2020 Interim Results

RNS Number : 3758X
Curzon Energy PLC
28 August 2020
 

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

 

28 August 2020

Curzon Energy Plc
("Curzon" or the "Company")

Unaudited Half-Year Results for the Six Months Ended 30 June 2020

 

Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil and gas development company, announces its unaudited interim results for the six months to 30 June 2020. 

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the interim report for the Company covering its results for the six months ended 30 June 2020.

 

Financial review

The Company incurred a loss of US$ 367,000 in the period.  A majority of this loss comprised expenditures in relation to the maintenance of the commercial potential of its Coos Bay CBM project as well as corporate listing overheads in London.  Additional expenditures were incurred conducting due diligence on a potential transaction with Sun Seven Stars Investment Group ("SSSIG"). 

 

Net cash of US$146,549 as at 30 June 2020 (US$79,234 as at 31 December 2019).  Basic loss per share of US$ 0.004 (period ended 30 June 2019: US$ 0.007).

 

Given the nature of the business and its development strategy, it is unlikely that the Board will recommend a dividend in the foreseeable future.

 

Outlook

The Company's near-term goal remains focused on exploring ongoing opportunities associated with the Company's Coos Bay coal bed methane project, as well as completing due diligence covering a potential transaction with SSSIG.  While the Company believes the Coos Bay asset holds residual potential value, progressing it materially during the period has proven to be difficult in light of recent US natural gas markets and logistical restrictions associated with the COVID-19 pandemic. 

 

Due diligence efforts on the potential transaction with SSSIG have taken longer than expected to date, in part due to COVID-19 related delays and disruptions, however, all parties continue to work together constructively to provide the detail and data required to fully assess the opportunity presented. 

 

On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.

 

We look forward to updating shareholders on our progress in due course.

 

John McGoldrick

Chairman and Non-Executive Director

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

The Company remains focused on exploring development opportunities regarding its Coos Bay coal bed methane project, including active renewal discussions covering license extensions with the two major lease owners.  With the oil and gas sector enduring very challenging conditions at present, the Company is exploring all options available to maintain and realize value from this historic flagship asset. 

 

In London, the Company has cut costs significantly year on year, recognizing the need to maintain a low operating cost base in current market conditions.  Meanwhile, discussions and data sharing continue with SSSIG, and as demonstrated by the recent extension announced on 12 August 2020, and all sides remain engaged and working towards progressing the initial key diligence stage.  While there can be no certainty that a transaction will proceed, the Company remains convinced of the potential merit of these discussions and diligence efforts. 

 

In the meantime, the Company day to day activities have transitioned effectively to a post-COVID remote working environment, which has allowed it to cut its already low cost base further and to continue to operate successfully both during and after the UK's pandemic lockdown. 

 

With several initiatives currently in progress, we look forward to being able to provide further guidance in due course, and we appreciate the patience of all stakeholders during this period. 

 

Scott Kaintz

Chief Executive Officer

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS

 

The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.

 

By order of the Board

 

 

John McGoldrick

Chairman and Non-Executive Director



 

Consolidated statement of comprehensive income

for the six months ended 30 June 2020

 


Notes

Six months ended
30 June 2020
Unaudited
US$

Six months ended
30 June 2019
Unaudited
US$

Year ended
31 December 2020
Audited
US$






Administrative expenses

5

(287,043)

(571,292)

(913,572)






Loss from operations


(287,043)

(571,292)

(913,572)

Finance expense

6

(76,470)

(14,645)

(112,093)

Impairment of exploration and evaluation assets


-

-

(2,559,000)

Foreign exchange differences


(3,487)

2,070

3,915






Loss before taxation


(367,000)

(583,867)

(3,580,750)

Income tax expense


-

-

-






Loss for the period attributable to equity holders of the parent company


(367,000)

(583,867)

(3,580,750)






Other comprehensive income/(expense)





Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency


78,311

6,474

(39,602)






Total comprehensive loss for the period


(288,689)

(577,393)

(3,620,352)






(Loss) per share





Basic and diluted, US$


(0.004) (

 (0.007)(

(0.044))

 

 

 

 

 

 

 



 

