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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Advance Energy Plc | LSE:ADV | London | Ordinary Share | IM00BKSCP798 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.155 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2022 to Apr 2024
TIDMADV
RNS Number : 2523C
Advance Energy PLC
10 October 2022
10 October 2022
Advance Energy plc
("Advance Energy" or the "Company")
Final Results
Advance Energy ( AIM:ADV ), the energy company seeking growth through acquisition or farm-in to interests in discovered upstream projects, announces its Final Results for the year ended 30 April 2022.
Copies of the Annual Report and Accounts will be posted to shareholders and made available on the Company's website at: www.advanceplc.com .
Enquiries:
Hot Features
Premium
Advance Energy plc
L arry Bottomley (I nterim CEO) +44 (0)1624 681 250
Strand Hanson Limited (Financial and Nominated Adviser)
Rory Murphy / James Harris / James Bellman +44 (0)20 7409 3494
Buchanan (Public Relations)
Ben Romney / Jon Krinks +44 (0)20 7466 5000
Tennyson Securities Limited (Joint Broker)
Peter Krens / Ed Haig-Thomas +44 (0)20 7186 9030
Optiva Securities Limited (Joint Broker)
Christian Dennis +44 (0)20 3411 1881
For further information, please visit www.advanceplc.com and @advanceplc on Twitter
To register for Advance Energy's email alerts, please complete the following form: https://www.advanceplc.com/media-centre/news/#alerts
CHAIRMAN'S REPORT
On behalf of the Board of Directors, I hereby present the financial statements of Advance Energy plc ("Advance" or the "Company") for the year ended 30 April 2022.
Without doubt, the year under review has been a challenging one for the Company, with a disappointing outcome on the Buffalo well announced in January 2022.
Since that time, the Board has refocused the strategy for the Company and substantially reduced its cost base.
The Board has implemented measures to reduce the Company's costs by more than 50% through a number of initiatives including reducing salaries and Director fees by over 60%. To support these initiatives, CEO Leslie Peterkin and CFO Stephen West agreed to leave the Company. We thank Leslie and Stephen for their efforts and contributions. The CEO position has been filled by Non-Executive Director Larry Bottomley.
In addition to a forensic focus on costs, the Board has refined the strategy for the Company, which is to create a self-funding oil & gas production company to take advantage of growth opportunities being generated as industry players reshape their portfolios to manage the energy transition to net-zero emissions.
Post period end, on 26 July 2022 the Company successfully raised GBP425,000 from new and existing shareholders, including GBP80,000 from Directors of the Company, to support the pursuit of acquisition opportunities. The Board appreciates the continued support shown by shareholders during this fund raise.
On 9 September 2022, the Company announced that it had entered into a non-binding Heads of Terms ("HoT") with the majority owner of a European oil and gas company. Under the HoT, Advance would acquire the European company for a combination of new shares in Advance and an earn out based on oil production (the "Potential Acquisition"). The HoT includes standard conditions, including an exclusivity period up to 29 October 2022 and the completion of satisfactory due diligence.
The Potential Acquisition would be considered a reverse transaction under the AIM Rules for Companies and is therefore subject, inter alia, to the issue of a new AIM Admission Document and obtaining shareholder approval for the Potential Acquisition.
As a result of the announcement, t he Company's shares were temporarily suspended and will remain so until Advance is in a position to publish the associated AIM Admission Document for the Potential Acquisition. In the event that the Potential Acquisition does not proceed for whatever reason, it is expected that the temporary suspension in the Company's shares would be lifted.
It should be noted there is no certainty that the Potential Acquisition, or any transaction, will take place.
Outlook
The Board remains confident that its refocused strategy is the right one. Whilst there can be no guarantee any acquisition will be completed, the Board's extensive industry relationships and the tenacity of the team provide a strong basis for confidence. I look forward to updating shareholders as the Potential Acquisition progresses.
