
in commodity prices. The net change in these contracts resulted in
a realised net gain of US$0.1 million (30 June 2023: net gain of
US$1.2 million, 31 December 2023: net gain of US$1.4 million) and
an unrealised net loss of US$0.2 million (30 June 2023: net gain of
US$0.1 million, 31 December 2023: net loss of US$1.0 million) for
the period to 30 June 2024.
4.
LOSS PER ORDINARY SHARE
Basic loss per Ordinary Share is
calculated by dividing the net loss for the period by the weighted
average number of Ordinary Shares in issue during the period.
Diluted loss per Ordinary Share is calculated by dividing the net
loss for the period by the weighted average number of Ordinary
Shares in issue during the period, adjusted for the dilutive effect
of potential Ordinary Shares arising from the Company's share
options and warrants.
The calculation of the basic and
diluted loss per Ordinary Share is based on the following
data:
|
|
|
|
Unaudited
six months
ended 30
June
2024
US$'000
|
Unaudited
six months
ended 30
June
2023
US$'000
|
Audited
year ended
31 December
2023
US$'000
|
Losses
|
|
|
|
|
|
|
Losses for the purpose of basic and
diluted loss per Ordinary Share being net loss for the
period
|
|
|
|
(3,012)
|
(2,321)
|
(3,503)
|
|
|
|
|
|
|
|
|
|
|
|
Number
'000
|
Number
'000
|
Number
'000
|
Number of shares
|
|
|
|
|
|
|
Weighted average number of shares
for the purpose of basic and diluted loss per Ordinary
Share
|
|
|
|
1,705,299
|
1,558,668
|
1,644,490
|
|
|
|
|
|
|
|
Loss per Ordinary Share
|
|
|
|
|
|
|
Basic and diluted, cents per
share
|
|
|
|
(0.18)
|
(0.15)
|
(0.21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to the losses incurred in the
periods reported there is no dilutive effect from the existing
share options or warrants.
5. EXPLORATION AND EVALUATION ASSETS
|
|
|
US$'000
|
Cost
|
|
|
|
|
At 1
January 2023
|
|
|
37,986
|
|
Additions
|
|
|
22,643
|
|
Decommissioning - change in
estimates
|
|
|
177
|
|
Insurance proceeds
|
|
|
(10,563)
|
|
Funds received in lieu of
grants
|
|
|
(302)
|
|
|
|
|
|
|
At
31 December 2023
|
|
|
49,941
|
|
Additions
|
|
|
9,525
|
|
Decommissioning - change in
estimates
|
|
|
(36)
|
|
Insurance proceeds
|
|
|
(7,241)
|
|
|
|
|
|
|
At
30 June 2024
|
|
|
52,189
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
At
30 June 2024
|
|
|
52,189
|
|
|
|
|
|
|
At
31 December 2023
|
|
|
49,941
|
|
|
|
|
|
6. PROPERTY AND EQUIPMENT
|
|
Oil and gas
properties
US$'000
|
Office
equipment
US$'000
|
Right-of-use
assets
US$'000
|
Total
US$'000
|
|
|
Cost
|
|
|
|
|
|
|
At 1
January 2023
|
66,220
|
24
|
-
|
66,244
|
|
|
Additions
|
10,468
|
-
|
77
|
10,545
|
|
|
Disposals
|
(2,792)
|
-
|
-
|
(2,792)
|
|
|
Decommissioning - change in
estimates
|
463
|
-
|
-
|
463
|
|
|
Exchange differences
|
-
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
At
31 December 2023
|
74,359
|
25
|
77
|
74,461
|
|
|
Additions
|
556
|
-
|
-
|
556
|
|
|
Disposals
|
(405)
|
-
|
-
|
(405)
|
|
|
Decommissioning - change in
estimates
|
(49)
|
-
|
-
|
(49)
|
|
|
Exchange differences
|
-
|
-
|
(1)
|
(1)
|
|
|
|
|
|
|
|
|
|
At
30 June 2024
|
74,461
|
25
|
76
|
74,562
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation, depletion and
amortisation
|
|
|
|
|
|
|
At 1
January 2023
|
14,421
|
18
|
-
|
14,439
|
|
Charge for the period
|
9,607
|
2
|
21
|
9,630
|
|
Disposals
|
(449)
|
-
|
-
|
(449)
|
|
Exchange differences
|
-
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
At
