CatalystWireBeta

Final Results

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 NTVO notes

Echo, the natural resources company, announces its results for the year ended 31 December 2023.

Period Highlights

  • Announced on 27 June 2023 that the Company completed the sale of all but 5% of the Santa Cruz Sur ("SCS") operations in Argentina, raising £825,000 in cash, and receiving shares to the value of £400,000 in Interoil (the operator) and a £75,000 investment in Echo by Interoil

o Focus moved to exploring potential opportunities to secure new natural resources projects

  • Announced on 14 November 2023 that Stephen Birrell and Christian Yates were appointed Chief Executive Officer and Non-Executive Chairman respectively
  • Announced on 19 December 2023 that the Company successfully restructured its £1.0 million loan originally provided in March 2017
  • Announced on 21 December 2023 the issue of a £500,000 unsecured convertible loan note funding facility with a UK based alternative asset management and investment firm

Follow us on social media:

LinkedIn: https://www.linkedin.com/company/echo-energy-plc

X (Twitter): https://twitter.com/echoenergyplc

Chair's and Chief Executive Officer's Statement

Echo, similar to many companies in the natural resources sector, has faced exceptional challenges during recent years, impacting many aspects of the Company's operations and finances. The Company announced in May 2023the partial disposal of its SCS operations, retaining just a 5% working interest.

This partial sale enabled to the Company to:

  • Address its near-term funding challenges by providing near term cash, enabling the Company to transfer to the buyers the significant in-country creditors while providing access to funding for the Santa Cruz assets; and
  • Benefit from continued exposure (both directly through the retained 5% working interest, the contingent payments and the indirect holding in the Operator) to a well-funded SCS, with the concessions likely to be extended as a result of the provision of guarantee.

Having restructured the Euro bond in 2022, the company restructured the Spartan loan in December, the Spartan Loan is discussed under "Other Loans" within the accounts, and entered into a convertible loan also in December. The convertible loan provided critical working capital to progress new projects. These actions combined with the organisational restructuring and cost cutting exercise meant that by November, with a new executive in place, the company was able to focus on project acquisition and to resume its trajectory of growth. The strategy for this was to focus on projects in the natural resources space that Echo could both afford, have the capability to manage and that would provide early cash flow and material reserve growth.

In November 2023 James Parsons stepped down as Chair and subsequently left the Board at the AGM on 26 June 2024. Also in November 2023, Martin Hull stepped down as CEO and became a non-executive director. James Parsons was replaced by Christian Yates, who stepped up from non-executive director to Chair while Martin Hull was replaced by Stephen Birrell, who had previously been a consultant to the group. We would like to thank James and Martin for their contributions. The new Board is focused on creating value for shareholders by delivering on the Company's revised strategy and focus as outlined above.

Christian Yates ChairStephen Birrell Chief Executive Officer

Financial Review

Income Statement

The Group's loss from continuing operations for the year to 31 December 2023 was US $2.8 million (2022: US $4.4 million) and total Group profit including discontinued operations was US $6.2 million (2022: loss US $9.6 million).

For the year ended 31 December 2023, Group revenue (including within discontinued operations) was US $3.6 million (2022: US $14.1 million).

The Group had the following costs:

  • Operational costs (including within discontinued operations) of US $7.9 million (2022: US $18.3 million).
  • No exploration expenses were incurred during the year (2022: US $0.3 million) relating to on-going business development activity in Latin America before the decision was made to partially divest of SCS.
  • Gross administration expenses were US $2.0 million (2022: US $3.0 million)
  • Finance costs are largely comprised interest payable and unwinding of discount costs of US $0.9 million (2022: US $3.0 million), and the amortisation of debt fees.

Balance Sheet

Careful management of cash balances, successful debt renegotiation and equity fund raises supported business flexibility and stability. The Group ended the period with US $0.08 million cash at bank compared to the prior year balance of US $1.1 million.

The balance sheet reflect the Board's commitment in December 2023, to partially divest of SCS. Accordingly, assets and liabilities of the operations in Argentina have been separated out within the balance sheet and the accounts.

Post Balance Sheet

Note 29 provides more detail around some of the raising funds through share issues.

This Financial Review was approved by the Board on 27 June 2024 and signed on its behalf by:

Stephen Birrell

Chief Executive Officer

Consolidated Statement of Comprehensive Income for the

Year Ended 31 December 2023

Continuing operationsNote2023 US $2022 US $
Revenue4-86
Cost of sales--
Gross profit-86
Distribution costs-
Administrative expenses(1,218,489)(2,951,806)
Other losses6(2,298)-
Operating loss(1,220,787)(2,951,720)
Finance income203,3711,618,844
Finance costs(1,792,337)(2,981,409)
Net finance income/(cost)7(1,588,966)(1,362,565)
Loss before tax(2,809,753)(4,314,285)
Taxation12-(68,142)
Loss for the year from continuing operations(2,809,753)(4,382,427)
Discontinued operations
Profit/(loss) for the year after taxation from discontinued operations109,055,875(5,204,409)
Profit/(loss) for the year6,246,122(9,586,836)

Other comprehensive income

Other comprehensive income to be reclassified to profit or loss in subsequent periods (net of tax)

Continuing operationsNote2023 US $2022 US $
Exchange difference on translating foreign operations1,634,560-
Total comprehensive income for the year7,880,682-
Profit/(loss) attributable to:
Owners of the company7,880,682(9,586,836)
Profit/(loss) per share (US cents)
Basic130.13(0.50)
Diluted0.13(0.50 )
Profit/(loss) per share (US cents) for continuing operations
Basic13(0.06)(0.27)
Diluted(0.06)(0.27)

Consolidated Statement of Financial Position as at 31 December 2023

Note31 December 2023 US $31 December 2022 US $
Assets
Non-current assets
Property, plant and equipment1512,299
Intangible assets16--
Right of use asset1741,958-
41,9592,299
Current assets
Trade and other receivables2094,459769,550
Equity accounted investments19283,422-
Cash and cash equivalents2183,1271,132,616
461,0081,904,466
Assets of disposal group held for sale-18,739,291
Total assets502,96720,643,756
Equity and liabilities
Equity
Share capital24(19,796,814)(19,893,386)
Share premium(84,123,447)(83,790,504)
Capital contribution reserve(7,212,492)(7,212,492)
Foreign currency translation reserve1,846,4813,481,041
Warrant reserve(510,732)(1,433,428)
Share option reserve(676,294)(644,560)
Retained earnings118,094,311125,263,129
Equity attributable to owners of the company7,621,01315,769,800
Non-current liabilities
Loans and borrowings25(7,281,149)(5,463,301)
(7,281,149)(5,463,301)
Current liabilities
Current portion of lease liabilities23(44,078)-
Trade and other payables23(798,753)(1,329,991)
Liabilities of disposal group held for sale-(29,620,264)
(842,831)(30,950,255)
Total liabilities(8,123,980)(36,413,556)
Total equity and liabilities(502,967)(20,643,756)

