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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Curzon Energy Plc | LSE:CZN | London | Ordinary Share | GB00BD97ND60 | ORD 0.01P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.775 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Drilling Oil And Gas Wells | 0 | -701k | -0.0070 | -1.10 | 767.23k |
TIDMCZN
RNS Number : 8785N
Curzon Energy PLC
27 September 2019
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
27 September 2019
Curzon Energy Plc
("Curzon" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2019
Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil and gas development company, pursuing a targeted strategy of upstream North American natural gas appraisal and development assets, announces its unaudited interim results for the six months to 30 June 2019.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company covering its results for the six months ended 30 June 2019.
Financial review
The Company incurred a loss of US$583,867 in the period. A majority of this loss comprised expenditures in relation to the evaluation and maintenance of the commercial potential of its Coos Bay CBM project. Additional expenditures were occurred conducting due diligence on the potential acquisition of an interest in the Texas Gas Project.
Net cash of US$79,234 as at 30 June 2019 (US$451,188 as at 31 December 2018). Basic loss per share of US$0.006 (period ended 30 June 2018: US$0.007).
Given the nature of the business and its development strategy, it is unlikely that the Board will recommend a dividend in the foreseeable future.
Outlook
The Company's near-term goal remains focused on completing due diligence and finalizing a transaction with Pared Energy to participate in the Texas Gas Project. These interim accounts also demonstrate the progress made in the Company's cost-reduction efforts over the past year.
On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.
We look forward to updating shareholders on our progress in due course.
John McGoldrick
Chairman and Non-Executive Director
CHIEF EXECUTIVE OFFICER'S REVIEW
The Company's focus remains on maximizing value in its existing Coos Bay coal bed methane project, while progressing a potential transaction with Pared Energy for the acquisition of an interest in the Texas Gas Project and participating in a drilling campaign in Texas.
Additionally, the Company continues to assess additional oil and gas opportunities on an ongoing basis. While progress to date has largely occurred behind the scenes, we look forward to delivering on such initiatives in the near term.
Scott Kaintz
Chief Executive Officer
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.
By order of the Board
John McGoldrick
Chairman and Non-Executive Director
Consolidated statement of comprehensive income
for the six months ended 30 June 2019
Six months Six months ended ended Year ended 30 June 30 June 31 December 2019 2018 2018 Unaudited Unaudited Audited Notes US$ US$ US$ -------------------------------------- ------ ------------ ------------- --------------- Administrative expenses 6 (571,292) (511,951) (1,363,949) -------------------------------------- ------ ------------ ------------- --------------- Loss from operations (571,292) (511,951) (1,363,949) Finance expense, net 7 (14,645) (31,893) (42,321) Impairment of exploration and evaluation assets - - (575,316) Foreign exchange differences 2,070 12,854 -27,878 -------------------------------------- ------ ------------ ------------- --------------- Loss before taxation (583,867) (530,990) (1,953,708) Income tax expense - - - -------------------------------------- ------ ------------ ------------- --------------- Loss for the period attributable to equity holders of the parent company (583,867) (530,990) (1,953,708) -------------------------------------- ------ ------------ ------------- --------------- Other comprehensive income/(expense) Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency 6,474 (4,716) (70,245) -------------------------------------- ------ ------------ ------------- --------------- Total comprehensive loss for the period (577,393) (535,706) (2,023,953) -------------------------------------- ------ ------------ ------------- --------------- (Loss) per share Basic and diluted, US$ 4 (0.007) (0.007) (0.026) -------------------------------------- ------ ------------ ------------------ ----------
Consolidated statements of financial position
