BARRYROE OFFSHORE ENERGY P.l.c.

Consolidated statement of changes in Equity

For the 6 months ended 30 June 2022

BARRYROE OFFSHORE ENERGY P.l.c.

Consolidated statement of cash flows 

For the 6 months ended 30 June 2022

The accompanying notes are an integral part of these condensed consolidated financial statements.

BARRYROE OFFSHORE ENERGY P.l.c.

Note 1 - Accounting Policies

General Information

BARRYROE OFFSHORE ENERGY P.l.c. (previously known as "Providence Resources P.l.c") ("the Company") is a Company incorporated and domiciled in the Republic of Ireland. The registration number of the Company is 268662 and the address of the registered office is Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18, D18 R9C7. The unaudited consolidated interim financial statements of the Company for the six months ended 30 June 2022 (the "Interim Financial Statements") include the Company and its subsidiaries (together referred to as the "Group").  The Interim Financial Statements were authorised for issue by the Directors on 30 September 2022.

Basis of accounting

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2021 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

The 30 June 2022 figures and the 30 June 2021 comparative figures do not constitute statutory financial statements of the Group within the meaning of the Companies Act, 2014. The consolidated financial statements of the Group for the year ended 31 December 2021, together with the independent auditor's report thereon, were filed with the Irish Registrar of Companies following the Company's Annual General Meeting and are also available on the Company's Website. The auditor's report on those financial statements was unqualified and contains a "material uncertainty related to going concern" paragraph.

The condensed set of financial statements included in this half-yearly financial report has been prepared on a going concern basis as the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future (See below for further details on the Directors assessment of going concern).

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual report.

The Interim Financial Statements are presented in Euro, rounded to the nearest thousand, which is the functional currency of the Company and also the presentation currency for the Group's financial reporting.

The significant accounting policies applied in these interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ending 31

BARRYROE OFFSHORE ENERGY P.l.c.

Note 1 - Accounting Policies (continued)

December 2021. Amendments to standards and interpretations which are effective for the Group from 1 January 2022 do not have a material effect on the results or financial posting in the interim financial statements as at and for the period ending 30 June 2022.

Going concern          

The Group had net assets of €66.4m, including cash on hand of €2.2m as at 30 June 2022. It recognised a loss after taxation of €2.3m for the six month period, after a non-cash charge of €1.75m in respect of warrants issued on 17 June 2022, offset by a non-cash gain of €0.46m on the expiry in May 2022 of warrants that had been issued in May 2020. The Directors have carefully considered the financial position of the Group and, in that context, have prepared the interim financial statements on a going concern basis.

The Group's principal interest is the development of the Barryroe oil and gas Field. The Barryroe Standard Exploration Licence period continued up until the 13 July 2021. Prior to its expiry, having met all the conditions attaching to that Licence, the Group applied for the follow-on permit, being a Lease Undertaking, which is subject to government approval. The approval process is ongoing and the Directors anticipate that the Lease Undertaking will be granted. The Directors note that the Irish Government has stated that all existing licences will be allowed to run their full life cycle.

The Directors have carefully considered the financial position of the Group and have prepared cashflow forecasts for the next 12 months, considering both current and future expenditure commitments and the options available to fund such commitments, including equity funding and other financing options in the twelve month period from the date of approval of these interim financial statements. In making their cashflow forecasts, critical underlying assumptions, include the granting of the Barryroe Lease Undertaking on terms and conditions that are acceptable and the subsequent successful completion of an appropriate fund raising to meet the costs of the proposed Barryroe work programme within the expected Lease Undertaking period.  

The Directors have considered the matters set out above and determined that the critical assumptions represent a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern. The Directors note that, if either assumption were not fulfilled, the Group may be unable to continue realising its assets and discharge its liabilities in the normal course of business.

After making enquiries and considering the uncertainties described above, the Directors have a reasonable expectation that the Group will have sufficient funds available over the next 12 months to meet all its commitments as they fall due and will have adequate resources to continue in operational existence for the foreseeable future. The Directors note that the Group has continued to have the strong support of its shareholders.

For these reasons, the Directors have adopted the going concern basis in preparing the interim financial statements which do not include any adjustments that would be necessary if this basis were subsequently adjudged to be inappropriate.

BARRYROE OFFSHORE ENERGY P.l.c.

