Final Results and Publication of Annual Report

Beacon Energy PLC

30 June 2026

 

30 June 2026

Beacon Energy plc

("Beacon Energy" or the "Company")

Final Results and Publication of Annual Report 

Beacon Energy (AIM:BCE), announces its Final Results for the year ended 31 December 2025.

Copies of the Annual Report and Accounts will shortly be posted to shareholders and made available on the Company's website at: https://beaconenergyplc.com/

Mark Rollins, Non-Executive Chairman of Beacon Energy, commented:

"During the year and subsequent period, the Board has worked tirelessly to deliver the Company's strategy which is to pursue the acquisition of value enhancing opportunities to develop and grow a self-funding upstream oil & gas company.

On 6 March 2026, the Company was delighted to complete the acquisition of a strategic investment in LNEnergy Limited ("LNEnergy"), together with a £3.79 million fundraise and simultaneous readmission to AIM.

The acquisition represented a transformational transaction for shareholders, which was fully aligned with Beacon Energy's growth strategy to focus on assets with proven resources, a clear path to production and therefore tangible value. 

As announced separately today, the introduction of a large industrial player with over a century of energy sector expertise in Italy to the shareholder base of LNEnergy Italy further validates the quality of the Colle Santo project and strengthens the financial backing for the project.

With the VIA approval in August 2025 and the full EIA approval in January 2026, LNEnergy Italy remains fully focused on securing the Production Concession award in the coming months. We have a clear and active pipeline of milestones ahead and look forward to keeping shareholders updated on our progress."

Enquiries:

Beacon Energy plc Stewart MacDonald (CEO)	[phone]
Strand Hanson Limited (Financial and Nominated Adviser) Rory Murphy / James Bellman	[phone]
Buchanan (Financial PR) Barry Archer	[phone]
Tennyson Securities Limited (Broker) Peter Krens	[phone]

CHAIRMAN'S REPORT

Dear fellow shareholders,

I am pleased to present the following statement in support of the annual results of Beacon Energy plc (the "Company") for the year ended 31 December 2025.

During the year and subsequent period, the Board has worked tirelessly to deliver the Company's strategy which is to pursue the acquisition of value enhancing opportunities to develop and grow a self-funding upstream oil & gas company.

Following the commencement of a liquidation process for Rhein Petroleum GmbH, as announced on 6 January 2025, the Company became an AIM Rule 15 cash shell. The Company has since actively reviewed a number of potential opportunities and has focused its efforts on assets capable of near-term production, strong cash margins, and long-term value creation through disciplined capital deployment.

Following the year end, on 6 March 2026, the Company was pleased to complete the acquisition of a strategic investment in LNEnergy Limited ("LNEnergy"), together with a £3.79 million fundraise and simultaneous readmission to AIM following a period of suspension associated with the reverse take-over (the "Transaction").

LNEnergy is an established upstream oil & gas operator which holds a 90 per cent working interest in the Colle Santo gas field, located onshore Italy (the "Colle Santo Asset"). This acquisition represented a transformational transaction for shareholders, which was fully aligned with Beacon Energy's growth strategy to focus on assets with proven resources, a clear path to production and therefore tangible value.

On Admission, Beacon Energy completed the acquisition of an indirect interest of approximately 24 per cent in LNEnergy. Subject to the award of the Production Concession for the Colle Santo Asset (by LNEnergy Srl ("LNEnergy Italy"), a 100 per cent owned subsidiary of LNEnergy), Beacon Energy will acquire a further indirect interest of approximately 24 per cent in LNEnergy, taking the Company's indirect interest to approximately 48 per cent in LNEnergy (equivalent to a 43.2 per cent indirect interest in the Colle Santo Asset).

Highlights of the Transaction:

●       Material European gas asset: The Transaction provides Beacon with an indirect interest in the Colle Santo Asset, a material, substantially de-risked development ready onshore gas field. The Colle Santo gas field, located in the Abruzzo region of central Italy, is one of the largest onshore proven undeveloped gas accumulations in mainland Western Europe, with gross Proved plus Probable (2P) reserves of 73.3 Bscf as independently estimated by RPS (October 2025).