Approved by the board on 27 June 2024 and signed on its behalf by:

Stephen Birrell

Director

Company Statement of Financial Position as at 31 December 2023

Note31 December 2023 US $31 December 2022 US $
Assets
Non-current assets
Property, plant and equipment1511
Intangible assets16--
Right of use assets1741,958-
Investments in subsidiaries and joint ventures18-1,562,321
41,9591,562,322
Current assets
Current investments19283,422-
Trade and other receivables2094,459234,178
Cash and cash equivalents2182,357146,928
460,238381,106
Total assets502,1971,943,428
Equity and liabilities
Equity
Share capital24(19,796,814)(19,893,386)
Share premium(84,123,447)(83,790,504)
Capital contribution reserve(7,212,492)(7,212,492)
Foreign currency translation reserve2,531,7992,228,569
Warrant reserve(510,732)(1,433,428)
Share option reserve(676,294)(644,560)
Retained earnings117,674,141115,210,043
Total equity7,886,1614,464,242
Non-current liabilities
Loans and borrowings25(7,281,149)(5,463,301)
Other non-current financial liabilities(264,378)-
(7,545,527)(5,463,301)
Current liabilities
Current portion of lease liabilities23(44,078)-
Trade and other payables23(798,753)(944,369)
Total liabilities(8,388,358)(6,407,670)
Total equity and liabilities(502,197)(1,943,428)

The company has not presented its own profit and loss account. Its loss for the year was US $3,386,794 (2022: US $30,909,889).

Approved by the board on 27 June 2024 and signed on its behalf by:

Stephen Birrell

Director

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital US $Shares to be issued US $Share premium US $Capital contribution reserve US $Foreign currency translation reserve US $Share option reserve US $Warrant reserve US $Retained earnings US $Total equity US $
At 1 January 202319,795,86397,52383,790,5047,212,492(3,481,041)644,5601,433,428(125,263,129)(15,769,800)
Loss for the year-------(2,809,753)(2,809,753)
Discontinued operations-------9,055,8759,055,875
Exchange reserve----1,634,560---1,634,560
Total comprehensive income----1,634,560--6,246,1227,880,682
New share capital subscribed951(97,523)332,943-----236,371
Warrants issued------(36,756)36,756-
Warrants lapsed------(885,940)885,940-
Share-based payments-----31,734--31,734
At 31 December 202319,796,814-84,123,4477,212,492(1,846,481)676,294510,732(118,094,311)(7,621,013)

Company Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital US $Shares to be issued US $Share premium US $Capital contribution reserve US $Foreign currency translation reserve US $Share option reserve US $Warrant Reserve US $Retained earnings US $Total US $
At 1 January 202319,795,86397,52383,790,5047,212,492(2,228,569)644,5601,433,428(115,210,043)(4,464,242)
Loss for the year-----(3,386,794)(3,386,794)
Exchange reserve----(303,230)---(303,230)
Total comprehensive income----(303,230)--(3,386,794)(3,690,024)
New share capital subscribed951(97,523)332,943----236,371
Share-based payments-----31,73431,734
Warrants issued(36,756)36,756-
Warrants lapsed------(885,940)885,940-
At 31 December 202319,796,814-84,123,4477,212,492(2,531,799)676,294510,732(117,674,141)(7,886,161)

Share premium represents the amounts subscribed for share capital in excess of the nominal value of the shares issued, net of cost of issue.

Capital contribution reserve represents a contribution to group made as part of the 2022 debt restructuring, through forgiveness of debt.

Warrant reserve represents the cumulative fair value of share warrants granted which are not lapsed, cancelled or exercised.

Share options reserve represents the cumulative fair value of share options granted.

Foreign currency translation reserve arises on the retranslation of the prior period results and financial position of foreign operations into presentation currency.

Retained earnings represents the cumulative net gains and losses recognised in the income statement

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note2023 US $2022 US $
Cash flows from operating activities
Profit/(loss) for the year on continued operations(2,809,753)(4,382,425)
Profit/(loss) for the year on discontinued operations9,055,875(5,204,409)
6,246,122(9,586,834)
Adjustments to cash flows from non-cash items
Depreciation and amortisation27,97216,537
Depreciation and depletion of intangible assets-1,419,193
Impairment of intangible assets and goodwill(372,433)506,818
Loss from sales of tangible assets2,298-
Fair value losses of current investments226,522-
Finance income7(3,450)
Finance costs7916,2922,980,994
Exchange differences649,523(1,582,441)
Share based payment transactions31,735157,757
Loss on disposal of investments(8,232,617)-
Total adjustments(6,754,158)3,498,858
Decrease/(increase) in inventory-863,196
Decrease/(increase) in trade and other receivables20675,092978,778
(Decrease)/increase in trade and other payables23(1,538,208)2,150,092
Total working capital movement(863,116)3,992,066
Net cash flow from operating activities(1,371,152)(2,095,910)
Cash flows from investing activities
Interest received73,450-
Acquisitions of property plant and equipment-(61,233)
Acquisitions of intangible assets-(217,578)
Net cash flows from investing activities3,450(278,811)
Cash flows from financing activities
Issue of share capital235,4632,714,574
Loans received82,750-
Net cash flows from financing activities318,2132,714,574
Net increase/(decrease) in cash and cash equivalents(1,049,489)339,853
Cash and cash equivalents at 1 January1,132,616742,339
Foreign exchange gains/(losses) on cash and cash equivalents-50,424
Cash and cash equivalents at 31 December83,1271,132,616

Company Statement of Cash Flows for the Year Ended 31 December 2023

Note2023 US $2022 US $
Cash flows from operating activities
Profit/(loss) for the year from continuing operations(3,386,794)(5,081,487)
Profit/(loss) for the year from discontinuing operations--
Adjustments to cash flows from non-cash items
Depreciation and amortisation27,9722,176
Impairment charges1,562,322506,818
Exchange differences649,523(1,582,441)
Fair value loss226,522-
Profit from disposals of investments(734,470)-
Finance income6--
Finance costs6916,2922,980,994
Share based payment transactions31,735157,757
Total adjustments2,679,8962,065,304
Decrease/(increase) in amounts owing by subsidiary undertakings454,680
(Increase)/decrease in trade and other receivables20139,719(61,589)
(Decrease)/increase in trade and other payables23180,94378,673
Net cash flow from operating activities(386,236)(2,544,419)
Cash flows from investing activities
Interest received63,450-
Purchase of intangible assets-(61,233)
Purchase of investments--
Net cash flows from investing activities3,450(61,233)
Cash flows from financing activities
Issue of share capital235,4632,715,574
Loans received82,750-
Net cash flows from financing activities318,2132,715,574
Net increase/(decrease) in cash and cash equivalents(64,573)109,922
Cash and cash equivalents at 1 January146,93037,008
Cash and cash equivalents at 31 December82,357146,930

Notes to the Financial Statements for the Year Ended 31 December 2023

General Information

These financial statements are for Echo Energy plc ("the Company") and subsidiary undertakings ("the Group"). The company is a public company limited by share capital, incorporated and domiciled in England and Wales. The company was incorporated under the Companies Act 2006.

