CatalystWireBeta

Final Results and Publication of Annual Report

In brief · summary, not quotable

No summary for this filing – the full text is below.

Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your BCE notes

Beacon Energy (AIM:BCE), the full-cycle oil and gas company with a portfolio of onshore German assets through its wholly-owned subsidiary, Rhein Petroleum GmbH ("Rhein Petroleum"), announces its Final Results for the period ended 31 December 2023.

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

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

"During the year and subsequent period, the Board has worked tirelessly to deliver the Company's strategy of pursuing value-enhancing opportunities to develop and grow a self-funding upstream oil & gas company. Following the completion of the transformational acquisition of Rhein Petroleum in April 2023, which was aligned with our growth strategy, we faced several operational challenges during drilling and experienced varying flow rates from the Schwarzbach-2 well.

Even with the challenges we have experienced, the Board remains convinced that Erfelden is a material and potentially highly valuable onshore oil discovery, with best estimated recoverable reserves of 7.2 million barrels.

On behalf of our shareholders, we will continue to assess all options to realize maximum value from our assets. We thank our shareholders for their support and patience during this time and look forward to providing updates on our progress as we move through the rest of the year."

I am pleased to present the following statement in support of the annual results of Beacon Energy plc (the "Company") for the year ended 31 December 2023.

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

In April 2023, the Company was pleased to complete the acquisition of Rhein Petroleum GmbH ("Rhein Petroleum"), together with a £6 million fundraise and simultaneous readmission to AIM following a period of suspension associated with the reverse take-over (the "Transaction"). Rhein Petroleum is an established full cycle E&P company with a portfolio of largely operated production, development, appraisal and exploration assets located onshore Germany. This acquisition represented a transformational transaction for shareholders, which was fully aligned with Beacon Energy's growth strategy to focus on assets with proven resources and therefore tangible value.

Immediately upon completion of the Transaction, the Company secured a drilling rig to drill the Schwarzbach-2 development well on the Erfelden field. Drilling operations commenced on 19 June 2023. Notwithstanding operational issues encountered during drilling, the Schwarzbach-2(2.) ("SCHB-2(2.)") well reached total drill depth of 2,255m metres (1,717 metres True Vertical Depth) on 13 August 2023 with electric wireline well logging completed shortly thereafter.

The wireline logs obtained confirmed that the SCHB-2(2.) well encountered a 34-metre gross interval containing 28 metres of oil-bearing net reservoirs in the Pechelbronner-Schichten ("PBS") sandstones within the Stockstadt Mitte segment of the Erfelden field. These oil-bearing reservoirs were encountered approximately 25 metres higher and 10 metres thicker than prognosis, with porosities averaging 18% in the Lower PBS and 21% in the Upper PBS, with no water-bearing sands in the 42m hydrocarbon column.

As a result of the encouraging electronic log results, the Company completed an over-subscribed £4.3 million fundraise in September 2023 and subsequently, on 13 November 2023, the Company updated its assessment of potential reserves in the central part of the Erfelden field to 7.2 mmbbls (Best Estimate Case), with range of 4.7 to 10.2 mmbbls (Low Case to High Case). For comparison, the Competent Person's Report for the Erfelden field, published at the time of the Transaction, outlined a 2P reserve of 3.8 mmbbls.

Following installation of a rod pump, production from the well stabilised at a disappointing 40 barrels of oil per day ("bopd") - materially below expectations given the results of the electronic logs. The low production rate indicated that the reservoir near the wellbore had been invaded with drilling fluids, restricting flow rates.

In January 2024, the Company undertook a sand jetting operation, an industry-standard stimulation technique, aimed at increasing production from the SCHB-2(2.) well. While the sand jetting operation was unsuccessful, it represented a low-cost opportunity which could be implemented within weeks, and which had the potential to fully clean the well and deliver expected production. In addition, the data obtained demonstrated that the reservoir remains at original pressure of approximately 172 bar, consistent with the neighbouring Stockstadt field prior to production, and that the well has a significant "skin" or "damage" effect which impeded flow.

In February 2024, the Company completed a £2.6 million fundraise which would allow the Company to undertake a side-track operation with the aim of by-passing the invaded drilling fluids and damaged section of the reservoir. A rig, all long-lead items and the relevant oil field service contractors were secured.