●       Clear and well-advanced development pathway: The Transaction provides exposure to a high-margin small-scale LNG project ("Project") operated by LNEnergy Italy, which holds the Colle Santo Asset. In January 2026, the Project received a positive Environmental Impact Assessment from the Italian Ministry of the Environment and Energy Security ("MASE") - a critical milestone on the path to securing the Production Concession. The Project benefits from substantial sunk capital, including two wells that have already been drilled and completed, eliminating the need for any additional drilling to reach first gas. A near-term work programme has been submitted to MASE for approval, with the objective of reaching Final Investment Decision ("FID") in Q3 2026.

●       Attractive economics: The Board considers the Colle Santo Asset to be commercially and economically attractive. Based on Beacon's 43.2 per cent indirect economic interest in the project (assuming the Second Acquisition is completed), RPS Energy Limited calculate an NPV10 of €37.6m (at €40/MWh) and €52.9m (at €50/MWh), compared with €26.6m as outlined in the CPR dated December 2025, which used a price of ~€30/MWh. The Colle Santo development is expected to deliver substantial and sustained cash flows. RPS estimates post-tax pre-financing free cash flow of approximately €10 million per annum by 2028.

●       Experienced development team and operating partners: LNEnergy and its major contractor, Italfluid, bring a proven track record of development and production operations coupled with a strong HSE record and a firm commitment to environmentally responsible hydrocarbon production

Following Completion of the Transaction, the Company was pleased to announce that LNEnergy Italy had entered into an offtake and financing arrangement with a leading Italian based distributor of energy products (the "Offtake Agreement"). Under the terms of the Offtake Agreement, LNEnergy Italy has secured additional capital, structured as an offtake pre-payment, to be used to fund project costs, including well service and well integrity test, prior to FID.

In April 2026, the Company announced that Stewart MacDonald, Beacon's CEO, would join the board of directors of LNEnergy and that LNE IOM Limited, in which the Company holds a 49 per cent shareholding, had acquired additional shares in LNEnergy through a rights offering conducted by LNEnergy to raise up to £780,000. LNEnergy will use the proceeds of the rights offering to progress the Colle Santo Asset and satisfy working capital.

On 30 June 2026, the Company announced that a leading Italian energy distribution company (the "Investor") has subscribed for new shares in LNEnergy Italy for consideration of €1.4 million. As a result, the Investor will hold approximately 10 per cent shareholding in LNEnergy Italy with the remaining 90 per cent held by LNEnergy Limited. Simultaneously, LNEnergy Italy has increased its working interest in the Colle Santo project from 90 per cent to 100 per cent, fully consolidating the project's ownership, through an agreement with the existing partner to withdraw from the licence. These transactions, when taken together, maintain Beacon's 43.2 per cent indirect economic interest in the project (assuming the Second Acquisition is completed).

LNEnergy is advancing preparations to undertake well integrity and well testing on the two existing Colle Santo wells. The timing of the tests was originally planned for May but delayed due to the ownership changes outlined above. The well integrity and testing is now expected to commence in July 2026. It is also anticipated that LNEnergy, and its major contractor, Italfluid, will complete FEED on the Colle Santo project shortly after the tests have concluded. The Company and LNEnergy remain focused on a near-term work programme with the objective of reaching Final Investment Decision ("FID") in Q3 2026.

As outlined above, the Company's strategy continues to be the creation of a self-funding oil & gas production company. The Board is presently in discussions on a range of acquisition opportunities however there can be no guarantee that agreement on any such acquisition will be reached.

It only remains for me to thank our new and existing shareholders for their ongoing support for the Company, management team and our strategy. We are very excited about the year ahead with an active work programme designed to create long-term value for Beacon's shareholders.

Mark Rollins

Non-Executive Chairman

30 June 2026

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME   

	Note	For the year ended 31 December 2025 US$'000	For the year ended 31 December 2024 Restated US$'000
Income:
Operating income		-	-
Other income		-	-
Total income		-	-
Cost of goods sold		-	-
Operating expenses		-	-
Operating loss		-	-
Other administrative expenses	6	(1,067)	(2,545)
Net loss before finance costs and taxation		(1,067)	(2,545)
Finance costs		(18)	-
Effects of exchange gain/loss		40	(35)
Loss before tax		(1,045)	(2,580)
Tax expense	10	-	-
Loss from continuing operations		(1,045)	(2,580)
Discontinued operations
Loss from discontinued operations net of tax	11	-	(16,004)
Loss for the year		(1,045)	(18,584)
Other comprehensive income
Exchange differences on translation of foreign operations		-	-
Total comprehensive loss for the year attributable to owners of the parent		(1,045)	(18,584)
Basic loss per share attributable to owners of the parent during the year (expressed in US cents per share)	7	(5.65)	(0.11)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing.