The Company's functional current is the United States dollar (US $). Transactions arising in currencies other than the US $ are translated at average exchange rates for the relevant accounting period, with material transactions being accounted for at the rate of exchange on the date of the transaction.

The Group presents its financial information in US $. The results and position of subsidiary undertakings that have a different functional currency to US $ are treated as follows:

  • Assets and liabilities for each financial reporting date presented are translated at the closing rate of that financial reporting period.
  • Income and expenses for each income statement (including comparatives) is translated at exchange rates at the dates of transactions. For practical reasons, the Company applies straight average exchange rates for the period.
  • All resulting changes are recognised as a separate component of equity.
  • Equity items are translated at exchange rates at the date of transactions.
  • Accounting Policies

Statement of compliance

The group financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations adopted by the UK ("UK adopted IFRSs").

Summary of material accounting policies and key accounting estimates

Basis of preparation

The financial statements have been prepared in accordance with adopted IFRSs and under historical cost accounting rules.

Going concern

The consolidated statement of financial position at 31 December 2023 shows a negative net asset position. Moreover, after persistent difficulties, the board made the difficult decision in late 2022 to divest of its operating assets in Argentina. This decision came to fruition in June 2023 when, apart from a small 5% retention holding, Echo Energy sold its interest in the SCS assets to its joint venture partner and obtained a full, 100%, indemnity against any future costs arising from those SCS operations.

The cash received from that sale was sufficient to partly, but not fully, pay down backlog creditors.

The directors have held positive discussions with potential investors and also are in advanced negotiations to acquire a number of natural resource projects with a range of inferred, indicated and measured resources to replace the SCS assets.

  • Successfully raising sufficient funds.
  • Finding an appropriate investment within a suitable timescale
  • That investment being sufficiently cash-positive to fund the Group going forwards.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

A joint arrangement is one in which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Certain of the Group's licence interests are held jointly with others. Accordingly, when the company holds a majority stake, the Group accounts for its share of assets, liabilities, income and expenditure of these joint operations, classified in the appropriate statement of financial position and income statement headings.

Where the Group's interest is in a minority, relinquishing control and having only a right to profits, with an indemnity against future costs, the Group account on an investment basis, only recognising income on receipt of, effectively, dividend income .

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2023 have had a material effect on the financial statements.

None of the standards, interpretations and amendments which are effective for periods beginning after 1 January 2023 and which have not been adopted early, are expected to have a material effect on the financial statements.

Revenue recognition

Revenue comprises the invoice value of goods and services supplied by the Group, net of value added taxes and trade discounts. Revenue is recognised in the case of oil and gas sales when goods are delivered and title has passed to the customer. This generally occurs when the product is physically transferred into a pipeline or vessel. Echo recognised revenue in accordance with IFRS 15. Our joint venture partner markets gas and crude oil on our behalf. Gas is transferred via a metred pipeline into the regional gas transportation system, which is part of national transportation system, control of the gas passes at the point at which the gas enters this network, this is the point at which gas revenue would be recognised. Gas prices vary from month to month based on seasonal demand from customer segments and, production in the market as a whole. Our partner agrees pricing with their portfolio of gas clients based on agreed pricing mechanisms in multiple contracts. Some pricing is regulated by government such as domestic supply. Oil shipments are priced in advance of a cargo and revenue is recognised at the point at which cargoes are loaded onto a shipping vessel at terminal.

Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from, or paid to, the tax authorities. The tax rates and the tax laws used to compute the amount are those that are enacted, or substantively enacted, by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the current year amounts of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit.

Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable future and it is probable that future taxable profit will be available against which the asset can be utilised.

Deferred tax is recognised for all deductible temporary differences arising from investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent it is probable that the temporary difference will reverse in the foreseeable future.

Property, plant and equipment

Oil and gas properties are depleted on a unit of production basis commencing at the start of commercial production or depreciated on a straight-line basis over the relevant asset's estimated useful life. Expenditure is depreciated on a unit of production basis; the depletion charge is calculated according to the proportion that production bears to the recoverable reserves for each property. Depreciation will not be charged on an asset in the course of construction, depreciation commences when the asset is brought into use and will be depleted according to the proportion that production bears to the recoverable reserves for each property.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset classDepreciation method and rate
Fixtures & fittings12% to 33.3% straight line

Property right of use asset

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right of use lease is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before commencement date plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted using the incremental borrowing rate of the individual Company which is the lessee.

Other intangible assets - exploration and evaluation costs

Exploration and evaluation (E&E) expenditure comprises costs which are directly attributable to researching and analysing exploration data. It also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. When it has been established that a mineral deposit has development potential, all costs (direct and applicable overhead) incurred in connection with the exploration and development of the mineral deposits are capitalised until either production commences or the project is not considered economically viable. In the event of production commencing, the capitalised costs are amortised over the expected life of the mineral reserves on a unit of production basis. Other pre-trading expenses are written off as incurred. Where a project is abandoned or is considered to be of no further interest, the related costs are written off.

Impairment of tangible and intangible assets excluding goodwill

At the date of each statement of financial position, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in securities are classified on initial recognition as available-for-sale and are carried at fair value, except where their fair value cannot be measured reliably, in which case they are carried at cost, less any impairment.

Unrealised holding gains and losses other than impairments are recognised in other comprehensive income. On maturity or disposal, net gains and losses previously deferred in accumulated other comprehensive income are recognised in income.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Trade receivables

Trade receivables are amounts due from customers for goods or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Trade payables

Borrowings

Conversion of foreign currency

Foreign currency transactions are translated at the average exchange rates over the year, material transactions are recorded at the exchange rate ruling on the date of the transaction. Assets and liabilities are translated at the rates prevailing at the balance sheet date. The Group has significant transactions and balances denominated in Euros and GBP. The year-end exchange rate to USD was US $1 to GBP £0.7855 and US $1 to €0.9060 (2022: US $1 to GBP £0.8292, US $1 to €0.8869) US $1 to ARS $810.819 (2022: US $1 to ARS $147.423) and the average exchange rate during 2023 was US $1 to GBP £0.8039 (2022: US $1 to GBP £0.8019).

In the Company financial statements, the income and expenses of foreign operations are translated at the exchange rates ruling at the dates of the transactions. The assets and liabilities of foreign operations, both monetary and non-monetary, are translated at exchange rates ruling at the balance sheet date. The reporting currency of the Company and group is United Stated Dollars (US $).