The SCHB-2 side-track commenced in late April 2024. The side-track kicked off from the original well bore at a depth of 2,145 metres and extended for an additional 85 metres in length. In the Lower PBS, the SCHB-2 side-track is estimated to be approximately 9 metres from the original wellbore. Following insertion of the production liner, an electrical submersible pump ("ESP") was successfully installed and tested. Following demobilisation of the rig, the SCHB-2 well was reconnected to the Schwarzbach production facilities on 12 June 2024 to restart production, allow the well to clean-up, and allow a long-term flow rate to be established.

From June through to August 2024, the SCHB-2 well intermittently produced a combination of oil, gas and water using an ESP. The continued production of water (which is likely to be completion fluid, spent acid and losses from the side-track and original well bore) combined with pressure data suggests the well continued to clean-up, albeit at a slow rate.

Following extensive analysis by our technical team, the most likely explanation for the poor performance is a combination of residual reservoir damage in the upper section of the Upper PBS reservoir (where the sidetrack remains close to the original well bore which was invaded with drilling fluids) and poor permeability in this particular area of the Erfelden field in the Lower PBS reservoir.

Following the extended period of production during the summer, it became clear that the intermittent production reflected the fact that the ESP was running at the (lower) limit of its operating range. As a result, in early September 2024, a rod pump was installed with the aim of achieving a stabilised flow rate. At the time of writing, a stabilised rate of 50-55 bopd has been achieved from the SCHB-2 well. As a result of this low cost installation, we have marginally increased production while materially increasing the reliability of stable production volumes.

Outlook

The Company has undertaken a thorough review of the Rhein Petroleum cost base in order to maximise cash generation. Cost reduction measures are actively being pursued and these initiatives are anticipated to reduce Rhein Petroleum's annual cash operating costs from approximately €2.5 million currently to approximately €1.3 million. Such cost reduction measures are likely to be fully implemented by year end 2024.

As part of the Company's broader cost reduction measures, the directors continue to defer or receive a significant proportion of their fees in shares. In addition, Larry Bottomley and Stephen Whyte agreed to leave the Company's board, effective 1 July 2024. We take this opportunity to thank Larry and Steve for their valuable contributions to Board deliberations. Our thanks go especially to Larry for stepping into the CEO role in early 2022 and leading the Company through the reverse takeover and subsequent re-listing of the Company in 2023. As a result, the board now comprises Mark Rollins (Non-executive Chairman), Stewart MacDonald (CEO), Ross Warner (Independent Non-executive Director) and Leo Koot (Non-executive Director).

In order to provide more optionality for the Company as it seeks to establish the optimum route forward, the Company engaged with approximately 90% of the creditors of Rhein Petroleum with the aim of agreeing a reduction in liabilities and a deferred payment plan based on future cash flow generation of Rhein Petroleum. Unfortunately, agreement with creditors could not be reached and as a result the Company took the decision to place Rhein Petroleum into a formal process with its creditors (akin to US Chapter 11 bankruptcy protection), as announced on 27 August 2024. This three-month process was expected to conclude in early October although it has been extended by the creditor's representative who is exploring options to maximise recovery of value for creditors. As part of this process, the Company has put forward a robust and fully financed restructuring plan aimed at maximising cash generation from the Rhein Petroleum business and delivering value for creditors. A resolution of the creditor process is expected during Q4 2024.

In summary, it has been a frustrating series of events given the operational challenges encountered during the drill and subsequent flow rates from SCHB-2. As a Board, we remain convinced that Erfelden is a material and potentially highly valuable onshore oil discovery with Best Estimated recoverable reserves of 7.2 mmbbl. On behalf of our shareholders, we will continue to assess all options to realise maximum value from our assets. We thank shareholders for their support and patience through this period and look forward to providing updates on our progress as we move through the rest of the year.