At 30 June At 30 June At 31 December 2019 2018 2018 Unaudited Unaudited Audited Notes US$ US$ US$ ------------------------------- ------ ------------- ------------- --------------- Assets Non-current assets Intangible assets 2,559,000 3,302,444 2,559,000 Restricted cash 125,000 125,000 125,000 Total non-current assets 2,684,000 3,427,444 2,684,000 ------------------------------- ------ ------------- ------------- --------------- Current assets Prepayments and other receivables 65,336 175,638 36,157 Cash and cash equivalents 79,234 451,188 125,621 ------------------------------- ------ ------------- ------------- --------------- Total current assets 144,570 626,826 161,778 ------------------------------- ------ ------------- ------------- --------------- Total assets 2,828,570 4,054,270 2,845,778 ------------------------------- ------ ------------- ------------- --------------- Liabilities Current liabilities Trade and other payables 701,442 514,496 506,894 Borrowings 7 453,964 586,998 213,812 ------------------------------- ------ ------------- ------------- --------------- Total current liabilities 1,155,406 1,101,494 720,706 ------------------------------- ------ ------------- ------------- --------------- Total liabilities 1,155,406 1,101,494 720,706 ------------------------------- ------ ------------- ------------- --------------- Capital and reserves attributable to shareholders Share capital 5 1,103,457 964,575 1,024,036 Share premium 3,586,948 3,199,004 3,563,122 Share-based payments reserve 454,026 217,062 454,026 Warrants reserve 213,249 191,011 191,011 Merger reserve 31,212,041 31,212,041 31,212,041 Foreign currency translation reserve (57,300) 1,755 (63,774) Accumulated losses (34,839,257) (32,832,672) (34,255,390) ------------------------------- ------ ------------- ------------- --------------- Total capital and reserves 1,673,164 2,952,776 2,125,072 ------------------------------- ------ ------------- ------------- --------------- Total equity and liabilities 2,828,570 4,054,270 2,845,778 ------------------------------- ------ ------------- ------------- ---------------
Consolidated statements of changes in equity
Share Share Consolidation Share-based Warrant Foreign Accumulated Total capital premium reserve payment reserve currency losses reserve translation reserve US$ US$ US$ US$ US$ US$ US$ US$ --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ At 1 January 2018 (audited) 964,575 3,199,004 31,212,041 114,659 191,011 6,471 (32,301,682) 3,386,079 Loss for the period - - - - - - (530,990) (530,990) Other comprehensive income for the period - - - - - (4,716) - (4,716) --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ Total comprehensive loss for the period - - - - - (4,716) (530,990) (535,706) Issue of share options - - - 102,403 - - - 102,403 --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ At 30 June 2018 (unaudited) 964,575 3,199,004 31,212,041 217,062 191,011 1,755 (32,832,672) 2,952,776 --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ At 1 January 2018 (audited) 964,575 3,199,004 31,212,041 114,659 191,011 6,471 (32,301,682) 3,386,079 Loss for the year 2018 - - - - - - (1,953,708) (1,953,708) Other comprehensive income for the year - - - - - (70,245) - (70,245) --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ Total comprehensive loss for the year - - - - - (70,245) (1,953,708) (2,023,953) Issue of shares 59,461 416,223 - - - - 475,684 Share issue costs - (52,105) - - - (52,105) Issue of share options - - - 339,367 - - - 339,367 --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ At 1 January 2019 (audited) 1,024,036 3,563,122 31,212,041 454,026 191,011 (63,774) (34,255,390) 2,125,072 --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ Loss for the period - - - - - - (583,867) (583,867) Other comprehensive income for the year - - - - - 6,474 - 6,474 --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------ Total comprehensive loss for the year - - - - - 6,474 (583,867) (577,393) Issue of shares 79,421 46,064 - - - - - 125,485 Issue of share warrants - (22,238) - - 22,238 - - - At 30 June 2019 (unaudited) 1,103,457 3,586,948 31,212,041 454,026 213,249 (53,300) 34,839,257 1,673,164 --------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Consolidated statement of cash flows
Six months Six months ended ended Year ended 30 June 30 June 31 December 2019 2018 2018 Unaudited Unaudited Audited Notes US$ US$ US$ ------------------------------------- ------- ----------- ------------ ------------- Cash flow from operating activities Loss before taxation (583,867) (530,990) (1,953,708) Adjustments for: Finance cost, net 14,645 31,893 42,321 Share-based payments charge - 102,403 339,367 Foreign exchange movements (2,070) (12,854) (27,878) Operating cashflows before working capital changes (571,292) (409,548) (1,024,582) Changes in working capital: (Increase)/decrease in receivable (29,180) (27,022) 112,461 Increase/(decrease) in payables 203,185 35,814 (22,541) ---------------------------------------------- ----------- ------------ ------------- Net cash used in operating