31 December 2023
|
23,579
|
21
|
21
|
23,621
|
|
Charge for the period
|
5,364
|
1
|
19
|
5,384
|
|
Disposals
|
(233)
|
-
|
-
|
(233)
|
|
|
|
|
|
|
|
|
At
30 June 2024
|
28,710
|
22
|
40
|
28,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
|
At
30 June 2024
|
45,751
|
3
|
36
|
45,790
|
|
|
|
|
|
|
|
|
|
At
31 December 2023
|
50,780
|
4
|
56
|
50,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
BORROWINGS
|
|
|
|
Unaudited
six months
ended 30
June
2024
US$'000
|
Unaudited
six months
ended 30
June
2023
US$'000
|
Audited
year ended
31 December
2023
US$'000
|
|
|
|
|
|
|
Term loan
|
|
14,187
|
12,926
|
10,824
|
|
Revolving credit
|
|
14,981
|
20,788
|
24,438
|
|
Promissory note
|
|
-
|
-
|
89
|
|
|
|
|
|
|
|
|
|
29,168
|
33,714
|
35,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity analysis
|
|
|
|
|
|
Less than 6 months
|
|
18,954
|
16,646
|
13,109
|
|
6 months to 1 year
|
|
3,397
|
10,651
|
18,103
|
|
1 year to 2 years
|
|
5,953
|
5,086
|
5,086
|
|
2 years to 5 years
|
|
3,418
|
4,238
|
1,699
|
|
|
|
|
|
|
|
|
|
31,722
|
36,621
|
37,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First International Bank and Trust ("FIBT")
In February 2022, the Group, through
its U.S. subsidiaries, entered into credit facility agreements with
FIBT, consisting of a term loan and a revolving credit
facility
Repayment of the term loan commenced
in April 2022 and is repayable by 48 monthly instalments. Interest
is charged at a rate of 6.74% per annum.
The revolving credit facility was
structured with a term of 12 months, and is thereby classified as
short-term debt due for repayment within one year. However, the
facility has provisions for a semi-annual redetermination process,
at which time the bank estimates the value of Zephyr's reserves
used as collateral and renews or revises the amount of available
credit provided by the facility.
In December 2023, the revolving
credit facility was increased to a commitment of up to US$15.2
million with the same repayment terms. Interest on the Revolving
credit facility is charged at a variable rate equal to the Wall
Street Prime Rate plus 2.5%, subject to a minimum rate of
6.74%.
At 30 June 2024, the Group had drawn
US$15.0 million in respect of the revolving credit
facility.
In April 2024, the Group entered
into a new facility agreement with FIBT. Under the terms of the
agreement, the Group received a new term loan of US$5.6 million.
The new term loan is repayable by 48 monthly instalments and has an
interest rate of 10% per annum.
The revolving credit is subject to a
covenant which is measured on an annual basis. The Group was in
full compliance with the terms of the covenant in the periods
reported.
FIBT has a lien on the assets of the
Group's U.S. subsidiaries, Zephyr Bakken LLC and Rose Petroleum
(Utah) LLC.
SGR
Investments LLC ("SGRI")
On 19 December 2022, the Group
entered into a facility agreement with an experienced U.S. based
institutional investor through its U.S. subsidiary, Zephyr
Williston LLC. Under the terms of the agreement the Group received
a 12-month revolving credit facility of up to US$8.6 million
incurring interest at a rate of 12% per annum.
On 3 May 2024, the Group announced
that it had retired US$3.88 million of the facility through the
issuance of US$3.88 million of equity comprised of 64,045,768 new
Ordinary Shares of 0.1 pence each in Zephyr Energy plc at a price
of 4.85 pence per new Ordinary Share. See note 8.