Mark Rollins

Non-Executive Chairman

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

NoteFor the year ended 31 December 2023 US$'000For the 8 month period ended 31 December 2022 US$'000
Income:
Operating Income5962-
Other income10-
Total Income972-
Cost of goods sold(279)-
Operating expenses6(3,637)-
Operating loss(2,944)-
-
Other administrative expenses8(3,830)(1,004)
Net loss before finance costs and taxation(6,774)(1,004)
Finance costs(362)(47)
Effects of exchange gain/loss125-
At acquisition negative goodwill3,556-
Loss before tax(3,455)(1,051)
Tax expense12(1)-
Loss after tax attributable to owners of the parent(3,456)(1,051)
Other comprehensive income
Exchange differences on translation of foreign operations(276)-
Total comprehensive loss for the year attributable to owners of the parent(3,732)(1,051)
Basic loss per share attributable to owners of the parent during the year (expressed in US cents per share)7(0.04)(0.08)

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

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

NoteAs at 31 December 2023 US$'000As at 31 December 2022 US$'000
Assets
Non-current assets
Property, plant & equipment1420,336-
Intangible assets29-
Total non-current assets20,365-
Current assets
Other receivables875564
Restricted cash162,075-
Cash and cash equivalents2,754306
Total current assets5,704870
Total assets26,069870
Liabilities
Trade and other payables17(5,229)(411)
Non-current liability18(6,231)-
Total liabilities(11,460)(411)
Net assets14,609459
Equity attributable to the owners of the parent
Share premium1565,24548,128
Share reserve2,8012,036
Foreign Currency Translation Reserve(276)-
Accumulated deficit(53,161)(49,705)
Total shareholder funds14,609459

Director

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share premiumShare reserveForeign Currency Translation reserveAccumulated deficitTotal equity
US$'000US$'000US$'000US$'000US$'000
Balance at 1 May 202247,6561,445-(48,654)447
Loss for the period to 31 December 2022---(1,051)(1,051)
Total comprehensive income---(1,051)(1,051)
Transactions with equity shareholders of the parent
Proceeds from shares issues490---490
Cost of share issues(18)---(18)
Share based payments-591--591
Balance at 31 December 202248,1282,036-(49,705)459
Loss for the year to 31 December 2023---(3,456)(3,456)
Other comprehensive income
Exchange differences on translation of foreign operations--(276)-(276)
Total comprehensive income--(276)(3,456)(3,732)
Transactions with equity shareholders of the parent
Proceeds from shares issued17,713---17,713
Cost of shares issued(596)---(596)
Share based payments-765--765
Balance at 31 December 202365,2452,801(276)(53,161)14,609

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

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2023 US$'000For the 8 month period ended 31 December 2022 US$'000
Cash flows from operating activities:
Net loss for the year(3,456)(1,051)
Adjustments for :
Share based payments765591
Depreciation on property plant and equipment426-
Negative Goodwill(3,556)-
Tax expense1-
Interest paid362-
Change in working capital items:
Decrease/(Increase) in other receivables227(475)
(Decrease)/Increase in trade and other payables4615107
Net cash used in operations(616)(828)
Cash flows from investing activities
Investment in subsidiary - cash balances acquired2,492-
Purchase of property, plant & equipment(9,673)-
Net cash used in investing activities(7,181)-
Cash flows from financing activities
Proceeds from issue of share capital12,570490
Share issue costs(596)(18)
Net cash generated by financing activities11,974472
Net (decrease)/increase in cash and cash equivalents4,177(356)
Cash and cash equivalents, at beginning of the year306662
Effect of foreign exchange rate changes346-
Cash and cash equivalents, at end of the year4,829306

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

NOTES TO FINANCIAL STATEMENTS

1 Reporting Entity

On 11 April 2023, the Company announced that it had successfully completed the acquisition of 100% of the share capital of Rhein Petroleum GmbH and Beacon Energy plc was re-admitted to trading on AIM. On the same date Stewart MacDonald and Leo Koot were appointed as directors.

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 approved and authorised for issue by the Company's Board of directors on 11 October 2024.

The comparatives are not entirely comparable and reflect the period from 1 May 2022 to 31 December 2022 whilst the current period figures represent the period from 1 January 2023 to 31 December 2023. The change in period length was to align the accounting period with the newly acquired subsidiary.

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

Standards and amendments effective for periods beginning 1 January 2024 or later

  • Non-current Liabilities with covenants - amendments to IAS 1
  • Classification of Liabilities as Current or Non-current - Amendments to IAS 1
  • Lease Liability in a Sale and Leaseback - Amendments to IFRS 16
  • Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
  • Basis of consolidation
  • Subsidiaries
  • Transactions eliminated on consolidation
  • Foreign currency
  • Foreign currency transactions

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

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

  • an investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss);
  • qualifying cash flow hedges to the extent that the hedges are effective.
  • 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.