activities (397,287) (400,756) (934,662) ---------------------------------------------- ----------- ------------ ------------- Investing activities Capitalised exploration costs - (743,444) (575,316) Net cash flow from investing activities - (743,444) (575,316) ---------------------------------------------- ----------- ------------ ------------- Financing activities Issue of ordinary shares 125,485 - - Costs of share issue - - (52,105) Proceeds from new borrowings 227,048 - 100,000 Net cash flow from financing activities 352,533 - 47,895 ---------------------------------------------- ----------- ------------ ------------- Net Increase in cash and cash equivalents in the period (44,754) (1,144,200) (1,462,083) Cash and cash equivalents at the beginning of the period 125,621 1,595,035 1,595,035 Restricted cash held on deposits 125,000 125,440 125,440 ---------------------------------------------- ----------- ------------ ------------- Total cash and cash equivalents at the beginning of the period, including restricted cash 250,621 1,720,475 1,720,475 ---------------------------------------------- ----------- ------------ ------------- Effect of the translation of cash balances into presentation currency (1,633) 353 (7,331) (Decrease)/increase in restricted cash - (440) (440) Cash and cash equivalents at the end of the period 79,234 451,188 125,621 Restricted cash held on deposits 125,000 125,000 125,000 ---------------------------------------------- ----------- ------------ ------------- Total cash and cash equivalents at the end of the period, including restricted cash 204,234 576,188 250,621 ---------------------------------------------- ----------- ------------ -------------
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General information and basis of preparation
The Company was incorporated and registered in England and a public limited company. The Company's registered number is 09976843 and its registered office is at Kemp House, 152 City Road, London EC1V 2NX. On 4 October 2017, the Company's shares were admitted to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange's Main Market.
With effect from admission, the Company has been subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.
The principal activity of the Company is that of a holding company for its subsidiaries, as well as performing all administrative, corporate finance, strategic and governance functions of the Group. The Company's investments comprise of subsidiaries operating in the natural gas sector.
The Company has the following subsidiary undertakings:
Name Country Issued capital Proportion Activity of incorporation held by Group at reporting date ----------------- ------------------ --------------- --------------- ------------------------ Coos Bay Energy, Membership LLC* USA interests 100% Holding company Westport Energy Acquisitions, Inc.* USA Shares 100% Holding company Westport Energy, Membership LLC* USA interests 100% Oil and gas exploration Curzon Energy, Inc.** USA Shares 100% Holding company Rigel Energy, Membership LLC** USA interests 100% Holding company ----------------- ------------------ --------------- --------------- ------------------------
*All the above subsidiaries have same registered office with address 1001 SW 5th Avenue, Suite 1100, Portland, OR 97204, USA.
**These subsidiaries have a registered office with address Corporation Trust Center,1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801.
More information on the individual group companies and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended 31 December 2018.
2. Accounting policies
The Group Financial statements are presented in US Dollars.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.
The preparation of the Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Group's accounting policies. The Group's accounting policies as well as the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed in the audited annual report for the year ended 31 December 2018 and are available on the Group's website.
In the opinion of the management, the interim unaudited consolidated financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited consolidated financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 December 2018.
IFRS 16 Leases was applied in this financial information for the first time. There is no material effect on the Group's account on IFRS 16 adoption. All the Group's leases are short-term leases, which are month-to-month obligations (i.e., US virtual office and US storage operating leases).
All operating land lease agreements for the oil and gas exploration areas are outside of the scope of IFRS 16. Coos County annual land lease payment is US$28,971 and is payable bi-annual instalments with payment due in April and October.