The accompanying notes form an integral part of these Financial Statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Note	As at 31 December 2025 US$'000	As at 31 December 2024 US$'000
Assets
Fixed assets		-	-
Total fixed assets		-	-
Current assets
Other receivables		104	23
Cash and cash equivalents		25	866
Total current assets		129	889
Total assets		129	889
Liabilities
Trade and other payables	14	(1,474)	(1,189)
Total liabilities		(1,74)	(1,189)
Net (liabilities)/assets		(1,345)	(300)
Equity attributable to the owners of the parent
Share premium	13	68,344	68,344
Share reserve		3,101	3,101
Accumulated deficit		(72,790)	(71,745)
Total shareholder funds		(1,345)	(300)

The Financial Statements were approved and authorised for issue by the Board of Directors on 30 June 2026  and were signed on its behalf by:

Director

The accompanying notes form an integral part of these Financial Statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share premium	Share reserve		Foreign Currency Translation reserve		Accumulated deficit	Total equity
	US$'000	US$'000		US$'000		US$'000	US$'000
Balance at 1 January 2024	65,245	2,801		(276)		(53,161)	14,609
Loss for the year to 31 December 2024	-	-		-		(18,584)	(18,584)
Other comprehensive income
Exchange differences on translation of foreign operations	-	-		276		-	276
Total comprehensive income	-	-		276		(18,584)	(18,308)
Transactions with equity shareholders of the parent
Proceeds from shares issued	3,262	-		-		-	3,262
Cost of shares issued	(163)	-		-		-	(163)
Share based payments	-	300		-		-	300
Balance at 31 December 2024	68,344	3,101		-		(71,745)	(300)
Loss for the year to 31 December 2025	-	-		-		(1,045)	(1,045)
Total comprehensive income	-	-		-		(1,045)	(1,345)
Transactions with equity shareholders of the parent	-	-		-		-	-
Balance at 31 December 2025	68,344	3,101		-		(72,7790)	(1,345)

The accompanying notes form an integral part of these Financial Statements.

CONSOLIDATED CASH FLOW STATEMENT

	For the year ended 31 December 2025 US$'000		For the year ended 31 December 2024 US$'000
Cash flows from operating activities:
Net loss for the year	(1,045)		(18,584)
Adjustments for:
Share based payments	46		300
Depreciation on property plant and equipment	-		-
Negative goodwill	-		-
Tax expense	-		-
Interest paid	18		-
Change in working capital items:
Decrease/(Increase) in other receivables	(81)		538
(Decrease)/Increase in trade and other payables	285		662
Net cash used in operations	(777)		(17,084)
Cash flows from investing activities
Loss on discontinued operations	-		16,004
Project capitalisation	-		-
Adjustments cash transferred to Rhein	-		(3,866)
Purchase of property, plant & equipment discontinued operation	-		-
Net cash used in investing activities	-		12,138
Cash flows from financing activities
Proceeds from issue of share capital	-		3,262
Share issue costs	-		(163)
Repayment of VAT liability	(24)		-
Proceeds from borrowings	33		-
Net cash generated by financing activities	9		3,099
Net (decrease)/increase in cash and cash equivalents	(768)		(1,847)
Cash and cash equivalents, at beginning of the year	866		2,640
Effect of foreign exchange rate changes	(73)		73
Cash and cash equivalents, at end of the year	25		866

The accompanying notes form an integral part of these Financial Statements.

NOTES TO FINANCIAL STATEMENTS

1     Reporting Entity

Beacon Energy plc (the "Company") is domiciled in the Isle of Man. The Company's registered office is at 55 Athol Street, Douglas, Isle of Man IM1 1LA. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group"). The Group is primarily involved in the E&P business.

2     Basis of accounting

These consolidated financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards ("IFRS"). They were approved and authorised for issue by the Company's Board of directors on 30 June 2026.

Details of the Group's accounting policies are included below:

The following amended standard came into effect in the current year and is not expected to have a significant impact on the Group's consolidated financial statements:

·    Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

Standards and amendments effective for periods beginning 1 January 2026 or later

A number of new standards are effective for annual periods beginning after 1 January 2026 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.