Note 2 - Administration Expenses

Note 3 - Finance Income

Note 4 - Finance Expense

\* The €1.293m finance expense arises on the £0.015 warrant instruments issued as part of the 17 June 2022 equity raise being fair valued at 30 June 2022 (expense of €1.753m) offset by that in respect of the £0.09 warrants which expired on the 6 May 2022 (gain of €0.460m).

BARRYROE OFFSHORE ENERGY P.l.c.

Note 5 - Exploration and evaluation assets

The exploration and evaluation asset balance as at 30 June 2022 relates to the Group's Barryroe interest.

The directors assessed all activities ongoing within exploration and evaluation assets and determined that no impairment charge was required at 30 June 2022 (30 June 2021 - €nil).  The directors recognise that the future realisation of the Barryroe asset is dependent on the granting of the lease undertaking which is subject to government approval, future successful appraisal activities and the subsequent economic production of hydrocarbons. 

Note 6 - Trade and other receivables

BARRYROE OFFSHORE ENERGY P.l.c.

Note 7 - Share Capital and Share Premium

On 17 June 2022, the Company issued 96,999,006 Ordinary Shares as part of placing and subscription agreements which raised gross proceeds of $1.8 million (equivalent to €1.7 million) from security instruments before expenses. Each of these security instruments comprised of one Ordinary Share of €0.001 and one £0.015 Warrant.

The allotment and issue of the Warrants was subject to the passing of the Warrant Resolutions by the  shareholders. On 27 July 2022, the Warrant Resolutions were successfully passed at the AGM.

On issuance, a fair value of €1.1m was attributed to the Ordinary Shares and €0.6m to the Warrants, based on the effective share price at that date. In line with the Group's accounting policies these Warrants are presented as financial liabilities (note 10).

The holder of each Warrant can exercise its rights which allows that holder to convert the Warrant into one ordinary share, with a par amount of €0.001, by payment of the exercise price of £0.015. The warrants are non-transferable and have an expiry date of 26 July 2023.

BARRYROE OFFSHORE ENERGY P.l.c.

Note 8 - Trade and other payables

Note 9 - Decommissioning provision

The decommissioning provision is reviewed annually to ensure that it reflects the current market conditions and updated accordingly.

During 2021, the Board undertook a strategic review of Barryroe.  The outcome was that an appraisal well is planned to be drilled in 2023 preparatory to a phased development, with first oil production expected by the end of 2026, subject to Ministerial approval.

The Group anticipates that a decommissioning programme for other licence areas (since relinquished) will be undertaken at the same time as the Group's Barryroe wells, subject to regulatory consent and approval.  Accordingly all, decommissioning is projected to take place in 2047. The decommissioning provision covers six wells of which five of are held in the Parent Company, while one is held in Exola DAC.

The decommissioning provision has been calculated assuming industry established oilfield decommissioning techniques and technology at current prices, based on external expert reports where available and is discounted at 1.3% per annum, reflecting the associated risk profile. During 2021, the Group undertook a review of the discount rate applied to the projected costs to derive

BARRYROE OFFSHORE ENERGY P.l.c.

Note 9 - Decommissioning provision (continued)

the net present value.  The Group has used the 20 year Irish Government Bond rates of 1.30% as an appropriate discount rate.

In relation to cost inflation, experience over the last decade indicates that advances in technology and operations in the decommissioning of wells, suggests that cost inflation may reasonably be expected to be offset by gains in efficiency so the net effective cost inflation rate used was zero.

There was a €0.769 million adjustment to the decommissioning provision at the end of 2021.

Note 10 - Warrants

On 17 June 2022, the Company raised gross proceeds of $1.8 million (equivalent to €1.7 million) by the issue of security instruments with each security instrument comprising one ordinary share, with a par amount of €0.001, one £0.015 warrant (expiry 26 July 2023). The fair value of the shares was calculated using the Black Scholes model with the data from the date of issue on 17 June 2022. The value ascribed to the shares issued was €1,104,850. This figure was then deducted from the total cash proceeds of €1,695,431, leaving the remaining value attributable to the warrants of €590,581.