  • Employee benefits
  • Short-term employee benefits
  • 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.

Income tax

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.

Current tax

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

  • Deferred tax
  • taxable temporary differences arising on the initial recognition of goodwill.

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.

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

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

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

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

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

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

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

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.

Impairment

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

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

Fair value measurement

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.

Operating Income

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

Going concern

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

As at 30 June 2024, the Company had available cash resources (excluding restricted cash) of US$1.4 million.

Following disappointing production rates from SCHB-2, the Company engaged with approximately 90% of the creditors of Rhein Petroleum with the aim of agreeing a reduction in liabilities and a deferred payment plan based on future cash flow generation of Rhein Petroleum. Unfortunately, agreement with creditors could not be reached and as a result the Company took the decision to place Rhein Petroleum into a formal process with its creditors (akin to US Chapter 11 bankruptcy protection). This three-month process was expected to conclude in early October although it has been extended by the creditor's representative who is exploring options to maximise recovery of value for creditors. As part of this process, the Company has put forward a robust and fully financed restructuring plan aimed at maximising cash generation from the Rhein Petroleum business and delivering value for creditors. A resolution of the creditor process is expected during Q4 2024.

Management's base case is that a suitable agreement will be reached with the creditors of Rhein Petroleum and that, if the stabilised production can be maintained, the Rhein Petroleum business will be self-funding going forward.

Management have also considered a number of downside scenarios, including scenarios where agreement cannot be reached with creditors, or where production cannot be maintained at the current stabilised rate.

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 and/or reduction of expenditure and raising additional funding. It should be noted that Beacon Energy has not provided any parent company guarantees related to the debts of Rhein Petroleum.

Accordingly, after making enquiries and considering the risks described above, the Directors have assessed that the cash balance and forecast cash flows provide the Group with adequate headroom 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.

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.

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 20 - consolidation: whether the Group has de facto control over an investee.
  • Note 14 - impairment considerations in relation to property, plant and equipment.
  • 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 11)

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.

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.

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

Decommissioning provision (note 18)

The Group has estimated the present value of the amounts that will be required in relation to the future decommissioning of its oil and gas operation. This is based on security amounts agreed with the mining authority in the jurisdiction, however, there are estimation uncertainties in respect of the inflation and discount rates used.

5 Operating income

All Group revenues arise from the oil and gas activities in Germany.

2023 December2022 December
US$'000US$'000
Oil and gas activities962-
962-

Contract balances

The opening and closing balances of receivables and contract assets from contracts with customers are as follows:

2023 December2022 December
US$'000US$'000
Trade receivables111-
111-
6 Operating expenses
Operating expenses consist of the following:
2023 December2022 December
US$'000US$'000
Raw materials, auxiliary materials and operating supplies166-
Operating services439-
Wages and salaries958-
Depreciation426-
Other operating expenses1,648-
Operating expenses3,637-

7 Operating Segments

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

8 Administrative expenses

Administration fees and expenses consist of the following:

2023 December2022 December
US$'000US$'000
Audit fees4720
Professional fees418103
Administration costs (largely associated with acquisition)81663
Employee share based payments (Note 11)19-
Director share based payments (Note 11)1,010425
Directors' fees (Note 11)661393
Travel and entertainment28-
Acquisition amounts written off831-
Other administrative expenses3,8301,004
9 Earnings per share
2023 December2022 December
Loss attributable to owners of the Group (USD thousands)(3,456)(1,051)
Weighted average number of ordinary shares in issue (thousands)8,863,2481,350,063
Loss per share (US cents)(0.04)(0.08)

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 10.

