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Half-year Results

In brief · summary, not quotable

Georgina Energy completed reverse takeover and LSE readmission, raised £5m, progressing exploration licences in Australia.

  • Cash raised £5,000,000
  • Cash and cash equivalents £287,315 (prior £7,463)
  • Loss for the period £3,303,925 (prior £947,566)
  • EP513 Hussar 2U Prospective Resource estimate (updated) 185 BCFG (helium), 205 BCFG (hydrogen), 1,909 BCFG (hydrocarbons)
  • Total equity £(2,107,123) (prior £(4,241,867))
Full announcement

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Georgina Energy plc ("Georgina" or the "Company") is pleased to present its unaudited financial statements for the 6 months ended 31 July 2024 ("2024 Interim Financial Statements").

Chairman's Statement

I have pleasure in presenting the 2024 Interim Financial Statements of Georgina Energy Plc.

The Company successfully completed the reverse takeover and it's admission on the Equity Shares (Transition) category of the official list and main market of the London Stock Exchange on 30 July 2024 having successfully raised a total of £5,000,000.

In the 3 months since relisting, the Company has been actively pursuing its agenda set out in the Prospectus dated 11 July 2024.

EP513 Hussar

  • The Company has commenced applications for the approval of a drilling permit at EP513 Hussar and engaged contractors (Aztech Well Construction) to undertake the re-entry of the Hussar 1 Well.
  • Seismic data made available to the Company by DEMIRS has provided a basis for more detailed seismic mapping results and better seismic sections through the well resulting in an overall increase of approximately 20% unrisked 2U Prospective (Recoverable) Resource estimate at Hussar.
UnitsUpdated EstimateOriginal CPR
1U2U3U1U2U3U
EP 513 Hussar Prospect
HeliumBCFG6.591852,5616.221552,046
HydrogenBCFG1.432053,1301.351732,501
HydrocarbonsBCFG1041,90915,0821001,75013,000
  • The Executive Directors and Management will be on site together with the Company's contractors in November 2024 to undertake a site inspection ahead of the site preparation works and drilling program to commence in December 2024.

EPA155 Mt Winter

  • Westmarket Oil & Gas Pty Ltd, has received a formal request as the operator of the Westmarket /Oilco Farmin partnership to meet the Traditional Aboriginal Landowners to present the company's plans for the exploration, development and re-entry at EPA155 Mt Winter.

The Company will seek the consideration of the traditional aboriginal landowners to the granting of the exploration permit EPA155. Should the traditional landowners consent, the Company will expedite its commitments under the farm-in agreement to earn its initial 75% interest.

Georgina Energy aims to become a leading player in the global energy market and is focused on establishing itself among the top producers of helium and hydrogen worldwide. With a strategic approach and leveraging the experienced management team's expertise, Georgina Energy aims to capitalize on opportunities in these critical energy sectors.

Peter Bradley

Chairman

The accompanying notes form an integral part of the financial information.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 July 2024

NoteAt 31 July 2024 (unaudited)At 31 July 2023 (unaudited)At 31 January 2024 (unaudited)
£££
ASSETS
Non-current assets
Right of use assets-50,10244,137
Total Non-current assets-50,10244,137
Current assets
Cash and cash equivalents287,3157,3377,463
Trade and other receivables94,272,36652,23737,801
4,599,68159,57445,264
Total assets4,599,681109,67689,401
EQUITY
Equity Attributable to Owners of the company
Share capital84,504,4201,620,5001,620,500
Share premium5,842,6302,356,1672,356,167
Merger reserve(4,380,957)(4,380,957)(4,380,957)
Share based payments reserve507,108--
Shares to issue reserve3,937,5003,937,5003,937,500
Currency translation reserve(44,494)(363,198)(54,386)
Retained earnings(12,473,330)(7,411,879)(9,169,405)
Total equity(2,107,123)(4,241,867)(5,960,581)
LIABILITIES
Non-current liabilities
Long-term borrowings1,571,3592,283,2632,722,166
Lease liabilities22,89027,90422,389
Total non-current liabilities1,594,2492,311,1672,744,555
Current liabilities
Borrowings1,144,14359,094233,134
Lease liabilities-22,97023,568
Trade and other payables3,928,4121,958,3122,778,725
Total current liabilities5,072,5552,040,3763,035,427
Total liabilities6,666,8044,351,5435,779,982
TOTAL EQUITY AND LIABILITIES4,559,681109,67689,401

The accompanying notes form an integral part of the financial information.