Mark Rollins
Non-Executive Chairman
7 October 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the
For the year year ended
ended 30 April
30 April 2022 2021
Note US$'000 US$'000
------------------------------------- ----- ---------------- ------------
Investment loss:
Impairment 11 (23,885) -
(23,885) -
------------------------------------- ----- ---------------- ------------
Other income: - -
Asset evaluation expenses 6 (60) (47)
Other administrative expenses 6 (2,818) (2,539)
------------------------------------- ----- ---------------- ------------
Net loss before finance costs
and taxation (26,763) (2,586)
Finance costs (198) (256)
Share of net losses of associate
accounted for using the equity
method (428) (12)
------------------------------------- ----- ---------------- ------------
Loss before tax (27,389) (2,854)
Tax expense 10 - -
------------------------------------- ----- ---------------- ------------
Loss after tax attributable
to owners of the parent (27,389) (2,854)
------------------------------------- ----- ---------------- ------------
Total comprehensive loss
for the year attributable
to owners of the parent (27,389) (2,854)
------------------------------------- ----- ---------------- ------------
Basic loss per share attributable
to owners of the parent during
the year (expressed in US
cents per share) 7 (2.67) (1.51)
------------------------------------- ----- ---------------- ------------
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 April 30 April
2022 2021
Note US$'000 US$'000
--------------------------------- ----- ---------- ----------
Assets
Non-current assets
Investments accounted for using
the equity method 11 - 20,262
Total non-current assets - 20,262
--------------------------------- ----- ---------- ----------
Current assets
Other receivables 89 203
Cash and cash equivalents 662 8,103
--------------------------------- ----- ---------- ----------
Total current assets 751 8,306
--------------------------------- ----- ---------- ----------
Total assets 751 28,568
--------------------------------- ----- ---------- ----------
Liabilities
Current liabilities
Trade and other payables 13 (304) (1,138)
Total liabilities (304) (1,138)
--------------------------------- ----- ---------- ----------
Net assets 447 27,430
--------------------------------- ----- ---------- ----------
Equity attributable to the owners
of the parent
Share premium 12 47,656 47,656
Share reserve 1,445 1,039
Accumulated deficit (48,654) (21,265)
--------------------------------- ----- ---------- ----------
Total shareholder funds 447 27,430
--------------------------------- ----- ---------- ----------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Accumulated Total
premium reserve deficit equity
US$'000 US$'000 US$'000 US$'000
------------------------------- ---------- ---------- ------------ ---------------------
Balance at 1 May 2020 18,665 - (18,411) 254
Loss for the year to 30 April
2021 - - (2,854) (2,854)
Total comprehensive income - - (2,854) (2,854)
Transactions with equity
shareholders of the parent
Proceeds from shares issued 31,589 - - 31,589
Cost of share issue (2,598) - - (2,598)
Share based payments - 1,039 - 1,039
Balance at 30 April 2021 47,656 1,039 (21,265) 27,430
Loss for the year to 30 April
2022 - - (27,389) (27,389) Total comprehensive income - - (27,389) (27,389) Transactions with equity shareholders of the parent Share based payments - 406 - 406 Balance at 30 April 2022 47,656 1,445 (48,654) 447 ------------------------------- ---------- ---------- ------------ ---------------------
CONSOLIDATED CASH FLOW STATEMENT
For the For the
year ended year ended
30 April 30 April
2022 2021
US$'000 US$'000
------------------------------------------------ ------------ ------------
Cash flows from operating activities:
Net loss for the year (27,389) (2,854)
Adjustments for :
Share of net loss of associate 428 12
Share based payments 406 1,039
Impairment of investment 23,885 -
Change in working capital items:
Decrease/(Increase) in other receivables 114 (188)
(Decrease)/Increase in trade and
other payables (834) 815
------------------------------------------------ ------------ ------------
Net cash used in operations (3,390) (1,176)
------------------------------------------------ ------------ ------------
Cash flows from investing activities
Investment in associate (4,051) (20,274)
Other investments - -
------------------------------------------------ ------------ ------------
Net cash used in investing activities (4,051) (20,274)
------------------------------------------------ ------------ ------------
Cash flows from financing activities
Proceeds from issue of share capital - 31,589
Share issue costs - (2,598)
Net cash generated by financing activities - 28,991
------------------------------------------------ ------------ ------------
Net (decrease)/increase in cash
and cash equivalents (7,441) 7,541
Cash and cash equivalents, at beginning
of the year 8,103 562
Effect of foreign exchange rate changes - -
------------ ------------
Cash and cash equivalents, at end
of the year 662 8,103
------------------------------------------------ ------------ ------------
NOTES TO FINANCIAL STATEMENTS
1 Reporting Entity
Advance 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. The Company is listed on AIM of the London Stock Exchange.
2 Basis of accounting
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). They were authorised for issue by the Company's board of directors on 7 October 2022.