Share-based payments

The fair value of equity instruments granted to employees is charged to the income statement, with a corresponding increase in equity. The fair value of share options is measured at grant date, using the binomial option pricing model or Black-Scholes pricing model were considered more appropriate, and spread over the period during which the employee becomes unconditionally entitled to the award. The charge is adjusted to reflect the number of shares or options that vest.

The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

Financial liabilities and equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Inventory

Echo has chosen to value crude oil inventories, a commodity product, at net realisable value, the value is based on a discounted observable year-end market price. Other inventory items are valued at the lower of net realisable value and cost.

Share capital

Financial instruments

Equity instruments

  • Where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the financial instrument is classified as a financial liability.

Use of estimates and judgements

The preparation of financial statements in conforming with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities as at the balance sheet date and the reported amount of revenues and expenses during the period. Actual outcomes may differ from those estimates. The key sources of uncertainty in estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities, within the next financial year, are the impairment of assets and the Group's going concern assessment.

Amounts capitalised to the consolidated statements of financial position

In accordance with the Group policy, expenditures are capitalised only where the Group holds a licence interest in an area. All expenditure relating to the Bolivian company has been expensed to the statement of comprehensive income, as the Group has not yet been assigned any licence interests in the country. The Group has capitalised its participation in the SCS assets.

Prior to the decision to dispose of the majority of its SCS interest, expenses incurred in the UK relating to SCS were capitalised. All such capitalised UK costs were then impaired to nil value following the disposal decision.

Valuation of assets

In line with the requirements of IFRS 5, management have considered impairment in the assets held for sale by comparing the expected fair value less costs to sell (which was agreed in {June 2023] and the carrying value of the disposal group. On the basis the fair value less costs to sell were in excess of the carrying value of the disposal group no impairments were considered necessary.

The parent company's investment in subsidiary has been written down to the fair value less costs to sell as the value achieved is indicative of the value at the balance sheet date and the majority of the activity of the subsidiaries is linked to the discontinued operations.

Management have previously impaired $506,818 of intangible assets which were costs associated with asset capitalised in the parent company. This intangible has not been disposed of but is linked to the activities of the discontinued operations and therefore have been fully impaired at 31 December 2023.

Functional currency

The groups principal activities, prior to the criteria of discontinued operation being met, are undertaken in Argentina. Judgement is required to assess to the functional currency of the groups subsidiaries. Consistent with previous years, management have determined that the functional currency is USD on the basis that revenues, a portion of the cost base and financing activities are denominated in USD. If a different judgement was made and if Argentine Peso was considered the functional currency management would need to consider the impacts of IAS 29. On the basis the activities have been discontinued this judgement will not impact the group significantly in future accounting periods.

Settlement of financial liabilities

As detailed in note 26, during the year the company renegotiated and / or settled certain financial liabilities. These were on favourable terms to the group. Judgement is required to assess whether the counterparties to the liabilities were acting in their capacity as shareholders to the group. On the basis of the favourable terms management have determined they were acting in their capacity as shareholders and have accounted for the renegotiation or settlement accordingly as detailed in note 26.

Carrying value of investment subsidiaries

An impairment provisions has been made on the carrying value of investment in subsidiaries, writing them down to the disposal value achieved on the sale of the underlying SCS interests in June 2023.

Business segments

At the balance sheet date, there is only one business segment, being the company, its activity disclosed in within continuing operations.

Activity in Argentina, being the SCS operations are set out within discontinued operations within note 10.

Discontinued operations

Disposal of SCS

On 30 June 2023, the group disposed of SCS, which formed part of the group operations. Cash flows and operations that relate to a major component of the business or geographical region that has been sold are shown separately from continuing operations.

Assets and businesses classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. No depreciation is charged on assets and businesses classified as held for sale.

Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use. This condition is regarded as being met only when the sale is highly probable and the assets or businesses are available for immediate sale in their present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Finance income or costs are included in discontinued operations only in respect of financial assets or liabilities classified as held for sale or derecognised on sale.

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2023 US $2022 US $
Sale of oil and gas--

Revenue for 2023 all derives from discontinued operations held for resale and is shown in Note 10.

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023 US $2022 US $
Other operating income-86
6. Other losses
2023 US $2022 US $
Other losses
Loss on disposal of fixed asset2,298-
7. Finance income and costs
2023 US $2022 US $
Finance income
Other finance income3,450622
Foreign exchange gains-1,618,222
Sale of option25,462-
Other operating income174,459-
Net foreign exchange gain203,3711,618,844
Finance costs
Fair value losses(226,522)-
Foreign exchange losses(649,523)-
Interest on bank overdrafts and borrowings-(415)
Interest expense on other financing liabilities(916,292)(2,980,994)
Total finance costs(1,792,337)(2,981,409)
Net finance income/(costs)(1,588,966)(1,362,565)
8. Expenses and auditors' remuneration
2023 US $2022 US $
Depreciation of property, plant and equipment27,97292
Fees payable to the company's auditor31,82760,587
Fees payable to the overseas auditor and its associates-10,502

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023 US $2022 US $
Wages and salaries558,0491,159,651
Social security costs62,791147,922
Pension costs, defined contribution scheme25,74337,574
Share-based payment expenses31,735157,757
678,3181,502,904

Remuneration of Key Personnel is set out in the table below:

2023 US $2022 US $
Wages and salaries333,204541,915
Social security costs40,10361,098
Pension costs, defined contribution scheme6,17812,239
Private health insurance5,9305,963
Share-based payment expenses31,735157,757
417,150778,972
2023 No.2022 No.
Administration and support810

Discontinued operations

In November 2022 the company committed to selling virtually all of its interest in the SCS oil and gas operations in Argentina to its joint-venture partner Interoil. A term of the sale was for Echo to relinquish any management and accounting in respect of the joint venture, instead receiving a profit share in proportion to the remaining 5% holding in the joint venture, effectively as investment income.

The sale was completed on 27 June 2023, satisfied by £825,000 in cash, shares to the value of £400,000 in Interoil and £75,000 investment in Echo Energy PLC shares by Interoil. At 31 December 2022 the Argentinian operations were classified as a disposal group held for sale and as discontinued operations.

The results of the Argentinian operations for the period are presented below:

Revenue2023 US $2022 US $
Oil and Gas Revenue3,632,39314,114,331
Total revenue3,632,39314,114,331
Cost of sales
Production costs(7,912,008)(16,933,985)
Depletion-(1,419,193)
Total cost of sales(7,912,008)(18,353,178)
Gross loss(4,279,615)(4,238,847)
Exploration expenses-(287,919)
Impairment of plant and equipment-(506,818)
Administrative expense(803,530)(578,011)
Operating loss from discontinued operations(5,083,145)(5,611,595)
Finance expense(4,157,561)(788,847)
Foreign exchange gain(34,792)1,208,083
Profit on disposal18,331,373-
Profit/(Loss) for the year before taxation from discontinued operations9,055,875(5,192,359)
Deferred tax asset write-off-(12,050)
Profit/(Loss) for the year after taxation from discontinued operations9,055,875(5,204,409)

Joint arrangements

As described in both the strategic and governance reports, in particular in the Financial Review, Echo had joint arrangements within the SCS concessions. Previously, the Group accounted for its share of assets, liabilities, income and expenditure of these joint operations in accordance with its equity interest in each, being 70% of the SCS working interest. Joint venture assets and liabilities were separately disclosed throughout the financial statements.