In June 2024, the Group announced
that it had repaid the facility in full.
8. SHARE CAPITAL
|
Unaudited
as at
30
June
|
Unaudited
as at
30
June
|
Audited
as at
31 December
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
Number
'000
|
Number
'000
|
Number
'000
|
|
|
|
|
|
|
Authorised
|
|
|
|
|
Ordinary Shares of 0.1p
each
|
7,779,297
|
7,779,297
|
7,779,297
|
|
Deferred Shares of 9.9p
each
|
227,753
|
227,753
|
227,753
|
|
|
|
|
|
|
|
8,007,050
|
8,007,050
|
8,007,050
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
as at
30
June
|
Unaudited
as at
30
June
|
Audited
as at
31 December
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Allotted, issued and fully paid
|
|
|
|
|
1,750,719,019 Ordinary Shares of 0.1p
each (30 June 2023: 1,686,501,822: 31 December 2023:
1,686,501,822)
|
2,343
|
2,263
|
2,263
|
|
227,752,817 Deferred Shares of 9.9p
each
|
40,305
|
40,305
|
40,305
|
|
|
|
|
|
|
|
42,648
|
42,568
|
42,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Deferred Shares are not listed
on the AIM Market, do not give the holders any right to receive
notice of, or to attend or vote at, any General Meetings, have no
entitlement to receive a dividend or other distribution or any
entitlement to receive a repayment of nominal amount paid up on a
return of assets on winding up nor to receive or participate in any
property or assets of the Company. The Company may, at its option,
at any time redeem all of the Deferred Shares then in issue at a
price not exceeding £0.01 from all Shareholders upon giving not
less than 28 days' notice in writing.
ISSUED ORDINARY SHARE CAPITAL
On 3 January 2023, the Company
issued 22,272,726 Ordinary Shares of 0.1 pence each in respect of
warrants exercised during the year ended 31 December 2022, at a
price of 2 pence per Ordinary Share, raising gross proceeds of
US$0.5 million (£0.45 million).
On 10 February 2023, the Company
issued 13,483,095 Ordinary Shares of 0.1 pence each at a price of
6.05 pence per Ordinary Share, in respect of the acquisition by the
Group of the remaining 25% working interest in the WSU in the
Paradox Basin, Utah from RSOC.
On 12 June 2023, the Company issued
90,000,000 Ordinary Shares of 0.1 pence each at a price of 3.5
pence per Ordinary Share, raising gross proceeds of US$3.9 million
(£3.2 million).
On 9 May 2024, the Company issued
64,045,768 Ordinary Shares of 0.1 pence each at a price of 4.85
pence per Ordinary Share, in settlement of US$3.88 million of its
outstanding loan facility with SGRI. See note 7.
On 16 May 2024, the Company issued
171,429 Ordinary Shares of 0.1 pence each in respect of the
exercise of warrants, at a price of 4.375 pence per Ordinary Share,
raising gross proceeds of US$9,506 (£7,500).
|
|
|
Ordinary
Shares
Number
'000
|
Deferred
Shares
Number
'000
|
|
|
|
|
|
|
At 1
January 2023
|
|
1,560,746
|
227,753
|
|
Allotment of shares
|
|
125,756
|
-
|
|
|
|
|
|
|
At
31 December 2023
|
|
1,686,502
|
227,753
|
|
Allotment of shares
|
|
64,217
|
-
|
|
|
|
|
|
|
At
30 June 2024
|
|
1,750,719
|
227,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. POST BALANCE SHEET EVENTS
All matters relating to events
occurring since the period end are reported in the review of
activities.
Dr Gregor Maxwell, BSc Hons. Geology
and Petroleum Geology, PhD, Technical Adviser to the Board
of Zephyr Energy plc, who meets the criteria of a qualified
person under the AIM Note for Mining and Oil & Gas Companies
- June 2009, has reviewed and approved the technical
information contained within this announcement.
Estimates of resources and reserves
contained within this announcement have been prepared according to
the standards of the Society of Petroleum Engineers. All estimates
are internally generated and subject to third party review and
verification.