Details of the Group's accounting policies are included below:
Standards and amendments effective for periods beginning 1 May 2021 or later
A number of other new standards are effective from 1 May 2021, but they do not have a material effect on the Company's financial statements:
-- Amendments to IFRS 16 COVID - 19 Related Rent Concessions
A number of new standards are effective for annual periods beginning after 1 May 2021 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 and interpretations are not expected to have a significant impact on the Group's consolidated financial statements:
-- IFRS 17 Insurance Contracts (effective on or after 1 January 2023)
-- Amendments to IAS 1: Classification of Liabilities as Current or Non-current (effective on or after 1 January 2023)
-- Reference to the Conceptual Framework - Amendments to IFRS 3 (effective on or after 1 January 2022)
-- Property, Plant and Equipment: Proceeds before Intended Use - Amendments to IAS 16 (effective on or after 1 January 2022)
-- Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37 (effective on or after 1 January 2022)
-- IFRS 1 First-time Adoption of International Financial Reporting Standards - Subsidiary as a first-time adopted (effective on or after 1 January 2022)
-- IFRS 9 Financial Instruments - Fees in the '10 per cent' test for derecognition of financial liabilities (effective on or after 1 January 2022)
-- IAS 41 Agriculture - Taxation in fair value measurements (effective on or after 1 January 2022)
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. Non-controlling interests ("NCI")
NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
iii. Interests in equity-accounted investees
The Group's interests in equity-accounted investees comprise interests in associates.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income ("OCI") of equity accounted investees, until the date on which significant influence ceases.
iv. 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 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.
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 IAS 12.
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 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. 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. At 30 April 2022, the Group had cash resources of US$662,000. Cash resources increased following the GBP425,000 equity fund raise completed in July 2022.
On 9 September 2022, the Group announced that it had signed a Heads of Terms and Exclusivity Agreement in relation to a potential acquisition. The Company expects to incur due diligence and other transaction costs associated with the proposed acquisition.
Management's base case is that the potential acquisition will complete in late 2022 and that as part of the acquisition the Company will seek to raise additional equity funding.
Management have also considered a number of downside scenarios including scenarios where the potential acquisition does not complete, or where completion is delayed beyond December 2022.
Under the base case forecast, the Group will have sufficient financial headroom to meet forecast cash requirements for the 12 months from the date of approval of these consolidated financial statements. However, in the downside scenarios, in the absence of any mitigating actions, the Group may have insufficient funds to meet its forecast cash requirements. Potential mitigants include deferral of expenditure and raising additional equity.
Accordingly, after making enquiries and considering the risks described above, the Directors have assessed that following closing of the proposed acquisition the cash balance provides the Group with adequate headroom over the forecast expenditure for the following 12 months - as a result, the Directors are of the opinion that the Group is able 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 11 - equity-accounted investees: whether the Group has significant influence over an investee;
- Note 15 - 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.
Acquisition of associate (Note 11)
The Group acquired a 50% holding in an associate during the year and has fair valued the assets acquired including the rights to the Buffalo Field. The investment in the associate was not successful and has been fully impaired at 30 April 2022.
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 two operating segments comprising firstly of that of developer of gas to power projects in the Republic of Indonesia and secondly with projects within the UK. 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:
2022 2021
US$'000 US$'000
Audit fees 45 69
Professional fees 1,178 1,047
Administration costs 104 104
Employee costs 95 219
Directors' fees (Note 9) 1,396 1,100
-------- --------
Other administrative expenses 2,818 2,539
======== ========
Office costs 60 30
Consulting and farm-in expenses - 6
Travel and accommodation - 11
-------- --------
Asset evaluation expenses 60 47
======== ========
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.
2022 2021
Loss attributable to owners of the Group
(USD thousands) (27,389) (2,854)
Weighted average number of ordinary shares
in issue (thousands) 1,027,614 188,796
Loss per share (US cents) (2.67) (1.51)
In accordance with International Accounting Standard 33 'Earnings per share', no diluted earnings per share is presented as the Group is loss making. Details of potentially dilutive share instruments are detailed in notes 8.