Consolidated statements of financial position


Notes

At 30 June 2020
Unaudited
US$

At 30 June 2019
Unaudited
US$

At 31 December 2019
Audited
US$

 

Assets





Non-current assets





Intangible assets


-

2,559,000

-

Property, plant and equipment


-

-

683

Restricted cash


125,000

125,000

125,000

Total non-current assets


125,000

2,684,000

125,683






Current assets





Prepayments and other receivables


33,812

65,336

31,203

Cash and cash equivalents


146,549

79,234

28,709

Total current assets


180,361

144,570

59,912

Total assets


305,361

2,828,570

185,595






Liabilities





Current liabilities





Trade and other payables


813,274

701,442

835,826

Borrowings

6

933,382

453,964

698,798

Total current liabilities


1,746,656

1,155,406

1,534,624






Total liabilities


1,746,656

1,155,406

1,534,624






Capital and reserves attributable to shareholders





Share capital

4

1,105,547

1,103,457

1,103,457

Share premium


3,619,332

3,586,947

3,586,947

Share-based payments reserve


474,792

454,026

474,792

Warrants reserve


375,198

213,250

213,250

Merger reserve


31,212,041

31,212,041

31,212,041

Foreign currency translation reserve


(25,065)

(57,300)

(103,376)

Accumulated losses


(38,203,140)

(34,839,257)

(37,836,140)

Total capital and reserves


(1,441,295)

1,673,164

(1,349,029)

Total equity and liabilities


305,361

2,828,570

185,595

 

 


Consolidated statements of changes in equity

 

 

Share capital

Share premium

Consolidation reserve

Share-based payment reserve

Warrant reserve

Foreign currency translation reserve

Accumulated losses

Total


US$

US$

US$

US$

US$

US$

US$

US$

At 1 January 2019 (audited)

1,024,036

3,563,122

31,212,041

454,026

191,011

(63,774)

(34,255,390)

2,125,072

Loss for the period

-

-

-

-

-


(583,867)

(583,867)

Other comprehensive income for the period

-

-

-

-

-

6,474

-

6,474

Total comprehensive loss for the period

-

-

-

-

-

6,474

(583,867)

(577,393)

Issue of share options

79,421

46,064

-

-

-

-

-

125,485

Issue of warrants

-

(22,239)

-

-

22,239

-

-

-

At 30 June 2019 (unaudited)

1,103,457

3,586,947

31,212,041

454,026

213,250

(53,300)

34,839,257

1,673,164



















At 1 January 2019 (audited)

1,024,036

3,563,122

31,212,041

454,026

191,011

(63,774)

(34,255,390)

2,125,072

Loss for the year 2019

-

-

-

-

-

-

(3,580,750)

(3,580,750)

Other comprehensive income for the year

-

-

-

-

-

(39,602)

-

(39,602)

Total comprehensive loss for the year

-

-

-

-

-

(39,602)

(3,580,750)

(3,620,352)

Issue of shares

79,421

46,064

-

-

-

-

-

125,485

Issue of share options




20,766




20,766

Issue of warrants

-

(22,239)

-

-

22,239

-

-

-










At 1 January 2020 (audited)

1,103,457

3,586,947

31,212,041

474,792

213,250

(103,376)

(37,836,140)

(1,349,029)

Loss for the period

-

-

-

-

-

-

(367,000)

(367,000)

Other comprehensive income for the year

-

-

-

-

-

78,311

-

78,311

Total comprehensive loss for the year






78,311

(367,000)

(288,689)

Issue of shares

2,090

206,871

-

-

-

-

-

208,961

Share issue costs

-

(12,538)

-

-

-

-

-

(12,538)

Issue of share warrants

-

(161,948)

-

-

161,948

-

-

-

At 30 June 2020 (unaudited)

1,105,547

3,619,332

31,212,041

474,792

375,198

(25,065)

(38,203,140)

(1,441,295)

 


Consolidated statement of cash flows


Notes

Six months ended
30 June 2020
Unaudited
US$

Six months ended
30 June 2019
Unaudited
US$

Year ended
31 December 2019
Audited
US$

Cash flow from operating activities





Loss before taxation


(367,000)

(583,867)