The following amended standards are not expected to have a significant impact on the Group's consolidated financial statements:

·    Amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments

·    Annual Improvements to IFRS Accounting Standards - Volume 11

·    Amendments to IFRS 9 and IFRS 7 regarding power purchase arrangements

A. Basis of consolidation

i. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group 'controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

ii. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

B. Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs.

However, foreign currency differences arising from the translation of the following items are recognised in Other Comprehensive Income (OCI):

-      an investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss);

-     a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and

-     qualifying cash flow hedges to the extent that the hedges are effective.

ii. Foreign operations

-     The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the exchange rates at the dates of the transactions.

-     Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

-     When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

C. Employee benefits

i. Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

ii. Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees and other service providers is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

D. Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

i. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if certain criteria are met.

ii. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

-     temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

-     temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

-      taxable temporary differences arising on the initial recognition of goodwill.

-     Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.

E. Exploration expenditure

Costs incurred prior to acquiring the right to explore an area of interest are expensed as incurred. Exploration and evaluation assets are intangible assets.

Exploration and evaluation assets represent the costs incurred on the exploration and evaluation of potential hydrocarbon resources, and include costs such as seismic acquisition and processing, exploratory drilling, activities in relation to the evaluation of technical feasibility and commercial viability of extracting hydrocarbons, and general administrative costs directly relating to the support of exploration and evaluation activities.

The Group assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. The recoverable amount is the higher of the assets fair value less costs to sell and value in use. Assets are allocated to cash generating units not larger than operating segments for impairment testing. Purchased exploration and evaluation assets are recognised as assets at their cost of acquisition or at fair value if purchased as part of a business combination. They are subsequently stated at cost less accumulated impairment. Exploration and evaluation assets are not amortised.

When proved reserves of oil and gas are identified and development is sanctioned by management, the relevant capitalised expenditure is first assessed for impairment and (if required) any impairment loss is recognised, then the remaining balance is transferred to oil and gas properties.

Oil and gas properties and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost (if the asset was previously classified as assets in development), any costs directly attributable to bringing the asset into operation, the initial estimate of the decommissioning obligation and, for qualifying assets (where relevant), borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

Oil and gas properties are depreciated on a unit-of-production basis over the total proved developed and undeveloped reserves of the field concerned, except in the case of assets whose useful life is shorter than the lifetime of the field, in which case, the straight-line method is applied.

F. Share capital

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS12.

G. Impairment

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the Cash Generating Unit (CGU), and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

H. Fair value measurement

'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

I. Operating Income

Operating income represents revenue from contracts with customers and is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has concluded that it is the principal in all of its revenue arrangements since it controls the goods or services before transferring them to the customer.

J. Going concern

The financial statements have been prepared on a going concern basis.

The Group monitors its cash position, cash forecasts and liquidity on a regular basis and takes a conservative approach to cash management.

As at 31 December 2025, the Company had available cash resources of US$0.025 million. Following the completion of the acquisition of a strategic investment in LNEnergy and associated fund raise on 6 March 2026, the Company (through its interest in LNEnergy) is focused on progressing the Colle Santo Asset to Final Investment Decision ("FID") in Q3 2026. FID is contingent on securing both (i) the Production Concession; and (ii) funding for the development of the Colle Santo Asset, which is expected to comprise a combination of pre-payment, third party debt and contractor finance.

As a result of the fundraise, Management's base case suggests that the Company has sufficient liquidity to progress the Colle Santo Asset to FID in 2026.

Management have also considered a number of downside scenarios, including scenarios where Colle Santo FID is delayed beyond 2026. Potential mitigants include deferral and/or reduction of expenditure and raising additional funding.

As a result, the Directors are of the opinion that the Group is likely to operate as a going concern for at least the next twelve months from the date of approval of these financial statements.

Nonetheless, these conditions indicate the existence of a material uncertainty which may cast doubt on the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would be required if the Group were unable to continue as a going concern.

3     Functional and presentation currency

These consolidated financial statements are presented in US Dollars ("USD" or "US$"), which is the Group's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

4     Use of judgements and estimates

In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

A. Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following notes:

- Note 16 - consolidation: whether the Group has de facto control over an investee.    