10 Share-based payment arrangements

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

Number of options and warrantsWeighted average exercise price (Pence)
Outstanding and exercisable at 1 May 2022118,259,5112.68
Outstanding and exercisable at 31 December 2022613,268,8240.43
Outstanding and exercisable at 31 December 20233,295,965,5360.15

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 DateExpiry Date1 May 2022IssuedExpired/ Cancelled31 December 2022Exercise Price
Warrants
22.05.1722.05.2215,000,000-(15,000,000)-0.10p
22.05.1722.05.2235,000,000-(35,000,000)-0.10p
19.08.1719.08.2290,769,231-(90,769,231)-0.06p
01.09.1701.09.2270,769,231-(70,769,231)-0.06p
06.12.1706.12.22638,569,604-(638,569,604)-0.05p
Consolidation(833,105,906)-833,105,906-
21.06.1920.06.2218,059,856-(18,059,856)-0.155p
21.06.1920.06.2210,833,334-(10,833,334)-0.155p
02.07.1901.07.223,178,235-(3,178,235)-0.157p
03.07.1902.07.22833,334-(833,334)-0.157p
10.12.2009.12.23545,455--545,4550.22p
31.03.2131.03.2638,511,644--38,511,6440.00p
Consolidation(80,067,627)-44,916,232(35,151,395)
19.04.2119.04.2421,488,500--21,488,5002.60p
19.04.2119.04.2624,064,620--24,064,6202.60p
26.07.2227.07.25-500,000,000-500,000,0000.13p
Options
01.10.1801.10.234,500,000--4,500,0002.00p
01.02.2001.02.2531,250,000--31,250,0000.30p
01.02.2001.02.2531,250,000--31,250,0000.30p
Consolidation(60,300,000)--(60,300,000)
19.04.21 19.01.2627,110,000--27,110,0002.60p
17.03.2217.03.2730,000,000--30,000,0000.30p
118,259,511500,000,000(4,990,687)613,268,824
Grant DateExpiry Date31 December 2022IssuedExpired /Cancelled31 December 2023Exercise Price
Warrants
10.12.2009.12.23545,455-(545,455)-0.22p
31.03.2131.03.2638,511,644--38,511,6440.00p
Consolidation(35,151,395)-490,910(34,660,485)
19.04.2119.04.2421,488,500--21,488,5002.60p
19.04.2119.04.2624,064,620--24,064,6202.60p
26.07.2227.07.25500,000,000--500,000,0000.13p
11.04.2311.04.28-1,325,753,299-1,325,753,2990.11p
20.09.2320.09.28-116,700,000-116,700,0000.15p
Options
01.10.1801.10.234,500,000-(4,500,000)-2.00p
01.02.2001.02.2531,250,000-(31,250,000)-0.30p
01.02.2001.02.2531,250,000-(31,250,000)-0.30p
Consolidation(60,300,000)-60,300,000-
19.04.21 19.01.2627,110,000-(27,110,000)-2.60p
17.03.2217.03.2730,000,000--30,000,0000.30p
19.12.2219.12.27-188,803,430-188,803,4300.00p
19.12.2219.12.27-581,738,888-581,738,8880.11p
20.12.2320.12.28-266,972,202-266,972,2020.15p
20.12.2320.12.28-236,593,438-236,593,4380.15p
613,268,8242,716,561,257(33,864,545)3,295,965,536

The options and warrants issued during the period 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 dateShare price at grantExercise priceVolatilityOption lifeDividend yieldRisk-free investment rateFair value per option
19.12.220.175p0.00p237%5 years0%3.503%0.15p
19.12.220.175p0.11p237%5 years0%3.503%0.09p
20.12.230.95p0.15p98%5 years0%3.525%0.05p

The Group recognised US$765,000 (2022: US$591,000) relating to equity-settled share-based payment transactions during the year arising from Option or Warrant grants, which was charged US$nil (2022: US$Nil) in respect of services performed in connection with the issue of new shares charged to share premium, US$765,000 (2022: US$472,000) in respect of directors' fees and US$nil reversed (2022: US$7,000) in respect of employee costs to the income statement.

The 770,542,318 options granted on 19 December 2022 vested on 19 June 2023 and 19 December 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.

The 503,565,640 options granted on 20 December 2023 will vest on 23 April 2024 and 23 October 2024. 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.

The 62,500,000 options granted on 1 February 2020 which were meant to vest on 1 February 2025 were cancelled. The 27,110,000 options granted on 19 April 2021 which were meant to vest on 19 January 2026 were cancelled. The share option reserve recognized has been released to the profit and loss.

For the share options and warrants outstanding as at 31 December 2023, the weighted average remaining contractual life is 4 years (2022: 4 years).

11 Employee benefits (including directors)

The group employed an average of 14 individuals during the period, including the directors (2022: 4).