(3,580,750)

Adjustments for:





Finance expense


76,470

14,645

112,093

Share-based payments charge


-

-

20,766

Impairment of exploration assets


-

-

2,559,000

Foreign exchange movements


3,487

(2,070)

(3,915)

Operating cashflows before working capital changes  


(287,043)

(571,292)

(892,806)

Changes in working capital:





(Increase)/decrease in receivable


(2,610)

(29,180)

27,084

Increase in payables


(13,129)

203,185

309,917 

Net cash used in operating activities


(302,782)

(397,287)

(555,805)






Financing activities





Issue of ordinary shares


196,423

125,485

104,021

Costs of share issue


-

-

-

Proceeds from new borrowings


227,341

227,048

362,320

Net cash flow from financing activities


423,764

352,533

466,341

Net Increase in cash and cash equivalents in the period


120,982

(44,754)

(89,464)






Cash and cash equivalents at the beginning of the period


28,709

125,621

125,621

Restricted cash held on deposits


125,000

125,000

125,000

Total cash and cash equivalents at the beginning of the period, including restricted cash


153,709

250,621

250,621






Effect of the translation of cash balances into presentation currency


(3,142)

(1,633)

(7,448)

Cash and cash equivalents at the end of the period


146,549

79,234

28,709

Restricted cash held on deposits


125,000

125,000

125,000

Total cash and cash equivalents at the end of the period, including restricted cash


271,549

204,234

153,709

 

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

 

1.  General information and basis of preparation

 

The Company was incorporated and registered in England and a public limited company. The Company's registered number is 09976843 and its registered office is at Kemp House, 152 City Road, London EC1V 2NX.   On 4 October 2017, the Company's shares were admitted to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange's Main Market.

 

With effect from admission, the Company has been subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules. 

The principal activity of the Company is that of a holding company for its subsidiaries, as well as performing all administrative, corporate finance, strategic and governance functions of the Group. The Company's investments comprise of subsidiaries operating in the natural gas sector.

The Company has the following subsidiary undertakings: 

 

Name

Country of incorporation

Issued capital

Proportion held by Group at reporting date

Activity

Coos Bay Energy, LLC

USA

Membership interests

100%

Holding company

Westport Energy Acquisitions, Inc.

USA

Shares

100%

Holding company

Westport Energy, LLC

USA

Membership interests

100%

Oil and gas exploration

 

More information on the individual group companies and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended 31 December 2019.

 

2.  Accounting policies

The Group Financial statements are presented in US Dollars.

 

Basis of preparation

 

The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.

The preparation of the Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Group's accounting policies. The Group's accounting policies as well as the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed in the audited annual report for the year ended 31 December 2019 and are available on the Group's website.

In the opinion of the management, the interim unaudited consolidated financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited consolidated financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 December 2019.

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 and issuances of new equity.  The Group is reliant on the continuing support from its shareholders and the expected support of future shareholders.  The Group financial statements do not include the adjustments that would result if the Group were not to continue as a going concern.

 

Basis of consolidation

 

The consolidated financial statements of the Group incorporate the financial statements of the Company and entities controlled by the Company, its subsidiaries. More information on the individual group companies, details and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended 31 December 2019.

At the time of its acquisition by the Company, Coos Bay Energy, LLC consisted of Coos Bay Energy, LLC and its wholly owned US Group. It is the Directors' opinion that the Company at the date of acquisition of Coos Bay Energy, LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition is outside on the IFRS 3 scope. Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a "merger accounting" method of consolidation as the most relevant method to be used.

The Group consistently applies it to all similar transactions in the following way:

- the acquired assets and liabilities are recorded at their existing carrying values rather than at fair value;

- no goodwill is recorded;

- all intra-group transactions, balances and unrealised gains and losses on transactions are eliminated from the beginning of the first comparative period or inception, whichever is earlier;

- comparative periods are restated from the beginning of the earliest comparative period presented based on the assumption that the companies have always been together;

- all the pre-acquisition accumulated losses of the legal acquire are assumed by the Group as if the companies have always been together;

- all the share capital and membership capital contributions of all the companies included into the legal acquiree sub-group less the Company's cost of investment into these companies are included into the merger reserve; and

- the Company's called up share capital is restated at the preceding reporting date to reflect the value of the new shares that would have been issued to acquire the merged company had the merger taken place at the first day of the comparative period. Where new shares have been issued during the current period that increased net assets (other than as consideration for the merger), these are recorded from their actual date of issue and are not included in the comparative statement of financial position.