As set out in Note 10, in December 2022 to the decision was made to divest of the SCS concessions, following which, in June 2023 that interest was reduced to a 5% holding and the joint arrangement thereby has been treated in the accounts as discontinued operations.

Taxation

Year to 31 December 2023 US $Year to 31 December 2022 US $
Tax on profit on ordinary activities
Taxation charged based on profits for the period--
UK corporation tax based on the results for the period--
Deferred tax asset write-off in Bolivian subsidiary-68,142
Total tax expense in income statement-68,142

Reconciliation of the tax expenses

The tax assessed for the year is different from the standard rate of corporation tax in the UK of 19% - 25% (2022: 19%). The references are explained below:

Year to 31 December 2023 US $Year to 31 December 2022 US $
Loss on ordinary activities before taxation(2,809,753)(4,382,425)
Profit / (loss) from discontinued operations9,055,875(5,204,409)
Profit / (loss) for the year before tax6,246,122(9,586,834)
Profit / (loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%1,186,763(1,821,498)
Effects of:
Expenses disallowed for tax purposes5,31592
Disposal of investments(1,720,616)
Deferred tax not provided - tax losses carried forward528,5381,821,406
Deferred tax asset in Bolivian subsidiary written off-68,142
Total current tax-68,142

The parent entity has tax losses available to be carried forward, and further tax losses are available in certain subsidiaries. With anticipated substantial lead times for the Group's projects, and the possibility that these may expire before their use, it is not considered appropriate to anticipate an asset value for them. The amount of tax losses carried forward for which a deferred tax asset has not been recognised is US $51million (2022: US $50million)

No amounts have been recognised within tax on the results of the equity-accounted joint ventures.

Loss per share

Year to 31 December 2023Year to 31 December 2022
Net loss for the year (US $) before exchange on translating foreign operations6,246,122(9,586,834)
Net loss on continuing operations(2,809,753)(4,382,425)
Basic weighted average ordinary shares in issue during the year4,867,580,7881,909,205,746
Diluted weighted average ordinary shares in issue during the year4,867,580,7881,909,205,746
Loss per share (cents)
Basic and diluted (cents)0.13(0.50)
Loss per share on continuing operations (cents)
Basic and diluted (cents)(0.06)(0.23)

Loss of the parent company

The parent company is not required to produce its own profit and loss account (or IFRS equivalent) because of the exemption provision in Section 408 of the Companies Act 2006.

Property, plant and equipment

Group

31 December 2023PPE - O&G Properties US $Fixtures & Fittings US $Total US $
Cost or valuation
At 1 January 2023-98,21098,210
Disposals-(2,991)(2,991)
At 31 December 2023-95,21995,219
Depreciation
At 1 January 2023-95,91195,911
Charge for year---
Disposals-(693)(693)
At 31 December 2023-95,21895,218
Carrying amount
At 31 December 2023-11
At 31 December 2022-2,2992,299
31 December 2022PPE - O&G Properties US $Fixtures & Fittings US $Total US $
Cost or valuation
At 1 January 20222,873,14795,3972,968,544
Additions-2,8132,813
Assets of disposal held for sale(2,873,147)-(2,873,147)
At 31 December 2022-98,21098,210
Depreciation
At 1 January 2022202,71891,421294,139
Charge for year12,0474,49016,537
Disposals(214,765)-(214,765)
At 31 December 2022-95,91195,911
Carrying amount
At 31 December 2022-2,2992,299
At 31 December 20212,670,4293,9762,674,405
Company
31 December 2023Fixtures & Fittings US $Total US $
Cost or valuation
At 1 January 202392,90392,903
Additions--
At 31 December 202392,90392,903
Depreciation
At 1 January 202392,90292,902
Charge for year--
Disposals--
At 31 December 202392,90292,902
Carrying amount
At 31 December 202311
At 31 December 202211
31 December 2022Fixtures & Fittings US $Total US $
Cost or valuation
At 1 January 202292,90392,903
Additions--
Assets of disposal held for sale--
At 31 December 202292,90392,903
Depreciation
At 1 January 202290,72690,726
Charge for year2,1762,176
Disposals--
At 31 December 202292,90292,902
Carrying amount
At 31 December 202211
At 31 December 20212,1772,177
16. Intangible assets
Group
31 December 2023SCS Production assets US $Total US $
At 1 January 2023--
Additions--
At 31 December 2023--
Depletion and impairment
At 1 January 2023--
Depletion--
Impairment--
At 31 December 2023--
Carrying amount
At 31 December 2023--
At 31 December 2022--
31 December 2022SCS Production assets US $Total US $
At 1 January 202210,875,02210,875,022
Additions61,23361,233
Assets of disposal held for sale(10,429,437)(10,429,437)
At 31 December 2022506,818506,818
Depletion and impairment
At 1 January 20223,743,1153,743,115
Depletion1,419,1931,419,193
Impairment506,818506,818
Assets of disposal held for sale(5,162,308)(5,162,308)
At 31 December 2022506,818506,818
Carrying amount
At 31 December 2022--
At 31 December 20217,131,9077,131,907

All intangible assets relate to oil & gas activities. The Group's oil & gas assets were assessed for impairment at 31 December 2022. The intangibles are held within one CGU, the SCS licence concession.

In 2022, the SCS operations were reclassified as Discontinued operations held for sale. No further general impairment was considered necessary as the proceeds of the sale exceed the net liabilities of the discontinued operations. However, in exception, the value of UK costs capitalised up to the time of the decision to sell of $506,818 was assessed as irrecoverable and has been fully impaired in 2022.