Going concern
The Group financial statements have been prepared on a going concern basis as the Directors have assessed the Group's ability to continue in operational existence for the foreseeable future. The operations are currently being financed by third party loans.
The Group is reliant on the continuing support from its shareholders and the expected support of future shareholders.
The Group financial statements do not include the adjustments that would result if the Group were not to continue as a going concern.
Basis of consolidation
The consolidated financial statements of the Group incorporate the financial statements of the Company and entities controlled by the Company, its subsidiaries. More information on the individual group companies, details and timing of their acquisition is presented in the Company's audited consolidated financial information and notes thereto for the year ended 31 December 2018.
At the time of its acquisition by the Company, Coos Bay Energy, LLC consisted of Coos Bay Energy, LLC and its wholly owned US Group. It is the Directors' opinion that the Company at the date of acquisition of Coos Bay Energy, LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition is outside on the IFRS 3 scope. Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a "merger accounting" method of consolidation as the most relevant method to be used.
The Group consistently applies it to all similar transactions in the following way:
- the acquired assets and liabilities are recorded at their existing carrying values rather than at fair value;
- no goodwill is recorded;
- all intra-group transactions, balances and unrealised gains and losses on transactions are eliminated from the beginning of the first comparative period or inception, whichever is earlier;
- comparative periods are restated from the beginning of the earliest comparative period presented based on the assumption that the companies have always been together;
- all the pre-acquisition accumulated losses of the legal acquire are assumed by the Group as if the companies have always been together;
- all the share capital and membership capital contributions of all the companies included into the legal acquiree sub-group less the Company's cost of investment into these companies are included into the merger reserve; and
- the Company's called up share capital is restated at the preceding reporting date to reflect the value of the new shares that would have been issued to acquire the merged company had the merger taken place at the first day of the comparative period. Where new shares have been issued during the current period that increased net assets (other than as consideration for the merger), these are recorded from their actual date of issue and are not included in the comparative statement of financial position.
The results and cash flows of all the combining entities were brought into the financial statements of the combined entity from the beginning of the financial year in which the combination occurred, adjusted so as to achieve uniformity of accounting policies. The comparative information was restated by including the total comprehensive income for all the combining entities for the previous reporting period and their statement of financial position for the previous reporting date, adjusted as necessary to achieve uniformity of accounting policies.
At 30 June 2019, the Group results include the results of all the subsidiaries included in Note 1. At 30 June 2018 and 31 December 2018, the group results include the results of Curzon Energy Plc, Coos Bay Energy, LLC, Westport Energy Acquisitions, Inc. and Westport Energy, LLC.
2. Segmental analysis
In the opinion of the directors, the Group is primarily organised into a single operating segment. This is consistent with the Group's internal reporting to the chief operating decision maker. Separate segmental disclosures have therefore not been included.
3. Pro forma basic and diluted loss per share
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue.
Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.
The following reflects the loss and share data used in the basic and diluted loss per share computations:
For six For six months months For year ended ended ended 30 June 30June 31 December 2019 2018 2018 Unaudited Unaudited Audited ----------------------------------------- ----------- ----------- ------------- Loss after tax (US$) (583,867) (530,990) (1,953,708) Weighted average number of ordinary shares of GBP0.01 in issue 80,995,897 72,594,700 74,449,821 Effect of dilutive options and warrants - - - Weighted average number of ordinary shares of GBP0.01 in issue inclusive of outstanding dilutive options and warrants 80,995,897 72,594,700 74,449,821 Loss per share - basic and fully diluted (US$) 0.007 0.007 0.026 ----------------------------------------- ----------- ----------- -------------
At 30 June 2019, 31 December 2018 and 30 June 2018, the effect of all potentially dilutive instruments was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation.
4. Share capital
Authorised share capital
The Company's authorised share capital at 30 June 2019 was 500,000,000 shares of GBP0.01 per share up to an aggregate nominal amount of GBP5,000,000, which was authorised by the Directors on 26 June 2019.