The results and cash flows of all the combining entities were brought into the financial statements of the combined entity from the beginning of the financial year in which the combination occurred, adjusted so as to achieve uniformity of accounting policies. The comparative information was restated by including the total comprehensive income for all the combining entities for the previous reporting period and their statement of financial position for the previous reporting date, adjusted as necessary to achieve uniformity of accounting policies. 

At 30 June 2020, 30 June 2019 and 31 December 2019, the group results include the results of Curzon Energy Plc, Coos Bay Energy, LLC, Westport Energy Acquisitions, Inc. and Westport Energy, LLC.

 

2.  Segmental analysis

In the opinion of the directors, the Group is primarily organised into a single operating segment. This is consistent with the Group's internal reporting to the chief operating decision maker.  Separate segmental disclosures have therefore not been included.

 

3.  Loss per share

The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue.  Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.

The following reflects the loss and share data used in the basic and diluted loss per share computations:

 


For six months
ended
30 June 2020
Unaudited

For six months
ended
30 June 2019
Unaudited

For year
ended
31 December 2019
Audited





Loss after tax (US$)

(367,000)

(583,867)

(3,580,750)

Weighted average number of ordinary shares of £0.0001 in issue

85,483,125

80,995,897

81,185,175

Effect of dilutive options and warrants


-

-

Weighted average number of ordinary shares of £0.01 in issue inclusive of outstanding dilutive options and warrants

85,483,125

80,995,897

81,185,175

Loss per share - basic and fully diluted (US$)

(0.004)

(0.007)

(0.044)

 

At 30 June 2020, 31 December 2019 and 30 June 2019, the effect of all potentially dilutive instruments was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation. Options and warrants, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented:

 

For six months
ended
30 June 2020
Unaudited

For six months
ended
30 June 2019
Unaudited

For year
ended
31 December 2019
Audited

 

Share options granted to employees - fully vested at the end of the respective period

280,854 

280,854 

280,854 

 

Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period

23,243,125

5,636,531

5,636,531

 

Total instruments fully vested

23,523,979

5,917,385 

5,917,385 

 

Total number of instruments and potentially issuable instruments (vested and not vested) not included into the fully diluted EPS calculation

23,523,979

5,917,385 

5,917,385 

 

4.  Share capital

Issued equity share capital


At 30 June 2020
Unaudited

At 30 June 2019
Unaudited

At 31 December 2019
Audited


Number

US$

Number

US$

Number

US$

Issued and fully paid







Existing Ordinary Shares of £0.01 each

-

-

83,032,972

1,103,457

83,032,972

1,103,457

After subdivision*:







New Ordinary shares of £0.0001 each

99,639,565

13,124

-

-

-

-

Deferred Shares of £0.0099 each

83,032,972

1,092,423

-

-

-

-

Total Share Capital, US$


1,105,547


1,103,457


1,103,457

 

*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 0.01 each in the capital of the Company into (i) 83,032,971 New Ordinary Shares ("New Ordinary Shares") of 0.0001 each and (ii) 83,032,971 Deferred Shares ("Deferred Shares") of 0.0099 each in the capital of the Company, and to amend the Company's Articles of Association accordingly.

 

Each New Ordinary Share carries the same rights in all respects under the amended Articles of Association as each Existing Ordinary Share did under the existing Articles of Association, including the rights in respect of voting and the entitlement to receive dividends. Each Deferred Share carries no rights and is deemed effectively valueless.

