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Audited Full Year Results to 31 December 2023

Published: 11/04/2024, 07:00

RNS Number : 1134K

Longboat Energy PLC

11 April 2024

Longboat Energy PLC

("Longboat Energy", the "Company" or "Longboat")

Audited Full Year Results to 31 December 2023 and Proposed Board Changes

London, 11 April 2024 - Longboat Energy, the full cycle emerging E&P business, announces its results for the 12 months ended 31 December 2023.

Highlights

Corporate Activity

· Transformational transaction in Norway to form joint venture with JAPEX (July 2023):

o Japan Petroleum Exploration Co., Ltd (JAPEX) acquired a 49.9% interest in the Company's Norwegian subsidiary to create a new joint venture company Longboat JAPEX Norge AS ("Longboat JAPEX")

o JAPEX made a total equity investment of US$20 million in two tranches, US$16 million in 2023 and US$ 4million post the period end

o In addition, JAPEX has provided a five-year, US$100 million Acquisition Finance Facility to finance acquisitions and associated development costs

· Acquired SE Asian management team and assets (September 2023):

o Longboat acquired Topaz Number One Limited, increasing its working interest in the Production Sharing Contract over Block 2A offshore Sarawak, Malaysia to 52.5% and simplifying the process to farm-down the high impact exploration block ahead of a drilling commitment

o Topaz team of James Menzies and Pierre Eliet joined the Company bringing extensive expertise and an established network in SE Asia

Operations Summary (including post-period events)

· First production acquisition of the Statfjord satellites, by Longboat JAPEX, was completed (in January 2024):

o Demonstrates the ability of the Longboat JAPEX joint venture to access and transact opportunities

o By end-March 2024, initial production of c. 300 boepd net to Longboat JAPEX had doubled to c. 600, following the completion of drilling and gas-lift installation on three of the five new Statfjord Øst wells brought on stream since the acquisition

o The remaining two new wells require some minor work which is expected to be completed in the coming months

o While the Statfjord satellites infill drilling project was successfully executed technically, there have been delays, in both the development programme and production ramp up, and cost overruns which together have had a significant negative impact on the joint venture's projected working capital. After the period end, Longboat JAPEX drew down US$17 million on the Acquisition Finance Facility to fund the Statfjord satellites acquisition and provide additional working capital

· Exploration well drilled in Norway on the Velocette prospect (Longboat JAPEX 20%) discovered subcommercial quantities of gas.

· Kveikje Area:

o In a prolific area North West of the Troll field, Longboat JAPEX has established a portfolio of assets including the Kveikje discovery and the Kjøttkake/Lotus licence(awarded in January 2023)

o Kveikje, contains 3.5-6 million boe (2C-3C) net to Longboat JAPEX, the operator Equinor is maturing plans for a multi-field cluster development

o Kjøttkake/Lotus has gross mean prospective resources of 27 mmboe with an upside of 44 mmboe and a chance of success is 56% (Company APA application) The well will be drilled using the semi-submersible Deepsea Yantai and is expected to spud in Q3 2024

o In December, Longboat JAPEX announced a 2:1 farm down for a full carry on the dry hole costs of Kjøttkake/Lotus, reducing its interest in the well to 15%, which completed in 2024

· The Company entered Malaysia in the Malaysian Bid Round 2022 by winning operatorship of a Production Sharing Agreement for Block 2A (Longboat 36.75% (subsequently increased to 52.5% following Topaz acquisition)):

o Exploration block offshore Sarawak in deep water covering an area of more than 12,000 km2 with material exploration opportunities

o Low initial cost obligation and with up to three years until a drill decision

Financial Summary

· Cash balance of £3.7 million as at 31 December 2023 (31 December 2022: £12.1 million) with no consolidated exploration finance facility (EFF) borrowings due to the balances of Longboat JAPEX no longer forming part of the consolidated balance sheet

· The continuing operations loss after taxation for the period, excluding other comprehensive income, was £9.3 million (2022: £2.6 million), with a profit on discontinued operations being £5.1 million (2022: loss of 12.9 million) resulting in a loss for the period of £4.2 million

Cost cutting

In light of and pending the successful execution of the Company's twin jurisdiction M&A and operational strategy, there is limited ability to make a material reduction in general and administrative expenditure in the immediate future. However, the Company is mindful of the need to reduce costs to the extent possible, and the Company is reviewing where savings can be made

Board Rotation

Brent Cheshire and Jorunn Saetre have confirmed their intention to stand down from the board as Non-Executive Directors and will not put themselves forward for re-election at the forthcoming Annual General Meeting. Brent and Jorunn have been with the Company since its inception and have provided strong guidance and challenge at all times and will be very much missed. We thank them for all of their hard work over the period. The Company has no immediate plans to replace the Non-Executive Directors that are standing down

Outlook

· The Company's strategy remains unchanged, to build Longboat into a full-cycle E&P company with Norway remaining the core area, with a focus on SE Asia

· The Company is actively pursuing opportunities in Norway to deliver material production volumes, primarily on a bilateral basis but is also actively participating in sales proceeses. Longboat will make use of the Acquisition Financing Facility provided by JAPEX which puts Longboat JAPEX in a much stronger position in these processes

· The Lotus exploration well, where Longboat has a 15% retained and fully carried interest, is expected to spud in Q3. The well will be targeting analogous injectite sands to the sand encountered in Kveikje.