2023 December2022 December
US$'000US$'000
Directors' remuneration (see below)661227
Wages cost958-
Share based payments - Directors (see below)1,010166
Share based payments - Employees19-
2,648393

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

The remuneration of the directors during the period ended 31 December 2023 was as follows:

Short term employee benefitsSocial security paymentsPension contributionShare based paymentsTotal 2023
US$'000US$'000US$'000US$'000US$'000
Ross Warner45--71116
Mark Rollins75--152227
Stewart MacDonald1962223201442
Steve Whyte454-71120
Larry Bottomley20021-515736
Leo Koot30---30
Total Key Management59147231,0101,671

The remuneration of the directors during the period ended 31 December 2022 was as follows:

Short term employee benefitsSocial security paymentsPension contributionShare based paymentsTotal 2022
US$'000US$'000US$'000US$'000US$'000
Ross Warner33--1447
Mark Rollins67--70137
Stephen West-(2)--(2)
Steve Whyte334-643
Larry Bottomley884-76168
Total Key Management2216-166393

12 Income tax expense

The Parent Company is resident for tax purposes in the Isle of Man and is subject to Isle of Man tax at the current rate of 0% (2022: 0%). During the period and in the prior year, no subsidiaries were subject to material corporation tax.

Taxation reconciliation

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

2023 December2022 December
US$'000US$'000
Loss before income tax(3,456)(1,051)
Tax on loss at the weighted average corporate tax rate of 0% (2022: 0%)--
Tax - German authorities1-
Total income tax expense1-

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

13 Business combination

On 11 April 2023, the Company acquired the entire issued share capital of Rhein Petroleum GmbH, an upstream oil and gas business operating in Germany. This transaction can be best described as a business combination under IFRS3.

The acquisition consisted of equity consideration of 3,488,549,633 ordinary shares and an associated consideration of 1,186,953,301 warrants at a price of 0.11 pence which is the fair value per share. On the basis that the net assets acquired exceeded the consideration paid, negative goodwill arose. This negative goodwill has been written off through the profit and loss. Details of the purchase consideration and the net assets acquired are as follows:

Goodwill

$'000

Consideration transferred at Fair value5,143
Less: Net identifiable liabilities at acquisition18,769
Goodwill at acquisition23,912
Less: adjustments of loan balance acquired(27,468)
Negative goodwill at reporting date(3,556)
Net liabilities at fair value:
Fair value recognised on acquisition
$'000
Property, plant and equipment11,743
Receivables536
Cash and cash equivalents2,492
Total assets14,771
Trade payables(759)
Non-current liabilities(32,781)
Total liabilities(33,540)
Total identifiable net liabilities at fair value(18,769)

The Group measured immaterial acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The related right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of the lease relative to market terms.

From the date of acquisition, Rhein Petroleum GmbH contributed $962,000 of revenue and $1,357,000 to loss before tax from continuing operations of the Group. If the combination had taken place at the beginning of 2023, the Group's revenue from continuing operations would have been $1,464,000 and the loss before tax from continuing operations would have been $3,843,000.

14 Property, plant and equipment

Oil and gas properties and equipment

US$'000

Cost

Cost at 1 January 2023-
Acquired in year20,762
Cost at 31 December 202320,762
Depreciation
Depreciation at 1 January 2023-
Depreciation charge(426)
Depreciation at 31 December 2023(426)
Net book value - 1 January 2023-
Net book value - 31 December 202320,336

15 Capital and reserves

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

Allotted, called-up and fully paid:NumberPence per shareShare premium US$'000
Balance at 30 April 20221,027,614,00847,656
26 July 2022-Equity placing500,000,0000.13490
Cost of issue(18)
Balance at 31 December 20221,527,614,00848,128
Cancelled shares(1,527,614,008)
11 April 2023-Equity placing10,507,679,6200.1112,639
15 September 2023-Equity placing2,867,000,0000.155,074
Cost of issue(596)
Balance at 31 December 202313,374,679,62065,245

16 Restricted cash

At reporting date, the Group had US$2,075,000 restricted cash, which is backing guarantees to the mining authority related to future decommissioning. This amount forms part of the US$2,496,000 cash balances acquired through the Rhein Petroleum GmbH acquisition. The guarantees are included within the provision for decommissioning shown in note 18.

17 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.