 

Warrants

Curzon Energy has raised £166,066 by way of a placing of 16,606,594 new ordinary shares of £0.0001 each ("Placing Shares") to institutional investors at a price of £0.01 per share, plus 17,606,594 twenty-four month warrants, exercisable into ordinary shares at a price of £0.015 per ordinary share for a period of twenty-four months . On 3 0 June 2020 , the following warrants were in issue:

 

Warrant exercise price

Number of warrants granted

Expiry date

Fair value of individual option

£0.10

130,200

4 Oct 2020

£0.061

£0.125

1,500,000

4 Oct 2020

£0.056

£0.0158

3,006,331

5 Mar 2021

£0.0056

£0.02

1,000,000

31 Dec 2020

£0.0001

£0.015

17,606,594

3 June 2022

£0.00731

Total warrants in issue at 30 June 2020

23,243,125



 

5.  Administrative expenses



For six months
ended
30 June 2020
Unaudited
US$

For six months
ended
30June 2019
Unaudited
US$

For year
ended
31 December 2019
Audited
US$






Staff costs





Directors' salaries


115,382

81,064

212,164

Consultants


28,363

33,111

66,943

Employer's NI


5,254

5,949

7,800

Professional services





Accounting, audit & taxation


38,181

53,178

87,927

Legal


-

-

5,684

Marketing


9,573

17,771

29,647

Other


18,411

8,961

20,757

Regulatory compliance


15,681

45,286

101,471

Standard Listing Regulatory Costs


2,098

269,532

260,281

Travel


485

6,069

14,306

Business development


-

-

29,345

Office and Admin





General


5,215

5,324

6,329

IT related costs


2,164

2,039

2,355

Mineral rights lease (outside of IFRS 16 scope)


24,190

14,486

32,049

Temporary storage and office rent


9,440

12,970

17,545

Insurance


12,606

15,552

18,969

Total administrative costs


287,043

571,292

913,572 

 

6.  Borrowings

The following loans from third parties were outstanding during the six months ended 30 June 2020. Details of the notes are disclosed in the table below:

 


Origination date

Contractual settlement date

Loan value in original currency (principal)

Annual interest rate

Security







C4 Energy Ltd

3 Oct 2018

1 Oct 2020

$100,000

10%

Unsecured

C4 Energy Ltd

25 Apr 2019

1 Oct 2020

$100,000

10%

Unsecured

Bruce Edwards

1 Sep 2017

1 Oct 2019

$100,000

15%

Unsecured

HNW Investor Group

26 Jun 2019

1 Oct 2020

£200,000

13%

100% of Coos Bay assets

Sun Seven Stars Investment Group

13 Mar 2020

13 Mar 2021

£185,000

10%

Unsecured

 

No interim payments are required under any of the promissory notes, as the payment terms require the original principal amount of each note, and all accrued interest thereon, to be paid in single lump payments on the respective contractual settlement dates.  The Bruce Edwards note has been mutually agreed to be converted into equity upon issuance of the next prospectus-based fundraising. 

 


30 June 2020
Unaudited
US$

30 June 2019
Unaudited
US$

31 December 2019
Audited
US$





At the beginning of the period

698,798

213,812

213,812

Received during the year

227,341

227,048

362,320

Interest accrued during the period

49,960

14,645

110,700

Exchange rate differences

(42,717)

(1,541)

11,966

At the end of the period

933,382

453,694

698,798

 

7.  Post balance sheet events

On 1 July 2020 the Company announced that the exclusivity period entered into with Sun Seven Stars Investment Group had been agreed to be extended, and that formal terms covering the extension of the exclusivity period and the nature of the additional financial support to be provided by SSSIG had yet to be finalized.  These terms and the details surrounding the financial support associated with the extension will be announced once formalized. 

On 12 August 2020, the Company announced a further update regarding a potential transaction with Sun Seven Stars Investment Group.  The period of exclusivity between SSSIG and the Company has been extended to 1 September 2020 by the payment of £75,000 to be added to the one-year loan note carrying an annual interest rate of 10% per annum and convertible at the price of any subsequent share issue in the contemplated transaction.  SSSIG has the right to further extend this period through to 1 December 2020 by making additional payments. 

 

For further information please contact:




Curzon Energy Plc

+44 (0) 20 7747 9980

Scott Kaintz


www.curzonenergy.com




SP Angel Corporate Finance LLP

+44 (0) 20 3470 0470





Optiva Securities Limited

+44 (0) 20 3137 1902



 

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