Helge Hammer, Chief Executive Officer of Longboat Energy, commented:

"In 2023, Longboat made a transformational transaction with JAPEX to create a new joint venture in Norway. The JV is now in prime position to pursue opportunities and deliver on our plans to grow production and reserves in high quality assets in Norway.

Longboat also made further inroads into the Southeast Asian region, increasing our working interest in Block2A in Malysia, and welcoming James Menzies and Pierre Eliet to the team - both of whom have extensive experience and established networks in the region.

Our strategy remains unchanged and in 2024, we seek to build cashflow generating E&P portfolios in both Norway and Southeast Asia with the full confidence that we will deliver considerable growth and create substantial shareholder value."

The information contained within this announcement is considered to be inside information prior to its release.

Footnotes:

Longboat Energy	via FTI
Helge Hammer, Chief Executive Officer
Jon Cooper, Chief Financial Officer Nick Ingrassia, Corporate Development Director

Stifel (Nomad and Joint Broker)	Tel: +44 20 7710 7600
Callum Stewart Jason Grossman Ashton Clanfield

Cavendish Capital Markets Limited (Joint Broker) Tel: +44 20 7397 8900

Neil McDonald

Pete Lynch

Leif Powis

FTI Consulting (PR adviser)

Tel: +44 20 3727 1000

Ben Brewerton

Rosie Corbett

Catrin Trudgill

longboatenergy@fticonsulting.com

Results

For the period to 31 December 2023, the Group's loss after taxation from continuing operations was £9.3 million.

Dividends

It is the Board's policy that the Company should seek to generate capital growth for its shareholders but may recommend distributions at some future date when the investment portfolio matures, and production revenues are established and when it becomes commercially prudent to do so.

Statement of going concern

The Directors have completed the going concern assessment, taking into account cash flow forecasts up to the end of 2025, sensitivities to those forecasts and stress tests to assess whether the Group is a going concern. The base case scenario includes the repayment of the Longboat JAPEX facility draw downs at the end of 2024 and makes assumptions around the final development costs and start up dates for the recently acquired Statfjord Satellites development wells, including initial start up of the development wells in April 2024 and the levels of business development activities and their chances of success.

Having undertaken careful enquiry, the Directors are of the view that the Company and Group will need to access additional funds during 2024 in order to fund on-going operations and pursue growth opportunities. This is in line with the Company's current activities of exploring, maturing its discoveries and seeking acquisitions.

The Group is forecast to have limited liquidity during H2 2024 under the base case and will require additional funding. It is anticipated that funding will be sourced through asset disposals, farm downs, the issue of new equity, dilution in the Company's joint venture or a combination of all these actions.

To the extent that growth opportunities will support debt, this will be considered where appropriate for example to support production acquisitions. The financial statements for the period to 31 December 2023 have been prepared assuming the Group will continue as a going concern. In support of this, the Directors believe the liquid nature of asset market combined with historical shareholder support, adequate funds can be accessed when required. However, the ability to access such funding detailed above is not guaranteed at the date of signing these financial statements. As a consequence, this funding requirement represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

Outlook

Longboat now has two experienced M&A teams in place, one to pursue M&A opportunities for Norway and one focused on South East Asia. Combined with our in-house technical expertise, it puts the Company in a strong position to deliver growth.

In Norway, we are focused on delivering a transaction to add material production volumes to the relatively small initial production position we acquired in January 2024 in the Statfjord Satellites. We will make use of the Acquisition Financing Facility provided by JAPEX which will assist Longboat JAPEX's participation in NCS sales processes.

In parallel with the M&A effort, work continues to progress the appraisal and development plans for the discoveries we have in our portfolio, particularly Kveikje, Oswig and Velocette, and to de-risk the exploration licences. The objective is to achieve maximum value from the assets either by developing them or by monetising the assets.

On Block 2A in Malaysia, we will finalise the evaluation of the giant Kertang gas prospect before running a process to farm down and make the final drilling decision. We have already been approached by a number of large E&P players who are interested in this exciting exploration prospect. Following the acquisition of privately held Topaz Number One Limited and the addition of James Menzies and Pierre Eliet to the Longboat organisation, as announced 13 September, the Company now has a Business Development Team for SE Asia with a proven track record, depth of knowledge and excellent relationships across the region.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2023

	Notes	2023	2022
GROUP		£	£

Other income	6	641,275	-
Administrative expenses		(4,292,670)	(2,660,798)
Operating loss	6	(3,651,395)	(2,660,798)

Share of loss from equity accounted joint venture	15	(2,803,202)	-
Impairment of equity accounted joint venture	15	(2,639,976)	-
Finance costs	8	(51)	(112)
Net foreign exchange (loss)/gain		(364,366)	26,063
Investment income	5	155,397	42,374
Loss before taxation from continuing operations		(9,303,593)	(2,592,473)

