Final Results

Borders & Southern Petroleum plc

29 May 2026

 

29 May 2026

Borders & Southern Petroleum plc

("Borders & Southern" or "the Company")

Audited Results for the 12 month period ended 31 December 2025

Borders & Southern (AIM: BOR), the London based independent oil and gas exploration company with assets offshore the Falkland Islands, announces its audited results for the year ended 31 December 2025. Full copies of the Company's Annual Report and Accounts, including the Company Overview, Chairman's Statement, Remuneration Committee Report, Directors' Report, Auditor's Report and full Financial Statements, will be available on the Company's website and posted to Shareholders along with the notice of the AGM shortly.

Summary

·    Raised  a further $2.8 million (£2.2 million) before expenses through capital raises in early 2025

·    Cash balance on 31 December 2025: $2.5 million (2024: $2.1 million)

·    Administrative expense for the year: $1.5 million (2024: $1.2 million)

·    Operating loss of $1.4 million (2024: $1.2 million)

·    FID being declared by Navitas Petroleum and partner Rockhopper Exploration on Sea Lion is a pivotal basin-opening event.

·    Company in active dialogue re the farm-out process with multiple interested parties

For further information please visit www.bordersandsouthern.com or contact:

Borders & Southern Petroleum plc	Tel: [phone]
Harry Baker, CEO
Zeus (NOMAD and Joint Broker)	Tel: [phone]
Nick Searle  Simon Johnson  Antonio Bossi  Andrew de Andrade
Hannam & Partners (Joint Broker)	Tel: [phone]
Neil Passmore Leif Powis
Tavistock (Financial PR)	Tel: [phone]
Simon Hudson Nick Elwes

Notes to Editors:

Borders & Southern Petroleum plc is an oil & gas exploration company listed on the London Stock Exchange AIM (BOR). The Company operates and has a 100% interest in three Production Licences in the South Falkland Basin covering an area of nearly 10,000 square kilometres. The Company has acquired 2,517 square kilometres of 3D seismic and drilled two exploration wells, making a significant gas condensate discovery with its first well. 

Chairman's and CEO's review

After a second full year as CEO, it is my pleasure, once again, to update shareholders with the Company's progress.

However, we are very much constrained in what we can and cannot say publicly, bound by both the legislation governing a publicly traded company and the commercial sensitivities regarding potential transactions with multiple third parties.

There has been a plethora of corporate activity along the Atlantic Margins over the past 12 months. After years of under-spending, the industry's need for reserve replacement is in sharp focus. The war in the Middle East has re-emphasized the need to diversify the geographic source of global hydrocarbons and companies are actively seeking those replacement barrels in alternative jurisdictions.

The key piece of corporate development directly affecting Borders and Southern was FID being declared by Navitas Petroleum and partner Rockhopper Exploration on Sea Lion. The significance of this basin-opening play cannot be overstated.

After 30 years of work and over a billion dollars of industry investment, the Falkland Island's first oil field will be brought into production in Q1 2028. A truly pivotal moment for both the Falkland Islands, its people and the oil companies based in the region. This event has put Borders & Southern's Darwin project, and our extensive prospect portfolio firmly in the spotlight; re-invigorating the farm-out process. We would also acknowledge the continued sterling efforts of the Falkland Island Government ("FIG") in providing the legislation necessary to deliver the Islands' first development. The Company continues to work closely with FIG and local players to build upon this foundation with our own development.

Sea Lion FID has brought both new and old potential partners back into the data room, and we are in active dialogue with multiple interested parties. The Board is very confident of finding the right and best outcome for all stakeholders.

We are in the enviable position of being well backed and well financed. The top four shareholders own over 45% and the top 25 over 85% of the Company. All of this enables the Board, who are also major shareholders and fully aligned, to secure the best possible outcome for our shareholders, not just the first offer. Darwin is a world-class asset and we intend to extract full value for all our stakeholders.

I would like to thank shareholders for their support and patience. We are completely focused on delivering the best deal possible for you and are in an excellent position to achieve that.

Harry Dobson	Harry Baker
Chairman	CEO

28 May 2026

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

Continuing Operations	2025	2024
	$'000	$'000
Administrative expenses	(1,502)	(1,159)
Loss from operations	(1,502)	(1,159)
Finance income	11	15
Finance gain/(loss)	104	(73)
Loss before tax	(1,387)	(1,217)
Tax expense	-	-
Loss for the year and total comprehensive loss for the year attributable to equity owners of the parent	(1,387)	(1,217)
Basic and diluted loss per share (see note 4)	(0.16) cents	(0.16) cents

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2025

	2025		2024
	$'000	$'000	$'000	$'000
Assets
Non-current assets
Property, plant and equipment		5		10
Intangible assets		295,306		294,269
Total non-current assets		295,311		294,279
Current assets
Other receivables	1,087		1,090
Cash and cash equivalents	2,560		2,090
Total current assets		3,647		3,180
Total assets		298,958		297,459
Liabilities
Current liabilities
Trade and other payables		(1,163)		(1,181)
Total net assets		297,795		296,278
Equity attributable to the equity owners of the parent company
Share capital		13,086		12,456
Share premium		313,154		310,977
Other reserves		1,948		1,851
Retained deficit		(30,377)		(28,990)
Foreign currency reserve		(16)		(16)
Total equity		297,795		296,278