Company

31 December 2023Argentina production assets US $Total US $
At 1 January 2023--
Additions--
At 31 December 2023--
Depletion and impairment
At 1 January 2023--
Depletion--
Impairment--
At 31 December 2023--
Carrying amount
At 31 December 2023--
At 31 December 2022--
31 December 2022Argentina production assets US $Total US $
At 1 January 2022445,585445,585
Additions61,23361,233
At 31 December 2022506,818506,818
Depletion and impairment
At 1 January 2022--
Depletion--
Impairment506,818506,818
At 31 December 2022506,818506,818
Carrying amount
At 31 December 2022--
At 31 December 2021445,585445,585
17. Right of use assets
Group and Company
31 December 2023Office lease US $Total US $
At 1 January 2023--
Additions69,93069,930
At 31 December 202369,93069,930
Depreciation
At 1 January 2023--
Charge for the year27,97227,972
Impairment--
At 31 December 202327,97227,972
Carrying amount
At 31 December 202341,95841,958
At 31 December 2022--
31 December 2022Office lease US $Total US $
At 1 January 2022--
Additions--
At 31 December 2022--
Depreciation
At 1 January 2022--
Charge for the year--
Impairment--
At 31 December 2022--
Carrying amount
At 31 December 2022--
At 31 December 2021--

The office lease was agreed during 2021 but it is not considered to be material to restate 2022 and 2021 for the right of use asset and lease liability.

Depreciation of $27,972 (2022: $Nil) and interest on lease liabilities of $6,993 (2022: $Nil) are recognised in the statement of comprehensive income.

Interest in subsidiary undertakings

Year to 31 December 2023 US $Year to 31 December 2022 US $
Cost or valuation
At 1 January30,521,64830,521,648
Additions--
At 31 December30,521,64830,521,648
Impairment
At 1 January28,959,32714,516,604
Impairment1,562,32114,442,723
At 31 December30,521,64828,959,327
Carrying amount
At 31 December-1,562,321
Details of the subsidiaries are as follows:
SubsidiaryClass of share% ownedCountry of registrationNature of business
Echo Energy Holdings (UK) LimitedOrdinary100%England & WalesHolding company
Echo Energy Argentina Holdings LimitedOrdinary100%England & WalesHolding company
Echo Energy Tapi Aike LimitedOrdinary100%England & WalesHolding company
Eco Energy TA Op LimitedOrdinary100%England & WalesHolder of Argentinian branch assets
Echo Energy C D & LLC LimitedOrdinary100%England & WalesHolding company
Eco Energy CDL Op LimitedOrdinary100%England & WalesHolder of Argentinian branch assets
Echo Energy Bolivia (Hold Co 1) LimitedOrdinary100%England & WalesHolding company
Echo Energy Bolivia (Op Co 1) LimitedOrdinary100%England & WalesHolder of Bolivian branch assets
Echo Energy Bolivia (Hold Co 2) LimitedOrdinary100%England & WalesHolding company
Echo Energy Bolivia (Op Co 2) LimitedOrdinary100%England & WalesDormant

The registered address for all of the above subsidiaries is: 85 Great Portland Street, London, W1W 7LT

Current investments

Financial assets at fair value through profit and loss:Year to 31 December 2023 US $Year to 31 December 2022 US $
Equity securities283,422-
Total283,422-

During the year, the Company received £400,000 worth of shares in Interoil Exploration and Production ASA (a company listed on the Oslo stock exchange in Norway) as part of the agreements entered into by the Group to dispose of its SCS operations. The fair values of quoted equity securities are determined through Level 1 inputs from quoted market prices.

The Group also retained a 5% non-operated working interest in the SCS assets and was due to receive $174,459, however this is not considered to be recoverable and has been fully impaired as at 31 December 2023.

Trade and other receivables

GroupCompany
Current31 December 2023 US $31 December 2022 US $31 December 2023 US $31 December 2022 US $
Trade receivables-531,815--
Prepayments72,589176,49372,589176,493
Other receivables21,87061,24321,87057,685
94,459769,55094,459234,178
Non-current
Amounts owing by subsidiaries--11,358,84511,358,845
Impairment in year--(11,358,845)(11,358,845)
----

The group's exposure to credit and market risks, including maturity analysis, relating to trade and other receivables is disclosed in note 22 "Financial risk review". The directors consider that the carrying amount of trade and other receivables approximated to their fair value.

Cash and cash equivalents

GroupCompany
31 December 2023 US $31 December 2022 US $31 December 2023 US $31 December 2022 US $
Cash at bank83,1271,132,61682,357146,928
83,1271,132,61682,357146,928

Financial Instruments and treasury risk management

Fair value of financial assets and liabilities

The carrying values of financial assets and liabilities are considered to be materially equivalent to their fair values, with the expectation of the Eurobond loan which is calculated at present value as disclosed in note 25. The fair value is approximately $6.7m higher due to the impact of using a market rate interest.

Treasury risk management

The Group manages a variety of market risks, including the effects of changes in foreign exchange rates, liquidity and counterparty risk.

Credit risk

The Groups' principle financial assets are bank balances and cash and other receivables. The credit risk on liquid funds is limited because the counterparties are UK, Argentine and Bolivian banks with high credit ratings. The Group operates with positive cash and cash equivalents as a result of using share capital in anticipate of future funding requirements. The Group's policy is therefore one of achieving higher returns with minimal risks. In order to provide a degree of certainty, the Group looks, when appropriate, to invest in short-term fixed-interest treasury deposits giving a low risk profile to these assets.

Currency risk

The Group's operations are now primarily located in the United Kingdom, with the main exchange risk being between the US Dollar and Pound Sterling for general operations and US Dollar and Euro for borrowings. Previously the Group was exposed to currency risk from its operations in Argentina, but these have now been discontinued.

At year end the Group held the following cash and cash equivalent balances:

Year to 31 December 2023 US $Year to 31 December 2022 US $
US Dollars56546
GBP Sterling82,570146,903
Euro(8)(19)
Argentine Peso-985,436
Bolivian Boliviano-250
Total83,1271,132,616

The consolidated statement of comprehensive income would be affected by US $8,257 (2022: US $14,690) if the exchange rate between the US $ and GBP changed by 10%. There would be a loss of US $Nil (2022: US $98,543) if the exchange rate between the Argentine Peso and the US Dollar weaken by 10%.

The Group has exposure to the Euro, Echo hold €5.5million (2022: €3.9million) bond notes, the Group held Euro-denominated funds at the beginning of the period to cover servicing of debt during the accounting year. The primary source of funds for the Group in the period was equity raised in GBP, these funds are predominately translated into USD to fund exploration, acquisition and production activity in Argentina. No hedging products were used during this accounting period, but management actively reviewed currency requirements to access the suitability of hedging products. The Groups consolidated statement of income would be affected by approximately US $605,385 (2022: US $417,009) by a reasonably possible 10 percentage points fluctuation in the exchange rate between US Dollars and Euros.

Currency risk (continued)

The Group used Blue-Chip Swaps during the year to repatriate funds from Argentina to the UK. A Blue-Chip Swap is when a domestic investor purchases a foreign asset and then transfers the purchased asset to an offshore entity. The Group's Argentine subsidiary purchased shares in highly stable and liquid companies that are traded on both domestic and offshore stock exchanges. These shares were held for a fixed period in accordance with Argentinian regulation. Following the end of the fixed period the shares were sold offshore and the resulting funds were then repatriated to the parent company. This type of transactions is therefore exposed to stock price volatility during the hold period and incurs transaction fees.