2023 December2022 December
US$'000US$'000
Trade payables4,858230
Accruals and other payables371181
5,229411

18 Non-current liabilities

The non-current liabilities consist of a loan with Tulip Oil Holding B.V and provisions in relation to future abandonment and decommissioning costs.

Audited Outstanding at 31 Dec 2023 US$'000Audited Outstanding at 31 Dec 2022 US$'000
Tulip Oil Holding loan payable3,724-
Provision for decommissioning2,412-
Other non-current liabilities95-
6,231-

The loan between Rhein Petroleum GmbH and Tulip Oil Holding B.V. is secured on the shares of Rhein Petroleum GmbH , incurs interest at a rate of 15% and is repayable on 30 June 2025.

The provision for decommissioning is the estimated present value of the amounts required to decommission the Group's oil and gas activities.

19 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

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$559,000 (2022: US$6,000) in the net assets of the Group.

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.

2023 December US$'0002022 December US$'000
Cash & Cash Equivalents
USD3294
GBP2,64012
EUR2,186-
Total Financial Assets4,829306
Trade & other payables
USD249181
GBP128184
EUR4,85246
Total Financial Liabilities5,229411

Credit risk

Credit risk arises on investments, cash balances and receivable balances. The amount of credit risk is equal to the amounts stated in the Statement of Financial Position for each of these assets. Cash balances and transactions are limited to high-credit-quality financial institutions. There are no impairment provisions as at 31 December 2023 (31 December 2022: 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.

20 List of subsidiaries and associates

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

NameInterest 2023Interest 2022Country of incorporationNature of business
Advance Energy TL Limited100%100%UKIntermediate Hold Co
Eagle Gas Limited25%25%UKOil and gas Exploration
Beacon Energy RP Limited100%100%Isle of ManDormant
Rhein Petroleum GmbH100%0%GermanyOil and gas

21 Commitments

There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements as at 31 December 2023 (31 December 2022: None).

22 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 11 Directors Remuneration. For details of any related party transactions entered into after the year-end please refer to Note 23 Subsequent Events.

23 Subsequent events

On 29 February 2024, the company announced that it had successfully completed its oversubscribed Placing with new and existing institutional investors and the PrimaryBid Offer. The Company raised, in aggregate, approximately €3.0 million (approximately £2.6 million) (before expenses) via the issue of 5,137,000,000 shares.

On 2 April 2024, the company announced that Larry Bottomley, the Company's Chief Executive Officer ("CEO"), has informed the board of his intention to retire as CEO effective 1 June 2024. Larry was replaced as CEO by Stewart MacDonald, the Company's then Chief Financial Officer ("CFO.")

On 28 June 2024, the Company announced that the Company had engaged with approximately 90% of the creditors of Rhein Petroleum with the aim of agreeing a reduction in liabilities and a deferred payment plan based on future cash flow generation of Rhein Petroleum. The Company also announced that it expected Rhein Petroleum to enter into a formal process with its creditors which would provide for an up to three-month negotiation period. The company had undertaken a thorough review of the Rhein Petroleum cost base in order to maximise cash generation. Cost reduction measures are anticipated to reduce Rhein Petroleum's annual cash operating costs from approximately €2.5m currently to approximately €1.3m. Such cost reduction measures are likely to take 3 - 6 months to realise. As part of the broader cost reduction measures, Larry Bottomley and Stephen Whyte agreed to leave the Company's board.

Unfortunately an agreement with creditors of Rhein Petroleum could not be reached and as a result the Company took the decision to place Rhein Petroleum into a formal process with its creditors (akin to US Chapter 11 bankruptcy protection).

On 1 July 2024, the Company requested that trading on AIM for the securities be temporarily suspended.

On 27 August 2024, the Company announced that it had become clear that the electrical submersible pump ("ESP") was running at the lower limit of its operating range - approximately 50 bopd - and as such the SCHB-2 well had not yet been able to achieve a stabilised flow rate. It also announced that plans are well advanced to re-install a rod pump (at a cost of approximately €75,000) to allow a stabilised flow rate to be achieved. This was subsequently installed and a stabilised rate of 50 - 55 bopd achieved.

For further information, please visit www.beaconenergyplc.com and @BeaconEnergyPlc on Twitter

To register for Beacon Energy's email alerts, please complete the following form: https://www.beaconenergyplc.com/media-centre/news/#alerts

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note