The following key input assumptions were applied to the initial valuation on issuance of the shares:

On 30 June 2022, the warrants were fair valued using appropriate inputs including the closing share price on that day of €0.035. The period of 12 months was used for the volatility calculation for the £0.015 warrants which would expire on 26 July 2023. The key assumption in the calculation of the warrants is the volatility rate used in the Black Scholes model. The fair value movement of €1.753m, being the difference between the issue date valuation on 17 June 2022 and that on 30 June 2022, is recorded as a finance expense in the income statement.

BARRYROE OFFSHORE ENERGY P.l.c.

Note 10 - Warrants (continued)

The large movement in the warrant valuation from the 17 June 2022 to 30 June 2022 is driven by the increase in the closing share price. The closing price on 17 June 2022 was €0.02 while on the 30 June 2022, it was €0.035.

During 2021, there were 86,061,529 £0.03 warrants exercised before they expired on 6 May 2021. The fair value of the £0.03 warrants exercised during the period to June 2021 was recognised as a finance expense of €0.61m in the income statement with a corresponding increase in share premium.

At 30 June 2021 and 31 December 2021, the £0.09 warrants were fair valued. No £0.09 warrants were exercised, and they expired on 6 May 2022.  The assumptions are shown in the table below for the fair valuation as at 30 June 2021.

BARRYROE OFFSHORE ENERGY P.l.c.

Note 10 - Warrants (continued)

The table below shows the fair value movements:

BARRYROE OFFSHORE ENERGY P.l.c.

Note 11 - Earnings per share

In the current period all potentially dilutive ordinary shares outstanding are anti-dilutive, as shown above.

For prior periods, there is a difference in the basic and dilutive profit attributable to ordinary shares for the periods ended 30 June 2021 and 31 December 2021.There were 39,683,000 (2021: 39,927,000) anti-dilutive share options and 96,999,006 (2021: 177,973,004) anti-dilutive warrants in issue as at 30 June 2022.

Note 12 - Share schemes

Options are recommended at a level to attract retain and motivate participants in the competitive environment in which the Group operates, The Remuneration Committee reviews and assesses proposals to grant share options to participants.

Share option schemes were introduced in August 1997 (expired August 2007), May 2005 (expired October 2015) and June 2009 (expired in June 2019) under which share options could be offered to employees, Directors and consultants. In addition, a long-term incentive plan was introduced in 2016.

The Group now operates only the following employee share scheme ("2020 Scheme"):

2020 Scheme

In 2020, the directors adopted a share option scheme which contains certain performance criteria. No options can be issued after 10 years of the scheme.  The option price is the market price immediately preceding the date of the grant. The 2020 Scheme operates as an equity-settled share

BARRYROE OFFSHORE ENERGY P.l.c.

Note 12 - Share schemes (continued)

option scheme and the options granted are subject to certain conditions. No option is exercisable more than seven years after grant date and no option is exercisable within one year of grant.

The applicable criteria for the exercise of the options are;

(i)         33% of the total number of options granted are exercisable after one year.

(ii)        33% of the total number of options granted are exercisable after two years.

(iii)       The remaining 33% of the total number of options granted are exercisable after a further year has elapsed.

No Share options were issued in the period to 30 June 2022.

During the period to 30 June 2021, 9,000,000 share options were granted to Directors under the 2020 Scheme. 

During the period to 31 December 2021, another 9,000,000 share options were granted to Directors under the 2020 Scheme.

The total share based payments expense in the period to 30 June 2022 charged to the income statement was €126,000 (2021: €156,000).

Note 13 - Commitments

As at 30 June 2022, the Group has capital commitments of approximately €0.1m (30 June 2021: €1.5m) to contribute to its share of costs of exploration, evaluation and appraisal activities for the remaining part of the year. However, subject to the timing of the Barryroe Lease Undertaking

BARRYROE OFFSHORE ENERGY P.l.c.

Note 13 - Commitments (continued)

being granted, then the Group could have an additional commitments of €1.3m which comprises two years Lease Undertaking licence fees (back dated to July 2021).

Note 14 - Post Balance Sheet Events

On 4 July 2022, Alan Curran was appointed Interim Chief Executive.

On 25 August 2022, James Menton announced that he would stand down as Chairman and leave the Board within the following 90 days.

On 27 September 2022, the company changed it's name from Providence Resources Plc to Barryroe Offshore Energy Plc.

There have been no other significant events since the balance sheet date which would require disclosure in or amendment to these interim financial statements.