B. Assumptions and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below:

Share based payments (note 8)

The Group has made awards of options and warrants over its unissued capital. The valuation of these options and warrants involve making a number of estimates relating to price volatility, future dividend yields, expected life and forfeiture rates.i) Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

-     Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

-     Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

-     Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

5     Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM"). The CODM, who is responsible for allocating resources and assessing performance of the operating segments and make strategic decisions, has been identified as the Directors of the Group.  In the opinion of the Directors, the operations of the Group comprise one operating segment comprising oil and gas exploration and production operations.  As a result, the Group considers that it only has one reportable segment, and the Directors consider that the primary financial statements presented substantially reflect all the activities of the Company. 

6    Administrative expenses

Administration fees and expenses consist of the following:

	2025 December	2024 December
	US$'000	US$'000
Audit fees	67	61
Professional fees	424	324
Administration costs	37	129
Employee share-based payments (Note 9)	-	141
Director share-based payments (Note 9)	46	1,271
Directors' fees (Note 9)	485	595
Travel and entertainment	8	24
Other administrative expenses	1,067	2,545

 

7    Earnings per share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.            

	2025 December	Restated 2024 December
Loss attributable to owners of the Group (USD thousands)	(1,045)	(18,584)
Weighted average number of ordinary shares in issue (thousands)	18,512	17,695
Loss per share (US cents)	(5.65)	(105.02)

In accordance with International Accounting Standard 33 'Earnings per share', no diluted earnings per share is presented as the Group is loss making.

On 30 December 2025, the Company completed a 1-for-1,000 share consolidation. Each 1,000 existing ordinary shares of $Nil par value were consolidated into one ordinary share of $Nil par value. The number of new ordinary shares as at 31 December 2025 is 18,511,680.

In accordance with IAS 33, the 2024 weighted average number of ordinary shares has been retrospectively adjusted to reflect the share consolidation undertaken in 2025, in order to ensure comparability of earnings per share.

8  Share-based payment arrangements

The following is a summary of the share options and warrants outstanding and exercisable as at 31 December 2025, 31 December 2024, 31 December 2023 and 31 December 2022, and the changes during each year:

	Number of options and warrants	Weighted average exercise price (pence)
Outstanding and exercisable at 31 December 2022	613,268,824	0.43
Outstanding and exercisable at 31 December 2023	3,295,965,536	0.15
Outstanding and exercisable at 31 December 2024	3,522,877,036	0.13
Outstanding and exercisable at 31 December 2025	2,998,807	0.11

The above weighted average exercise prices have been expressed in pence and not cents due to the terms of the options and warrants. The following share options or warrants were outstanding and exercisable in respect of the ordinary shares:

Grant Date	Expiry Date	31 December 2023	Issued	Expired /Cancelled	31 December 2024	Exercise Price
Warrants
31.03.21	31.03.26	38,511,644	-	-	38,511,644	0.00p
Consolidation		(34,660,485)	-	-	(34,660,485)
19.04.21	19.04.24	21,488,500	-	(21,488,500)	-	2.60p
19.04.21	19.04.26	24,064,620	-	-	24,064,620	2.60p
26.07.22	27.07.25	500,000,000	-	-	500,000,000	0.13p
11.04.23	11.04.28	1,325,753,299	-	-	1,325,753,299	0.11p
20.09.23	20.09.28	116,700,000	-	-	116,700,000	0.15p
28.02.24	28.02.29	-	248,400,000	-	248,400,000	0.05p
Options
17.03.22	17.03.27	30,000,000	-	-	30,000,000	0.30p
19.12.22	19.12.27	188,803,430	-	-	188,803,430	0.00p
19.12.22	19.12.27	581,738,888	-	-	581,738,888	0.11p
20.12.23	20.12.28	266,972,202	-	-	266,972,202	0.15p
20.12.23	20.12.28	236,593,438	-	-	236,593,438	0.15p
		3,295,965,536	248,400,000	(21,488,500)	3,522,877,036