This report was approved by the board and authorised for issue on 30 October 2024 and signed on its behalf by:

Peter Bradley - Chairman

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period ended 31 July 2023

Share capital £Share premium £Merger reserve £Share based payments reserve £Shares to issue reserve £Currency translation reserve £Retained earnings reserve £Total £
As at 1 February 2023320,500406,167----(715,524)11,125
Adjustment for reverse merger accounting1,300,0001,950,000(4,380,957)-3,937,500(29,433)(5,748,771)(2,971,661)
As at 1 February 2023 - adjusted1,620,5002,356,167(4,380,957)-3,937,500(29,433)(6,464,313)(2,960,536)
Loss for the period------(947,566)(947,566)
Exchange differences on overseas subsidiaries-----(333,765)-(333,765)
Total comprehensive income-----(333,765)(947,566)(1,281,331)
As at 31 July 20231,620,5002,356,167(4,380,957)-3,937,500(363,198)(7,411,879)(4,241,867)

The accompanying notes form an integral part of the financial information.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period ended 31 July 2024

Share capital £Share premium £Merger reserve £Share based payments reserve £Shares to issue reserve £Currency translation reserve £Retained earnings reserve £Total £
As at 1 February 20241,620,5002,356,167(4,380,957)-3,937,500(54,386)(9,169,405)(5,690,581)
Loss for the period------(3,303,925)(3,303,925)
Exchange differences on overseas subsidiaries-----9,892-9,892
Total comprehensive income-----9,892(3,303,925)(3,294,033)
Transactions with shareholders
Allotment of ordinary shares2,883,9203,590,630-----6,474,550
Issue of warrants-(104,167)-507,108---402,941
Total Transactions with shareholders2,883,9203,486,463-507,108---6,877,491
As at 31 July 20244,504,4205,842,630(4,380,957)507,1083,937,500(44,494)(12,473,330)(2,107,124)

The accompanying notes form an integral part of the financial information.

CONSOLIDATED STATEMENT OF CASHFLOWS

for the period ended 31 July 2024

Six months ended 31 July 2024 (unaudited)Six months ended 31 July 2023 (unaudited)
££
Loss before tax(3,303,925)(947,566)
Adjustments for
Share based payments402,941-
Equity settled expenses225,000-
(Increase) / decrease in receivables(41,530)44,419
Increase / (decrease) in payables1,159,579456,440
Depreciation & amortisation44,13725,305
Net cashflows from operating activities(1,513,798)(421,402)
Cashflows from financing activities
Payment of lease liabilities(23,067)(102,210)
Proceeds of borrowings1,389,252479,786
Issue of shares427,465-
Net cashflows from financing activities1,793,650377,576
Net increase / (decrease) in cash and cash equivalents in the period279,852(43,826)
Cash and cash equivalents at the beginning of the period7,46351,163
Cash and cash equivalents at the end of the period287,3157,337

The accompanying notes form an integral part of the financial information.

NOTES TO THE FINANCIAL INFORMATION

GENERAL INFORMATION

The Company was incorporated on 28 January 2013 in England and Wales as a limited company, limited by shares and with Registered Number 08377465 under the Companies Act 2006. The Company's registered office address is 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF, United Kingdom.

On 30 July 2024, the Company completed the acquisition of the then named company Georgina Energy plc (since renamed Georgina Production Limited) in a share for share transaction constituting a reverse takeover under the listing rules. The compinged Group was readmitted to the trading on the London Stock Exchange Main market on 30 July 2024.

The Combined Group, via the Company's subsidiary undertakings, holds exploration licences and entitlements to acquire an interest in exploration licences in Australia specifically targeting helium, hydrogen and natural gas.

Other than the Directors the company did not have any staff.

ACCOUNTING POLICIES

Basis of preparation

The principal accounting policies adopted by the Group in the preparation of the Company Financial Information are set out below.

The financial statements have been prepared in accordance with Uk adopted International Accounting Standards and IFRIC interpretations ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.

The Group Financial Information has been presented in Pounds Sterling, being the functional currency of the Company. The Group includes subsidiaries whose functional and reporting currency is Australian Dollars, giving rise to a currency translation reserve on translation of the assets, liabilities, reserves and performance for the period into the Group reporting currency on consolidation.

The preparation of the 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 Company's accounting policies. The Company'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 Company financial statements are disclosed in the audited annual report for the year ended 31 January 2024 and are available on the Company's website.

In the opinion of the management, the interim unaudited financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 January 2024.

Acquisition of Subsidiary in the Period

On 30 July 2024, the Company acquired 100% of the shares in issue of Georgina Energy plc (thereafter renamed "Georgina Production Limited") for the allotment of new shares in the Company to the vending shareholders of the acquired entity. Under the listing rules, the transaction constituted a reverse takeover.

It is the opinion of the directors that, at the date of the above transaction, neither the Company nor the acquired subsidiaries met the definition of a "business" under IFRS 3 and therefore that the transaction is outside the scope of the standard and cannot be accounted for as a business combination.

Where the parties to an acquisition fail to satisfy the definitions of a business as defined by OFRS 3, management have decided to adopt a "merger accounting" method of consolidation as the most relevant method to be used. The approach adopted by the Group in applying merger accounting is as follows:

  • 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;
  • Comparative periods are restated from the beginning of the earliest comparative period presented based on the assumption that the companies have always been combined;
  • All pre-acquisition accumulated losses of the legal acquiree are assumed by the Group as if the companies have always been combined;
  • All the share capital and share premium of the companies included in 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 share capital, premium and shares to issue reserves are restated at the preceding reporting date to reflect the value of the new shares and reserves that would have been created 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 reporting period that increase 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.