Issued equity share capital
At 30 June 2019 At 31 December At 30 June 2018 Unaudited 2018 Unaudited Audited ----------------------- ----------------------- --------------------- Number US$ Number US$ Number US$ -------------------- ----------- ---------- ----------- ---------- ----------- -------- Issued and fully paid Ordinary shares of GBP0.01 each 83,032,972 1,103,457 77,020,316 1,024,036 72,594,700 964,575 -------------------- ----------- ---------- ----------- ---------- ----------- --------
The Company has one class of Ordinary shares which carry no right to fixed income.
5. Administrative expenses
For six months For year ended For six months ended 30 June ended 31 December 2019 30June 2018 2018 Unaudited Unaudited Audited US$ US$ US$ ------------------------------ ----------- --------------- ------------- Staff costs Directors' salaries 81,064 186,582 726,767 Consultants 33,111 27,703 64,965 Employers NI 5,949 - 1,968 Professional services Accounting, audit & taxation 53,178 53,020 98,356 Legal - 17,647 68,655 Marketing 17,771 3,822 57,422 Other 8,961 - 31,202 Regulatory compliance 45,286 108,465 130,830 Standard Listing Regulatory 269,532 - - Costs Travel 6,069 21,353 41,614 Office and Admin General 5,324 43,162 64,165 IT related costs 2,039 3,949 2,379 Rent 27,456 25,910 41,552 Insurance 15,552 20,337 34,074 571,292 511,950 1,363,949 ------------------------------ ----------- --------------- ------------- 6. Borrowings
The following loans from third parties were outstanding during the six months ended 30 June 2019. Details of the notes are disclosed in the table below:
Origination Contractual Note Annual Security Settlement date settlement value Note interest details date in original value, rate currency US$ --------------- ------------- ------------- ------------- --------- ---------- ---------- ------------ 3 Oct 30 Oct YA Global 2018 2020 $100,000 $100,000 10% Unsecured Outstanding 25 Apr 30 Apr YA Global 2019 2020 $100,000 $100,000 10% Unsecured Outstanding 1 Sep 1 Oct Bruce Edwards 2017 2019 $100,000 $100,000 15% Unsecured Outstanding Bespoke 100% of Capital 26 Jun 1 Oct Coos Bay Solutions 2019 2019 GBP100,000 $127,048 13% assets Outstanding --------------- ------------- ------------- ------------- --------- ---------- ---------- ------------
No interim payments are required under the promissory notes, as the payment terms require the original principal amount of each note, and all accrued interest thereon, to be paid in single lump payments on the respective contractual settlement dates.
30 June 2019 30 June 2018 31 December Unaudited Unaudited 2018 US$ US$ Audited US$ -------------------------------- ------------- ------------- ------------ At the beginning of the period 213,812 578,599 578,599 Received during the year 227,048 - 100,000 Interest accrued during the period 14,645 31,893 42,321 Exchange rate differences (1,541) (23,494) (31,424) Discharged during the year by issue of shares in Curzon - - (475,684) -------------------------------- ------------- ------------- ------------ At the end of the period 453,694 586,998 213,812 -------------------------------- ------------- ------------- ------------
7. Post balance sheet events
On 4 July 2019, the Company announced that had agreed to issue GBP200,000 of secured loan notes to high net worth investors. The notes yield 13% per annum, are due for repayment on 1 October 2019, carry a 5% redemption fee, and are secured on the Company's interest in Coos Bay Energy. Further, the Company agreed to issue these investors warrants over 1,000,000 shares in the capital of the Company, exercisable at a price of GBP0.02 for a period of 18 months. The proceeds of these loan notes were to be used for working capital and costs associated with the diligence and negotiations of a transaction with Pared Energy, LLC and the Texas Gas Project, as announced on 29 March 2019, 20 December 2018, and 21 November 2018.
For further information please contact:
Curzon Energy Plc +44 (0) 20 7747 9980 Scott Kaintz www.curzonenergy.com SP Angel Corporate Finance LLP +44 (0) 20 3470 0470 Richard Hail Stephen Wong Optiva Securities Limited +44 (0) 20 3137 1902 Christian Dennis
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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