Grant Date	Expiry Date	31 December 2024	Issued	Expired /Cancelled	31 December 2025	Exercise Price
Warrants
31.03.21	31.03.26	38,511,644	-	-	38,511,644	0.00p
Consolidation		(34,660,485)	-	-	(34,660,485)
19.04.21	19.04.26	24,064,620	-	(24,064,620)	-	2.60p
26.07.22	27.07.25	500,000,000	-	(500,000,000)	-	0.13p
11.04.23	11.04.28	1,325,753,299	-	-	1,325,753,299	0.11p
20.09.23	20.09.28	116,700,000	-	-	116,700,000	0.15p
28.02.24	28.02.29	248,400,000	-	-	248,400,000	0.05p
Consolidation			-	(1,693,009,754)	(1,693,009754)
Options
17.03.22	17.03.27	30,000,000	-	-	30,000,000	0.30p
19.12.22	19.12.27	188,803,430	-	-	188,803,430	0.00p
19.12.22	19.12.27	581,733,888	-	-	581,733,888	0.11p
20.12.23	20.12.28	266,972,202	-	-	266,972,202	0.15p
20.12.23	20.12.28	236,593,438	-	-	236,593,438	0.15p
Consolidation			-	(1,302,798,855)	(1,302,798,855)
		3,522,872,036	-	(3,519,873,229)	2,998,807

The options and warrants issued during the year were valued using the Black-Scholes valuation method and the assumptions used are detailed below.  The expected future volatility has been determined by reference to the historical volatility:

The above disclosure presents the number of options and warrants at their exercise prices on a pre-consolidation basis. Following the consolidation undertaken on 30 December 2025, the number of instruments would be reduced proportionally and the exercise price increased by a factor of 1,000. This has no impact on the overall economic value of the instruments.

Grant date	Share price at grant	Exercise price	Volatility	Option life	Dividend yield	Risk-free investment rate	Fair value per option
19.12.22	0.175p	0.00p	237%	5 years	0%	3.503%		0.15p
19.12.22	0.175p	0.11p	237%	5 years	0%	3.503%		0.09p
20.12.23	0.95p	0.15p	98%	5 years	0%	3.525%		0.05p

The Group recognised US$46,000 (2024: US$300,000) relating to equity-settled share-based payment transactions during the year arising from Option or Warrant grants, which was charged US$Nil (2024: US$Nil) in respect of services performed in connection with the issue of new shares charged to share premium, US$Nil (2024:US$Nil) in respect of directors' fees and US$Nil reversed (2024: US$Nil) in respect of employee costs to the income statement. For the share options and warrants outstanding as at 31 December 2025, the weighted average remaining contractual life is 2 years (2024: 3 years).

9     Employee benefits (including directors)

The group employed an average of 4 individuals during the year, including the directors (2024: 4).

			2025 December	2024 December
			US$'000	US$'000
Directors' remuneration (see below)			485	595
Share based payments - Directors (see below)			46	1,271
Share based payments - Employees			-	141
			531	2,007

Key management of the Group are considered to be the Directors.

The remuneration of the directors during the year ended 31 December 2025 was as follows:

			Short term employee benefits	Social security payments	Pension contribution	Share based payments	Total 2025
			US$'000	US$'000	US$'000	US$'000	US$'000
Ross Warner			40	-	-	-	40
Mark Rollins			60	-	-	15	75
Stewart MacDonald			269	39	37	25	370
Leo Koot			40	-	-	6	46
Total Key Management			409	39	37	46	531

The remuneration of the directors during the year ended 31 December 2024 was as follows:

		Short term employee benefits	Social security payments	Pension contribution	Share based payments	Total 2024
		US$'000	US$'000	US$'000	US$'000	US$'000
Ross Warner		40	-	-	11	51
Mark Rollins		60	-	-	201	261
Stewart MacDonald		260	32	32	342	666
Steve Whyte		33	2	-	59	94
Larry Bottomley		88	8	-	599	695
Leo Koot		40	-	-	59	99
Total Key Management		521	42	32	1,271	1,866

10     Income tax expense

The Parent Company is resident for tax purposes in the Isle of Man and is subject to Isle of Man tax at the current rate of 0% (2024: 0%).  During the year and in the prior year, no subsidiaries were subject to material corporation tax.

Taxation reconciliation

The charge for the year can be reconciled to the loss per the consolidated statement of comprehensive income as follows:

	2025 December	2024 December
	US$'000	US$'000
Loss before income tax	(1,045)	(18,584)
Tax on loss at the weighted average corporate tax rate of 0% (2024: 0%)	-	-
Tax - German authorities	-	-
Total income tax expense	-	-

The deferred tax asset has not been recognised, in accordance with IAS 12. The Group does not have a material deferred tax liability at the year end.

11     Discontinued Operations

Rhein Petroleum GmbH, previously an upstream oil and gas subsidiary, was classified as a discontinued operation following the loss of control on 28 June 2024. Following a creditor-led process, the entity's assets were sold and the subsidiary has entered liquidation. No value is expected to be recovered by the Group.