Going Concern

On 30 July 2024, the Company completed the acquisition of Georgina Energy plc (subsequently named "Georgina Production Limited") resulting in the combined group holding exploration licences in Australia, specifically targeting helium, hydrogen and natural gas. As part of the readmission process, the Company undertook an institutional placing of new shares for £5 million before expenses, which the directors have determined is sufficient to fund the near term exploration work program for the licences, as well as meet the working capital requirements of the business over this period.

The directors have further considered that, to the extent further funding is required for the business to continue meeting its obligations as they fall due, the Company retains the capacity to undertake further institutional fundraising activity, either through the placing of further ordinary shares or entering into potential debt arrangements, such that the directors are satisfied that the Group will be able to continue to meet its financial obligations for the foreseeable future.

As a consequence, the directors are satisfied that the production of these financial statements on the going concern basis is justified and appropriate.

DIRECTORS' EMOLUMENTS

Directors emoluments during the period has been as follows:

DirectorAppointment/Resignation date6m to 31 July 20246m to 31 July 2023
££
Peter BradleyAppointed 30-7-24--
Robin FryerAppointed 30-7-24--
Anthony HamiltonAppointed 30-7-24--
John HeughAppointed 30-7-24--
Mark WallaceAppointed 30-7-24--
Johnny SmithResigned on 30-7-2420,000-
Kay Asare BedlakoResigned on 30-7-2420,000-
Mike StewartResigned on 30-7-2460,000-
Roy Pitchford100,000-
Total Directors emoluments200,000-

Directors' remuneration charged in the current period is for settlement of fees relating to services over a period of approximately three years during which no accrual had been charged for such fees due to the lack of operational activity over this time.

FINANCIAL RISK MANAGEMENT

The Company uses a limited number of financial instruments, comprising cash and various items such as trade payables, which arise directly from operations. The Company does not trade in financial instruments.

Financial risk factors

The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

Credit risk

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash, the Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment.

Fair values

Management assessed that the fair values of cash trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

  • CAPITAL MANAGEMENT POLICY
  • FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise cash and cash equivalents, prepayments and other receivables, trade and other payables, borrowings and lease liabilities. The Company does not use financial instruments for speculative purposes.

31 July 2024 £31 July 2023 £31 January 2024 £
Financial assets
Trade and other receivables4,272,36652,23737,801
Cash and cash equivalents287,3157,3377,463
Total financial assets4,559,68159,57445,264
Financial liabilities measured at amortised cost
Trade and other payables3,928,4121,958,3122,778,725
Lease liabilities22,89050,87445,957
Borrowings2,715,5022,342,3572,955,300
Total financial liabilities6,666,8044,351,5435,779,982

EARNINGS PER SHARE

The loss per share has been calculated using the loss for the year and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as amended for the merger accounting applied to the reverse acquisition in the period whereby the shares issued in consideration for the acquisition have been recognised as if they had been issued at the start of the comparative period.

Fully diluted earnings per share, taking account of the warrants in issue as at the reporting date, has not been prepared as the Company is loss making and the effects of these warrants is antidilutive.

31 July 202431 July 2023
££
Loss for the period attributable to equity holders of the Company(3,303,925)(947,566)
Weighted average number of ordinary shares (number of shares)33,334,62332,410,000
Loss per share (pence per share)(9.91)(2.92)
8. SHARE CAPITAL
As at 31 July 2023
Ordinary shares of £0.01 each
Number of sharesAmount £
Issued, called up and paid32,049,999320,500
32,049,999320,500
As at 31 July 2024
Ordinary shares of £0.05 each
Number of sharesAmount £
Issued, called up and paid90,088,3964,504,420
90,088,3964,504,420

On 30 July 2024, the Company undertook a 1 for 5 share consolidation whereby 1 new ordinary share of £0.05 each was issued for every 5 ordinary shares of £0.01 each held.

As at 31 July 2024, the Company had 35,126,610 warrants in issue exercisable at prices ranging from £0.0875 per share to £0.16 per share and expiries ranging from 30 July 2026 to 30 July 2027.

TRADE & OTHER RECEIVABLES

31 July 2024 £31 January 2024 £
Trade & other receivables
Trade receivables--
Prepayments78,00011,223
Share subscription receivables*4,185,535-
Other receivables8,83126,577
Total trade & other receivables4,272,36637,800

*Share subscription receivables comprise amounts due to be received from subscribers for new ordinary shares following a placing of £5 million before costs and allotment of the relevant shares to subscribers on 30 July 2024. All amounts due from subscribers were received in the month of August 2024.

RELATED PARTY TRANSACTIONS

Key management are considered to be the directors, and the key management personnel compensation has been disclosed in note 3.

POST BALANCE SHEET EVENT

On 22 August 2024, the Company formerly changed its name from "Mining, Minerals & Metals plc" to "Georgina Energy plc".

On 25 September 2024, the Company allotted 580,000 new ordinary shares at a price of 12.5 pence per share as consideration for services provided to the company by various suppliers.

On 17 October 2024, the Company announced the increase in its estimated recoverable volumes on its Hussar prospect by approx. 20% across the three commodity classes of helium, hydrogen and natural gas.

ULTIMATE CONTROLLING PARTY

At 31 July 2024, there was no ultimate controlling party.

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

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