8 Share-based payment arrangements
The following is a summary of the share options and warrants outstanding and exercisable as at 30 April 2022 and 30 April 2021, and the changes during each year:
Number of Weighted
options and average exercise
warrants price (Pence)
Outstanding and exercisable at 1 May
2020 197,637,934 1.12
Cancelled options (2,186,897) (1.92)
Expired warrants (3,529,413) (5.00)
Options granted as consideration - pre
consolidation 93,750,000 0.30
Warrants granted - pre consolidation 39,057,099 0.03
Consolidation - options (150,300,000) -
Consolidation - warrants (142,432,339) -
Options granted post consolidation 83,710,000 2.60
Warrants granted with share issue 45,553,120 2.60
Outstanding and exercisable at 30 April
2021 161,259,504 3.41
Cancelled options (66,600,000) (0.13)
Expired warrants (6,399,993) (0.57)
Options granted post consolidation 30,000,000 0.03
Outstanding and exercisable at 30 April
2022 118,259,511 2.68
============== ==================
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 1 May Issued Expired 30 April Exercise
Date 2020 2021 Price
Warrants
------------ ---------- ---------------- ------------ -------------- ---------------- ---------
13.05.16 13.05.21 42,000,000 - - 42,000,000 0.20p
31.01.17 31.01.22 10,000,000 - - 10,000,000 0.20p
31.01.17 31.01.22 8,000,000 - - 8,000,000 0.25p
31.01.17 31.01.22 6,666,666 - - 6,666,666 0.30p
22.05.17 22.05.22 15,000,000 - - 15,000,000 0.10p
22.05.17 22.05.22 35,000,000 - - 35,000,000 0.10p
31.07.17 31.07.22 150,000,000 - (150,000,000) - 0.10p
19.08.17 19.08.22 90,769,231 - - 90,769,231 0.06p
01.09.17 01.09.22 70,769,231 - - 70,769,231 0.06p
06.12.17 06.12.22 638,569,604 - - 638,569,604 0.05p
29.04.18 29.04.21 264,705,882 - (264,705,882) - 0.017p
03.08.18 02.08.21 300,000,000 - - 300,000,000 0.02p
Consolidation (1,598,851,001) - 406,411,762 (1,192,439,239)
20.09.18 20.09.21 5,217,391 - - 5,217,391 1.15p
20.09.18 20.09.21 34,782,608 - - 34,782,608 2.00p
15.03.19 14.03.22 16,666,666 - - 16,666,666 0.45p
21.06.19 20.06.22 18,059,856 - - 18,059,856 0.155p
21.06.19 20.06.22 10,833,334 - - 10,833,334 0.155p
02.07.19 01.07.22 3,178,235 - - 3,178,235 0.157p
03.07.19 02.07.22 833,334 - - 833,334 0.157p
10.12.20 09.12.23 - 545,455 - 545,455 0.22p
31.03.21 31.03.26 - 38,511,644 - 38,511,644 0.00p
Consolidation (137,667,632) (137,667,632)
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
Options
------------ ---------- ---------------- ------------ -------------- ---------------- ---------
05.06.15 05.06.18 34,344,865 - (34,344,865) - 0.40p
Consolidation (33,657,968) - 33,657,968 -
01.10.18 01.10.23 6,000,000 - (1,500,000) 4,500,000 2.00p
01.02.20 01.02.25 68,750,000 - - 68,750,000 0.30p
01.02.20 01.02.25 - 68,750,000 - 68,750,000 0.30p
08.07.020 08.07.25 - 25,000,000 - 25,000,000 0.30p
Consolidation (150,300,000) (150,300,000)
19.04.21 19.04.26 - 83,710,000 - 83,710,000 2.60p
---------------- ------------ -------------- ----------------
197,637,934 262,070,219 (298,448,649) 161,259,504
================ ============ ============== ================
Grant Date Expiry 1 May Issued Expired 30 April Exercise
Date 2021 2022 Price
Warrants
-------------- ----------- ---------------- ----------- -------------- -------------- ---------
13.05.16 13.05.21 42,000,000 - (42,000,000) - 0.20p
31.01.17 31.01.22 10,000,000 - (10,000,000) - 0.20p
31.01.17 31.01.22 8,000,000 - (8,000,000) - 0.25p
31.01.17 31.01.22 6,666,666 - (6,666,666) - 0.30p
22.05.17 22.05.22 15,000,000 - - 15,000,000 0.10p
22.05.17 22.05.22 35,000,000 - - 35,000,000 0.10p
19.08.17 19.08.22 90,769,231 - - 90,769,231 0.06p
01.09.17 01.09.22 70,769,231 - - 70,769,231 0.06p
06.12.17 06.12.22 638,569,604 - - 638,569,604 0.05p
03.08.18 02.08.21 300,000,000 - (300,000,000) - 0.02p