The results of the discontinued operation for the prior year are presented below. There were no discontinued operations in the current year.

		2025	2024
Loss on Discontinued operations		$'000	$'000
Other Income in relation to discontinued operations		-	702
Expenses in relation to discontinued operations		-	(1,591)
Unaudited losses generated by discontinued operations		-	(889)
Loss on disposal of subsidiary		-	(15,115)
Total loss on discontinued operations			(16,004)

 

12     Property, plant and equipment

			Oil and gas properties and equipment		Oil and gas properties and equipment
			2025 US$'000		2024 US$'000
Cost			-		20,762
Acquired in year			-		-
Disposal in the year			-		(20,762)
Cost at 31 December			-		-
Depreciation
Depreciation at 1 January			-		(426)
Depreciation charge			-		-
Depreciation write off			-		426
Depreciation at 31 December 2025			-		-
Net book value - 1 January			-		20,336
Net book value - 31 December			-		-

13     Capital and reserves

All shares are Nil Coupon fully paid and each ordinary share carries one vote. No warrants have been exercised at the reporting date.

Allotted, called-up and fully paid:	Number	Pence per share	Share premium US$'000
Balance at 1 January 2024	13,374,679,620		65,245
28 February 2024-Equity placing	5,137,000,000	0.14	3,262
Cost of issue	-		(163)
Balance at 31 December 2024	18,511,679,620		68,344
Consolidation of shares 1:1,000	(18,493,167,941)		-
Balance at 31 December 2025	18,511,679		68,344

 

14     Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. The majority of current liabilities and accruals balance relates to monies owed (related to unpaid fees) to directors, a former director and (related to the Earn Out associated with Rhein Petroleum) the Company's largest shareholder, Tulip Oil Holdings.

			2025 December	2024 December
			US$'000	US$'000
Trade payables			296	80
Current liability			223	157
Accruals and other payables			955	952
			1,474	1,189

15    Risk Management

Financial Risks

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency exchange risk and interest rate risk), credit risk and liquidity risk. The Board of Directors seek to identify and evaluate financial risks.

Market risk

A.  Foreign currency exchange risk

Foreign exchange risk arises because the Group entities enter into transactions in currencies that are not the same as their functional currencies, resulting in gains and losses on retranslation into US Dollars. It is the Group's policy to ensure that individual Group entities enter into local transactions in their functional currency wherever possible and that only surplus funds over and above working capital requirements should be transferred to the treasury of the Parent Company. The Group and Company considers this policy minimises any unnecessary foreign exchange exposure. Despite this policy, the Group cannot avoid being exposed to gains or losses resulting from foreign exchange movements, at the reporting date a 5% decrease in the strength of the US Dollar would result in a corresponding reduction of US$65,000 (2024: US$1,650) in the net assets of the Group.

 

B.  Cash flow interest rate risk

The Group's cash and cash equivalents are invested at short term market interest rates. As market rates are low, the Group is not subject to significant cash flow interest rate risk and no sensitivity analysis is provided. The Group is also not subject to significant fair value interest rate risk.

	2025 December US$'000	2024 December US$'000
Cash & Cash Equivalents
USD	3	21
GBP	22	845
EUR	-	-
Total Financial Assets	25	866
Trade & other payables
USD	964	952
GBP	353	80
EUR	157	157
Total Financial Liabilities	1,474	1,189

Credit risk

Credit risk arises on investments, cash balances and receivable balances. The amount of credit risk is equal to the amounts stated in the Statement of Financial Position for each of these assets. Cash balances and transactions are limited to high-credit-quality financial institutions. There are no impairment provisions as at 31 December 2025 (31 December 2024: nil).

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group has adopted a policy of maintaining surplus funds with approved financial institutions.

Management of liquidity risk is achieved by monitoring budgets and forecasts against actual cash flows.  Should the Group enter into borrowings during the year, management monitor the repayment and servicing of these arrangements against the contractual terms and reviewed cash flows to ensure that sufficient cash reserves were maintained.

Capital Risks

The Directors determine the appropriate capital structure of the Group, specifically, how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt), in order to finance the Group's business strategy. The Group's policy in the long term is to seek to maintain the level of equity capital and reserves to maintain an optimal financial position and gearing ratio which provides financial flexibility to continue as a going concern and to maximise shareholder value. The capital structure of the Group consists of shareholders' equity together with net debt (where relevant). The Group's funding requirements are met through a combination of debt, equity and operational cash flow.