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

	Share capital $'000	Share premium $'000	Other reserves $'000	Retained deficit $'000	Foreign currency reserve $'000	Total $'000
Balance at 1 January 2024	11,155	310,541	1,778	(27,773)	(16)	295,685
Loss and total comprehensive loss for the year	-	-	-	(1,217)	-	(1,217)
Shares issue	1,301	436	73	-	-	1,810
Balance at 31 December 2024	12,456	310,977	1,851	(28,990)	(16)	296,278
Loss and total comprehensive loss for the year	-	-	-	(1,387)	-	(1,387)
Shares issue	630	2,177	97	-	-	2,904
Balance at 31 December 2025	13,086	313,154	1,948	(30,377)	(16)	297,795

The following describes the nature and purpose of each reserve within owners' equity:

Reserve	Description and purpose
Share capital	This represents the nominal value of shares issued.
Share premium	Amount subscribed for share capital in excess of nominal value.
Other reserves	Fair value of options issued less transfers to retained deficit on expiry.
Retained deficit	Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income.
Foreign currency reserves	Differences arising on the translation of foreign operation to US dollars.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2025

		2025		2024
		$'000	$'000	$'000	$'000
Cash flow from operating activities
Loss before tax			(1,387)		(1,217)
Adjustments for: Depreciation			5		6
Share-based payment charge			97		73
Finance costs			(104)		73
Finance income			(11)		(15)
Cash flows used in operating activities before changes in working capital			(1,400)		(1,080)
Decrease/(increase) in other receivables			3		(926)
(Decrease)/increase in trade and other payables			(18)		1,025
Net cash outflow from operating activities			(1,415)		(981)
Cash flows used in investing activities
Purchase of tangible assets		-		(8)
Purchase of intangible assets		(1,037)		(528)
Interest received		11		15
Net cash used in investing activities			(1,026)		(521)
Cash flows from financing activities
Shares issue, net of directly attributable costs		2,807		1,737
Net cash from financing activities			2,807		1,737
Net increase in cash and cash equivalents			366		235
Cash and cash equivalents at the beginning of the year			2,090		1,928
Exchange gain/(loss)on cash and cash equivalents			104		(73)
Cash and cash equivalents at the end of the year			2,560		2,090

Notes

1. Accounting policies

Basis of preparation

The financial information for the year ended 31 December 2025 set out in this announcement does not constitute the Company's statutory accounts. These financial statements included in the announcement have been extracted from the Group annual financial statements for the year ended 31 December 2025. The financial statements have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards adopted for use in the European Union. However, this announcement does not itself contain sufficient information to comply with IFRS.

The auditor has issued its opinion on the Group's financial statements for the year ended 31 December 2025 which is unmodified and is available for inspection at the Company's registered address and will be posted to the Group's website.

2. Going concern

The 31 December 2025 financial statements have been prepared based on the going concern basis, which assumes the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business. The going concern assessment of the Parent Company has been performed as part of the Group's going concern assessment. 

At 31 December 2025, the Group had a net cash position of $2.56m (31 December 2024: $2.09m). The Group does not have any external borrowings or debts. The Group and the Parent Company have a commitment to drill a well before the expiry of their production and discovery area licences on 31 December 2026 (see note 19). The Group plans to fund the well developments through a farm-out or by raising additional capital if the farm-out is not successful. If the Group does not successfully raise the capital needed or identify a suitable farm-out partner, the Group will seek to gain an extension to the licences and the associated commitment to drill the well. This is in line with previous extensions and the Directors are confident that further extensions will be granted. Historically, the Falkland Islands Government has required the Group to show evidence of its ability to pay the licence fees before an extension. The Directors are discussing a further extension of the production and discovery area licences with the Falkland Islands Government including the conditions and commitments attached to the licences. 

In performing their assessment of the Group and the Parent Company's ability to continue as going concerns, the Directors have prepared a cashflow forecast for the period ending 30 June 2027, which indicates that in current conditions the Group and the Parent Company will not have sufficient cash to cover its costs during the going concern period, so the company will need to complete a capital raise later in 2026 or early 2027. At present the cost base of the business principally consists of administrative costs, listing costs and costs to maintain the licences in good-standing. 

As noted above, the Company will not have sufficient cash to cover its costs during the going concern period. Furthermore, the Group and Parent Company also have a commitment to drill a well before the expiry of their production and discovery area licences on 31 December 2026. Therefore, they need to secure further funding, either through a farm-out or by raising capital if the farm-out is not successful. However, neither option is guaranteed. This indicates the existence of a material uncertainty which may cast significant doubt on the Group and the Parent Company's ability to continue as going concerns and therefore, the Group and the Parent Company may be unable to realise their assets and discharge their liabilities in the ordinary course of business.

The Directors consider that the required funding will be forthcoming and therefore the going concern basis of preparation is deemed appropriate. The financial statements do not include any adjustments that would be necessary if the Group and the Parent Company were unable to continue as going concerns. 

3. Basic and dilutive loss per share

The calculation of the basic and dilutive loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. The loss for the financial year for the Group was $1,387,000 (2024 - loss $1,217,000) and the weighted average number of shares in issue for the year was 868,315,310 (2024 - 753,828,155). During the year the potential ordinary shares are anti-dilutive and therefore diluted loss per share has not been calculated. At the Statement of Financial Position date, there were 68,894,131 (2024: 48,026,666) potentially dilutive ordinary shares being the share options.

-ends-

 

END