At year end the Group held the following cash and cash equivalent balances:

Year to 31 December 2023 US $Year to 31 December 2022 US $
US Dollars56546
GBP Sterling82,570146,903
Euro(8)(19)
Argentine Peso-985,436
Bolivian Boliviano-250
Total83,1271,132,616

The consolidated statement of comprehensive income would be affected by US $8,257 (2022: US $14,690) if the exchange rate between the US $ and GBP changed by 10%. There would be a loss of US $Nil (2022: US $98,543) if the exchange rate between the Argentine Peso and the US Dollar weaken by 10%.

The Group has exposure to the Euro, Echo hold €5.5million (2022: €3.9million) bond notes, the Group held Euro-denominated funds at the beginning of the period to cover servicing of debt during the accounting year. The primary source of funds for the Group in the period was equity raised in GBP, these funds are predominately translated into USD to fund exploration, acquisition and production activity in Argentina. No hedging products were used during this accounting period, but management actively reviewed currency requirements to access the suitability of hedging products. The Groups consolidated statement of income would be affected by approximately US $605,385 (2022: US $417,009) by a reasonably possible 10 percentage points fluctuation in the exchange rate between US Dollars and Euros.

The Group used Blue-Chip Swaps during the year to repatriate funds from Argentina to the UK. A Blue-Chip Swap is when a domestic investor purchases a foreign asset and then transfers the purchased asset to an offshore entity. The Group's Argentine subsidiary purchased shares in highly stable and liquid companies that are traded on both domestic and offshore stock exchanged. These shares were held for a fixed period in accordance with Argentinian regulation. Following the end of the fixed period the shares were sold offshore and the resulting funds were then repatriated to the parent company. This type of transactions is therefore exposed to stock price volatility during the hold period and incurs transaction fees.

Interest rate risk

The Group holds debt instruments there were issued at a fixed rate. As party of the Group's policy to maximise returns on cash held, cash held is placed in interest-bearing accounts where possible. During the course of 2023, Echo invested cash into operations and did not hold significant cash balances for prolonged periods of time. The consolidated statement of comprehensive income would be affected by US $Nil (2022: US $6) by a one percentage point change floating interest rate on a full-year basis.

Liquidity risk

The Group actively manages its working capital to ensure the Group has sufficient funds for operations and planned activated. Operation cash flow represents receipts from revenue, together with on-going direct operational support costs, exploration, appraisal, administration and business development costs. The Group manages its liquidity requirements by the use of both short-term and long-term cash flow forecasts. The Group's policy is to ensure facilities are available as required, to issue equity share capital and from strategic alliances in accordance with long-term cash flow forecasts. The Group has no undrawn committed facilities as at 31 December 2023.

The Group's financial liabilities are primarily obligations under joint operations, trade payables and operational costs. All amounts are due for payment in accordance with agreed settlement terms with suppliers or statutory deadlines and all within one year.

The Group hold Euro-denominated long-term debt, see note 25. Other than long-term debts, all financial liabilities are due for settlement within 12 months. The Group held cash balances of US $83,127 (2022: US $1,132,616).

The Group does not currently use derivatives financial instruments to hedge currency and commodity price risk as it not considered necessary. Should the Group identify a requirement for the future use of such financial instruments, a comprehensive set of policies and systems as approved by the directors will be implemented.

Commodity Price Risk

The Group is no longer exposed to significant risks of fluctuations on prevailing commodity market prices due to the disposal of its Argentina operations.

Capital management

The Group's legacy strategy has led to its capital structure being a mixture of debt and equity. The directors will reassess the future capital structure when new projects are sufficiently advances and restructure accordingly.

The Group's financial strategy is to utilise its resources to further appraise and test the Group's projects, forming strategic alliances for specific projects where appropriate together with assessing target acquisitions. The Group keeps investors and the market informed of progress with its projects through regular announcements and raises additional equity finance at appropriate times.

Categories of financial instruments

All of the Group's financial assets are carried at amortised cost apart from the listed equities held at fair value, as disclosed in note 19. The Group's financial liabilities are classified as financial liabilities at amortised cost.

Trade and other payables

GroupCompany
Current31 December 2023 US $31 December 2022 US $31 December 2023 US $31 December 2022 US $
Trade payables488,777657,923488,777556,536
Social security and other taxes26,737388,42226,737105,121
Accruals283,239163,401283,239162,468
Other payables-120,245-120,244
798,7531,329,991798,753944,369
Lease liabilities44,078-44,078-
Non-current
Amounts owing to subsidiaries--264,378-

The lease liabilities relate to the right of use asset in note 17, there were lease payments of £32,845 during the year (2022: $Nil).

Share capital

Issued, Called Up and Fully Paid

6,285,526,975 0.31¢ (2022 5,527,427,674 0.31¢) ordinary shares.

GroupCompany
31 December 2023 US $31 December 2022 US $31 December 2023 US $31 December 2022 US $
1 January19,795,8637,209,08619,795,8637,209,086
Equity shares issued95112,586,77795112,586,777
19,796,81419,795,86319,796,81419,795,863

The holders of the 0.31¢ (0.25p) ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the Company.

Shares were issued during the year as follows:

DateSharesPrice pencePrice (US ¢ )Nominal Value (US $)
1 January 20235,527,427,67419,795,863
Exercise of warrants02/01/202333,190,8760.2650.33842
Shares issued28/06/2023115,384,6150.0650.083147
Shares issued29/09/2023285,714,2860.0280.036348
Shares issued29/12/2023323,809,5240.0110.013414
31 December 20236,285,526,97519,796,814

Pursuant to the exercise of share warrants, on 22 December 2022 the company received cash of £87,977 (US$97,523), but the 33,190,876 ordinary shares were not issued until 2 January 2023. These were shown within shareholders' funds as 'cash received on shares to be issued' in the previous year.

The 115,384,615 shares issued on 28 June 2023 were issued to Interoil Exploration and Production ASA as part of the agreements entered into by the Group to dispose of its SCS operations.

The other shares were issued to raise funds or settle liabilities owed to suppliers.

Share options

The Group has a share option scheme established to reward and incentivise the executive management team and staff for delivering share price growth. The share option scheme is administered by the remuneration committee. The expected life of the options is based on the expected time through to exercise and is not necessarily indicative of the exercise patterns.

Share options are valued using the stochastic Black-Scholes model. The inputs to the model are the market price at the date of grant, the exercise price set out in the option agreement, expected life, the risk-free rate of return and the expected volatility. A 10-year gift rate is used as an equivalent to risk-free rate and the expected volatility was determined with reference to the Company's share price.

The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The cost of options is amortised to the statement of comprehensive income over the service period of the option.