Consolidation (1,192,439,239) - 359,333,333 (833,105,906)
20.09.18 20.09.21 5,217,391 - (5,217,391) - 1.15p
20.09.18 20.09.21 34,782,608 - (34,782,608) - 2.00p
15.03.19 14.03.22 16,666,666 - (16,666,666) - 0.45p
21.06.19 20.06.22 18,059,856 - - 18,059,856 0.155p
21.06.19 20.06.22 10,833,334 - - 10,833,334 0.155p
02.07.19 01.07.22 3,178,235 - - 3,178,235 0.157p
03.07.19 02.07.22 833,334 - - 833,334 0.157p
10.12.20 09.12.23 545,455 - - 545,455 0.22p
31.03.21 31.03.26 38,511,644 - - 38,511,644 0.00p
Consolidation (137,667,632) - 57,600,005 (80,067,627)
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
Options
-------------- ----------- ---------------- ----------- -------------- -------------- ---------
01.10.18 01.10.23 4,500,000 - - 4,500,000 2.00p
01.02.20 01.02.25 68,750,000 - (37,500,000) 31,250,000 0.30p
01.02.20 01.02.25 68,750,000 - (37,500,000) 31,250,000 0.30p
08.07.20 08.07.25 25,000,000 - (25,000,000) - 0.30p
Consolidation (150,300,000) - 90,000,000 (60,300,000)
19.04.21 19.01.26 83,710,000 - (56,600,000) 27,110,000 2.60p
17.03.22 17.03.27 - 30,000,000 - 30,000,000 0.03p
---------------- ----------- -------------- --------------
161,259,504 30,000,000 (72,999,993) 118,259,511
================ =========== ============== ==============
The options and warrants issued during 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:
Grant Share Exercise Volatility Option Dividend Risk-free Fair value
date price price life yield investment per option
at grant rate
01.02.20 1.15p 3.00p 40% 5 years 0% 3% 0.13p
08.07.21 1.85p 3.00p 95% 5 years 0% 0.7% 1.19p
19.04.21 2.40p 2.60p 70% 5 years 0% 0.7% 1.33p
17.03.22 0.03p 0.03p 231% 5 years 0% 1.5% 0.025p
The Group recognised US$552,000 (30 April 2021: US$1,609,000) relating to equity-settled share-based payment transactions during the year arising from Option or Warrant grants, which was charged US$Nil (2021: US$838,000) in respect of services performed in connection with the issue of new shares charged to share premium, US$559,000 (2021: US$667,000) in respect of directors' fees and US$7,000 reversed (2021: US$104,000) in respect of employee costs to the income statement. Shares totalling US$Nil (2021: US$570,000) were issued to three of the Directors following the share raise and re-admission to AIM on 19 April 2021 in relation to options earned during the period.
The 83,710,000 options granted on 19 April 2021 will vest on 1 January 2022 and 1 January 2023 in equal amounts. Vesting of the options is subject to the option holder providing continuous service during the vesting period and there are no other performance conditions attached to the options.
There were 68,750,000 of unvested options at the 30 April 2020 held by current Directors and consultants, which vested on 1 February 2021.
The 30,000,000 options granted on 17 March 2022 will vest on 17 September 2022 and 17 March 2023 in equal amounts. Vesting of the options is subject to the option holder providing continuous service during the vesting period and there are no other performance conditions attached to the options.
For the share options and warrants outstanding as at 30 April 2022, the weighted average remaining contractual life is 4.64 years (30 April 2021: 4.14 years).
9 Employee benefits (including directors)
The group employed an average of 5 individuals during the year, including the directors (2020: 5).
2022 2021
US$'000 US$'000
Directors' remuneration (see
below) 1,133 409
Share based payments - Directors
(see below) 406 667
Share based payments - Employees - 104
Directors' health insurance 16 24
Employees 84 115
Amount due to former consultant (160) -
1,479 1,319
======== ========
Key management of the Group are considered to be the Directors.