16     List of subsidiaries and associates

The parent of the Group has shareholdings in the following entities:

Name	Interest 2025	Interest 2024	Country of incorporation	Nature of business
Advance Energy TL Limited	100%	100%	UK	Dormant
Eagle Gas Limited	25%	25%	UK	Oil and gas exploration
Beacon Energy RP Limited	100%	100%	Isle of Man	Dormant
Rhein Petroleum GmbH*	100%	100%	Germany	Oil and gas (insolvent)

* For the purposes of these financial statements, the table above shows the shareholding in the subsidiary as still being 100% as the formal liquidation procedures are still on going as at 31 December 2025. The Company has considered the date of 28 June 2024 as the date of loss of control of its subsidiary.

17     Commitments

There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements as at 31 December 2025 (31 December 2024: None).

18     Related parties

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence.

Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities and include entities which are under significant influence of related parties of the Group where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Group or of any entity that is a related party of the Group.

Details of Directors remuneration are disclosed in Note 9 Directors Remuneration. For details of any related party transactions entered into after the year-end please refer to Note 19 Subsequent Events. 

During the year, the Company entered into loan agreements with Mark Rollins and Leo Koot, each a director of the Company and therefore a related party under IAS 24.

The key terms of the loans (which were each identical):

·    Principal: £25,000 ($33,343)

·    Date of Agreement: 10 December 2025

·    Interest: The loan is non-interest bearing

·    Security: The loan is unsecured

The loan is repayable in full on the earlier of:-

·    6 February 2026

·    Completion of an equity fundraising of at least £2.0 million

·    Occurrence of an event of default

The Company may repay the loans at any time, subject to solvency considerations. Repayment is conditional on the directors being satisfied that the Company will be able to pay its debts for at least 12 months following.

As at the year end, the balance outstanding on the loans is £50,000.

As it relates to the loan from Mark Rollins, at the year end, the loan funds had not been received, and accordingly a receivable has been recognised in the Financial Statements. At 31 December 2025, amounts payable to related parties comprised:

A balance of $157k due to Tulip Oil Holding B.V., a shareholder of the Company. The balance is unsecured, interest free and repayable on demand. This amount is included within current liabilities in the financial statements.

A balance of $915k payable to Directors in respect of deferred remuneration. These amounts are unsecured, interest free and repayable on demand and are included within accruals and other payables in the financial statements.

There are no guarantees provided in respect of these balances.

19     Subsequent events

On 6 March 2026, the Company announced their re-admission to trading on AIM, the completion of acquisition of a significant interest in LNEnergy Limited and the completion of the fundraise.

On 14 April 2026, the Company announced that Stewart MacDonald, Beacon's CEO, will join the board of directors of LNEnergy.

On 14 April 2026, the Company also confirmed that LNE IOM Limited, in which the Company holds a 49 per cent shareholding, had acquired additional shares in LNEnergy through a rights offering conducted by LNEnergy to raise up to £780,000.

Given the full participation of other LNEnergy shareholders in the rights offering, LNE IOM Limited's shareholding in LNEnergy remains approximately 48 per cent. Under the terms of the transaction agreed with Reabold (as announced on 7 October 2025 and as set out in the Admission Document of 17 February 2026), Beacon's shareholding in LNE IOM Limited will increase to 100 per cent following the satisfaction of certain conditions, including the award of the Production Concession, expected Q3 2026 (the "Second Acquisition" as defined in the Admission Document).

LNEnergy will use the proceeds of the rights offering to progress the Colle Santo project and satisfy working capital.

On 30 June 2026, the Company announced that a leading Italian energy distribution company (the "Investor") has subscribed for new shares in LNEnergy Italy for consideration of €1.4 million. As a result, the Investor will hold approximately 10% shareholding in LNEnergy Italy with the remaining 90 per cent held by LNEnergy Limited. Simultaneously, LNEnergy Italy has increased its working interest in the Colle Santo project from 90 per cent to 100 per cent, fully consolidating the project's ownership, through an agreement with the existing partner to withdraw from the licence. These transactions, when taken together, maintain Beacon's 43.2% indirect economic interest in the project (assuming the Second Acquisition is completed).

 

END