On 21 December 2023 the Company issued 238,468,698 options to Stephen Birrell over new Ordinary shares in the Company. The options have an exercise price of 0.0105 pence per new Ordinary share, being the price equal to the closing price per Ordinary share on 21 December 2023, and will vest on the third anniversary of the date of grant and will be exercisable anytime thereafter until expiry on the fifth anniversary of the date on which the Options were granted.

Details of the tranches of share options outstanding at the year-end are as follows:

Share optionsNumber 31/12/202WAEP* (¢) 31/12/2023Number 31/12/2022WAEP* (¢) 31/12/2022
Outstanding at 1 January71,266,4833120,254,1203
Granted during the year238,468,6980.013--
Forfeited during the period(23,070,755)3(8,987,636)2
Cancelled during the year(1,195,728)3(40,000,001)3
Options outstanding as at 31 December285,468,6980.371,266,4833
Exercisable at 31 December39,000,0002.333,266,4834

*Weighted Average Exercise Price (WAEP)

The fair values on the grant date and each reporting date were determined using the Black-Scholes option pricing model. The following key assumptions were used in determining the derivative's fair value at the reporting date:

Options22/12/2023
Market stock price0.0105p
Option strike price0.0105p
Volatility70%
Expiration of the option5 years
Risk free rate3.3%
Future value$31,877
Expense$2,363

The weighted average outstanding life of vested share options is 1 year. The price for outstanding options ranges between 0.013¢ and 3¢ (0.0105p and 2.6p). The outstanding options are not subject to any share performance-related vesting conditions, but vesting is conditional upon continuity of service.

The Group recognised total expenses of US $31,735 (2022: US $157,757) related to equity-settled, share based payment transactions during the year.

A deferred taxation asset has not been recognised in relation to the charge for share-based payments due to availability of tax losses to be carried forward.

Warrants over ordinary shares

The Company issued warrants over ordinary shares to subscribers of new ordinary shares and as fundraising commission in respect of debt restructuring completed during the year to 31 December 2023.

Details of the tranches of warrants outstanding at the year-end are as follows:

WarrantsNumber 31/12/2023WAEP* ( ¢ ) 31/12/2023Number 31/12/2022WAEP* ( ¢ ) 31/12/2022
Outstanding at 1 January565,016,3001551,716,9909
Granted during the year--402,418,2601
Exercised during the period(33,190,876)1--
Lapsed in year(162,598,040)1(389,118,950)8
Outstanding as at 31 December369,227,3840.5565,016,3001

*Weighted Average Exercise Price (WAEP)

Warrants values are calculated using the Black-Scholes option pricing model using the following inputs:

The exercise price for outstanding warrants as at 31 December 2023 ranges between 0.32¢ and 0.83¢ (0.25p and 0.65p). The residual weighted average contractual life for warrants is less than 1 year.

Share premium account

31 December 202331 December 2022
Share optionsGroup US $Company US $Group US $Company US $
1 January83,790,50483,790,50464,977,24364,977,243
Premium arising on issue of equity shares332,943332,9437,521,4157,521,415
Warrants lapsed----
Warrants issued--11,291,84611,291,846
Transaction costs----
31 December84,123,44784,123,44783,790,50483,790,504
25. Loans due in over one year
31 December 2023 US $31 December 2022 US $
Five-year secured bonds6,053,8544,170,086
Other loans1,227,2921,293,215
Total7,281,1465,463,301
31 December 2022 US $Funds raised US $Amortised finance charges US $Exchange adjustments US $31 December 2023 US $
€20 million five-year secured bonds4,170,086-1,227,296656,4726,053,854
Other loans1,293,21582,750(311,004)162,3311,227,292
Total5,463,30182,750916,292818,8037,281,146

Euro-bond renegotiation

On 2 December 2022, a partial (50%) settlement of the principle and accrued interest was agreed on the existing Euro-secured denominated bonds, $11.3m of the debt being settled by the issue of 2,436,938 ordinary shares. On the basis the settlement of the loan was on favourable terms to the group management considered the counterparty was acting in their capacity as shareholders of the Group and therefore the criteria in IFRIC 19 - Extinguishment of financial liabilities with Equity Instruments did not apply. Therefore the value of the shares issued has been deemed to be the same as the carrying value of the loan.

In addition and at the same time, the repayment date for the remaining bonds was moved back from 2024 until 2032 and the interest rate reduced from 8% to 2%. This is a substantial modification to the loan terms, management calculated the present value of the new loan and compared to the carrying value. The difference has been recorded as a capital contribution to the group of $7.2m.

The Euro bondholders are also considered to be Related Parties by virtue of them being shareholders.

Maturity analysis

Contractual undiscounted cashflows:

31 December 2023 US $31 December 2022 US $
Amounts due within one year--
Amounts due between one and five years82,7501,293,215
Amounts due over five years7,198,3964,170,086
Total7,281,1465,463,301

Related party transactions

Inter-Group balances

In order for individual subsidiary companies to carry out the objectives of the group, amounts are loaned to them on an unsecured basis. At the year-end the following amounts were outstanding:

Amounts owed to Echo Energy plc from:31 December 2023 US $31 December 2022 US $
Echo Energy Bolivia Op Co 1 Limited-562,130
Eco Energy CDL Op Limited-1,156,518
Eco Energy TA Op Limited-9,640,324
-11,358,972

The loans are fully impaired and are not considered to be recoverable, so have been written down to $Nil.

At the year end the Company owed $68,222 to Ossian Energy Ltd, a company controlled by the director Stephen Birrell, for professional fees invoiced prior to his appointment as a director.

The Directors' emoluments, shareholding and options are disclosed in the Directors' Remuneration Report and the Directors' Report. As at the year end the Company owed the directors $233,770 in respect of accrued and deferred salaries.

Controlling party

The directors do not consider there to be a controlling party.

Commitments

Echo had no committed expenditure at the end of 31 December 2023.

Post balance sheet events

Shares were issued post 31 December 2023 as follows:

DateSharesPrices (US $)
Shares issued26/01/20241,111,111,11163,565
Shares issued29/01/2024333,333,33319,048
Shares issued29/01/20245,555,555,556317,475
Shares issued07/02/20243,742,222,222212,538
Shares issued04/04/20241,658,974,35981,884
Warrants were issued post 31 December 2023 as follows:
DateWarrantsStrike priceTermExpiry date
29/01/2024363,555,5560.00805 years29/01/2029
08/02/2024224,533,3330.00805 years07/02/2029
Other post balance sheet events occurred as follows:
07/02/2024Cancellation of USD$631,050 (GBP £500,000) unsecured convertible loan note funding facility
09/05/2024Decision made to broaden the Company's acquisition strategy towards a wider range of natural resources projects
06/06/2024Company entered into a USD$639,450 (GBP £500,000) unsecured conditional convertible loan note, details of which are in the RNS dated 6 June 2024
26/06/2026Mr James Parsons resigned from the Board

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