The remuneration of the directors during the year ended 30 April 2022 was as follows:
Short term Social Share
employee security Pension based Total
benefits payments contribution payments 2022
US$'000 US$'000 US$'000 US$'000 US$'000
Ross Warner 53 - - 56 109
Mark Rollins 158 - - 284 442
Leslie Peterkin 484 - 28 - 535
Stephen West 233 30 27 - 333
Steve Whyte 54 6 - 23 60
Larry Bottomley 54 6 - 43 60
Total Key Management 1,036 42 55 406 1,539
================= ========== =============== ========== ========
The remuneration of the directors during the year ended 30 April 2021 was as follows:
Short term Social Share
employee security Pension based Total
benefits payments contribution payments 2021
US$'000 US$'000 US$'000 US$'000 US$'000
Ross Warner 60 - - 4 64
Mark Rollins 71 - - 231 302
Leslie Peterkin 139 - 3 234 376
Graham Smith 2 - - - 2
Stephen West 97 33 - 196 326
Steve Whyte 2 - - 1 3
Larry Bottomley 2 - - 1 3
Total Key Management 373 33 3 667 1,076
=========== ========== =============== ========== ========
10 Income tax expense
The Company is resident for tax purposes in the Isle of Man and is subject to Isle of Man tax at the current rate of 0% (2020: 0%).
Taxation reconciliation
The charge for the year can be reconciled to the loss per the consolidated statement of comprehensive income as follows:
2022 2021
US$'000 US$'000
Loss before income tax (27,389) (2,854)
========= ========
Tax on loss at the weighted average corporate - -
tax rate of 0% (2020: 0%)
--------- --------
Total income tax expense - -
========= ========
The deferred tax asset has not been recognised for in accordance with IAS 12. The Group does not have a material deferred tax liability at the year end.
11 Business combination
On 19 April 2021, Advance Energy plc, via its wholly owned subsidiary Advance Energy TL Limited, acquired a 50% equity interest in Carnarvon Petroleum Timor Unipessoal Lda which in turn is the holder of a 100% working interest in, and the contractor of, the Buffalo Production Sharing Contract ("PSC").
Details of the purchase consideration and the net assets acquired are as follows:
Purchase consideration
2021
US$'000
Cash paid 20,000
Purchase costs 274
--------
Total 20,274
========
On 24 January 2022 the company announced that the Buffalo project had not been successful. The Operator, Carnarvon Petroleum Timor, Lda, had advised the company that the wireline logging operations have been completed with only residual oil being encountered. The Company announced that the well will therefore be plugged and abandoned, and the rig demobilised. As a result of this, the carrying amount of the investment in the associate of US$19,834,000 will be written off and a share of the losses for 2022 will be recognised in the consolidated statement of comprehensive income US$428,000 (2021: loss US$12,000). The investment in associate has been fully impaired at 30 April 2022.
The assets and liabilities recognised as a result of the acquisition are as follows:
Fair value
2021
US$'000
Rights * 21,149
Buffalo exploration & appraisal 1,685
Property, plant and equipment 1
Cash 20,023
Creditors (31)
Loan payable to Carnarvon (2,278)
-----------
Net identifiable assets at acquisition 40,549
Less: Other interests (20,274)
Goodwill -
-----------
Net assets acquired 20,275
===========
* Carnarvon Petroleum Timor Unipessoal Lda owns the Buffalo Oil Field re-development project located in the Buffalo PSC Contract Area (the "Buffalo Project") and is the Contractor and Operator of the Buffalo PSC. The rights attached to this have been fair valued by Advance Energy in determining the purchase price apportionment.
Equity investment in associate
2022 2021
US$'000 US$'000
Carrying value at beginning of year 20,262 -
Additions - 20,274
Cash call 4,051 -
Share of losses post acquisition (428) (12)
Impairment (23,885) -
Carrying value at year end - 20,262
========= ========
Summarised financial information for associate
The table below provide summarised financial information for those associates that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associate and not Advance Energy's share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy.
2022 2021
Summarised balance sheet at 30 April
2022 US$'000 US$'000
Rights 21,148 21,148
Buffalo exploration & appraisal 33,225 1,794
Property, plant and equipment 2 1
Cash 115 20,023
Creditors (736) (58)
Loan payable to Carnarvon (2,042) (2,375)
Cash call Carnarvon (7,993) -
Cash call Advance Energy (4,051) -
Net assets 39,668 40,533
Group's share as a % 50% 50%
Carrying amount before cash calls 19,834 20,267
Cash call Advance Energy 4,051 -
Carrying amount before impairment 23,885 20,267
Impairment (23,885) -
Carrying amount - 20,267
========= ========
Summarised statement of comprehensive income for the 12 months to 30 April 2022
2022 2021
US$'000 US$'000
Revenue - -
Cost of sales - -
-------- --------
Gross profit - -
Administrative expenses (802) (391)
-------- --------
Operating loss (802) (391)
Finance costs (53) (1)
-------- --------
Loss on ordinary activities before taxation (855) (392)
Taxation - -
-------- --------
Loss from continuing operations (855) (392)
Group share of post-acquisition losses (428) (12)
======== ========
12 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.
Pence Share premium
Allotted, called-up and fully paid: Number per share US$'000
---------------- ----------- --------------
Balance at 30 April 2020 1,560,636,834 18,665
12/11/2020 - Equity Placing 157,780,151 0.22 470
Cost of issue - - (24)
19/04/2021 - Consolidation 1:10 (1,546,575,287) - -
19/04/2021 - Equity Placing 840,100,000 2.60 30,549
Cost of issue - - (2,574)
19/04/2021 - Accrued Director fee
shares 15,672,310 2.60 570
Balance at 30 April 2021 1,027,614,008 47,656
Balance at 30 April 2022 1,027,614,008 47,656
================ =========== ==============
13 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.
2022 2021
US$'000 US$'000
Trade payables 51 517
Accruals and other payables 253 621
-------- --------
304 1,138
======== ========
14 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$6,000 (2021: US$373,000) in the net assets of the Group.
B. Cash flow interest rate risk
The Group's cash and cash equivalents are invested at short term market interest rates. As market rates are low, the Group is not subject to significant cash flow interest rate risk and no sensitivity analysis is provided. The Group is also not subject to significant fair value interest rate risk.
2022 2021
US$'000 US$'000
Cash & Cash Equivalents
USD 511 646
GBP 151 7,457
Total Financial Assets 662 8,103
================== ==================
Trade & other payables
USD 253 858
GBP 51 219
AUD - 61
Total Financial Liabilities 304 1,138
================== ==================
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 30 April 2022 (2021: 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.
15 List of subsidiaries and associates
The parent of the Group has shareholdings in the following entities:
Name Interest Interest Country Nature of business
2022 2021 of incorporation
Intermediate
Advance Energy TL Limited 100% 100% UK Hold Co
Carnarvon Petroleum Timor
Unipessoal Lda 50% 50% Timor-Leste Oil exploration
Resolute Oil & Gas (UK) Limited - 100% UK Trading subsidiary
Eagle Gas Limited 25% 25% UK Gas Exploration
On 7 January 2022 Resolute Oil & Gas (UK) Limited made an application to strike the company off the register and on 5 April 2022 the company was dissolved.
16 Commitments
There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements as at 30 April 2022 (30 April 2021: None).
17 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 18 Subsequent Events.
18 Subsequent events
On 26 July 2022, the Company successfully raised GBP425,000 from new and existing shareholders, through share placing. The GBP425,000 included GBP40,000 each from the existing directors Mark Rollins and Larry Bottomley. A total of 500,000,000 shares placed at GBP0.00085 were issued for a consideration of GBP425,000 and this was inclusive of broker fees of 5% which is GBP21,250. One warrant was issued for every share at a price of GBP0.0013 at any time from the issue of the warrant up to 26 July 2025.
On 9 September 2022, the Company announced that it had entered into a non-binding Heads of Terms ("HoT") with the majority owner of a European oil and gas company. Under the HoT, Advance would acquire the European company for a combination of new shares in Advance and an earn out based on oil production (the "Potential Acquisition"). The HoT includes standard conditions, including an exclusivity period up to 29 October 2022 and the completion of satisfactory due diligence.
The Potential Acquisition would be considered a reverse transaction under the AIM Rules for Companies and is therefore subject, inter alia, to the issue of a new AIM Admission Document and obtaining shareholder approval for the Potential Acquisition.
As a result of the announcement, the Company's shares were temporarily suspended and will remain so until Advance is in a position to publish the associated AIM Admission Document for the Potential Acquisition. In the event that the Potential Acquisition does not proceed for whatever reason, it is expected that the temporary suspension in the Company's shares would be lifted.
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END
ACSUWRWRUOURRRA
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October 10, 2022 02:00 ET (06:00 GMT)
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