Income tax	9	-	-
Loss for the year from continuing operations		(9,303,593)	(2,592,473)
Profit/(loss) for the period from discontinued operations, net of tax	10	5,116,559	(12,880,134)
Loss for the period		(4,187,034)	(15,472,607)

Other comprehensive income / (expense)

Currency translation income from joint venture		349,929	-
Currency translation income on disposal of subsidiary		285,230	-
Currency translation expense on subsidiaries		(885,598)	(19,754)
Total items that may be reclassified to profit or loss		(250,439)	(19,754)
Total other comprehensive loss for the year		(250,439)	(19,754)
Total comprehensive loss for the year		(4,437,473)	(15,492,361)

Loss per share	11	Pence	pence
Basic and diluted - continuing		(16.42)	(4.57)
Basic - discontinued		9.03	(22.73)
Diluted - discontinued		8.51	(22.73)

Statement of financial position

As at 31 December 2023

	Notes	2023		2022
GROUP		£		£

Investments in equity accounted joint venture	15		12,461,890		-
Exploration and evaluation assets	13		572,512		34,661,436
Property, plant and equipment	14		10,361		66,107
Trade and other receivables	17		-		98,368
Right of use asset	14		-		447,396
			13,044,763		35,273,307

Current assets
Cash and cash equivalents			3,684,541		12,059,561
Inventories	16		-		123,432
Trade and other receivables	17		1,343,351		934,918
Current tax recoverable	18		-		40,755,157
			5,027,892		53,873,068
Total assets			18,072,655		89,146,375

Current liabilities
Trade and other payables	19		894,237		5,225,497
Lease liabilities	20		-		122,612
Exploration Finance Facility bank borrowings	20		-		36,761,340
			894,237		42,109,449
Net current assets			4,133,655		11,763,619

Non-current liabilities
Contingent consideration	12		239,688		-
Leases liabilities	20		-		366,968
Deferred tax liabilities	21		-		25,736,898
			-		26,103,866
Total liabilities			1,133,925		68,213,315
Net assets			16,938,730		20,933,060

Equity
Called up share capital	24		5,710,812		5,666,665
Share premium account	25		35,605,370		35,570,411
Other reserves			450,000		450,000
Share option reserve	26		1,024,486		660,449
Currency translation reserve	27		310,803		561,242
Retained earnings			(26,162,741)		(21,975,707)
Total equity			16,938,730		20,933,060

The financial statements were approved by the board of directors and authorised for issue on 10 April 2024 and are signed on its behalf by:

….................................

Helge Hammer

Chief Executive

Statement of changes in equity

As at 31 December 2023

		Share Capital	Share Premium Account	Share option reserve	Currency translation reserve	Other reserves	Retained earnings	Total
	Notes	£	£	£	£	£	£	£
GROUP

Balance at 1 January 2022		5,666,665	35,570,411	353,550	580,996	450,000	(6,503,100)	36,118,522

Year ended 31 December 2022
Loss for the year		-	-	-	-	-	(15,472,607)	(15,472,607)
Other comprehensive expense		-	-	-	(19,754)	-		(19,754)
Credit to equity for equity settled share-based payments		-	-	306,899	-	-	-	306,899
Balance at 31 December 2022		5,666,665	35,570,411	660,449	561,242	450,000	(21,975,707)	20,933,060

Year ended 31 December 2023
Loss for the year		-	-	-	-	-	(4,187,034)	(4,187,034)
Other comprehensive income on joint venture		-	-	-	349,929	-	-	349,929
Other comprehensive income on disposal of subsidiary					285,230			285,230
Other comprehensive expense on subsidiaries					(885,598)			(885,598)
Credit to equity for equity settled
share-based payments		-	-	364,037	-	-	-	364,037
Issue of share capital		44,147	34,959	-	-	-	-	79,106
Balance at 31 December 2023		5,710,812	35,605,370	1,024,486	310,803	450,000	(26,162,741)	16,938,730

Consolidated statement of cash flows

for the Year ended 31 December 2023

		2023		2022
	Notes	£	£	£	£
GROUP

Cash flow from operating activities
Cash absorbed by continuing operations	31	(3,953,732)			(2,616,492)
Cash absorbed by operating activities from discontinued operations	32	(2,663,342)			(4,957,680)

Net cash outflow from operating
Activities			(6,617,074)		(7,574,172)

Investing activities
Purchase of property, plant and equipment		(12,007)		(4,998)
Purchase of exploration and evaluation assets		(148,906)		-
Interest received		155,397		42,486
Repayment of loan from Longboat JAPEX to Longboat plc		3,710,329		-
Investing activities from discontinued operations		(5,655,406)		(43,116,021)
Cash removed from Group on disposal		(1,693,429)		-
Net cash used in
investing activities			(3,644,022)		(43,078,533)

Financing activities
Loan drawdowns
Interest paid		(51)		(112)
Financing activities from discontinued operations		2,027,204		35,179,319
Net cash generated from
financing activities			2,027,153		35,179,207

Net decrease in cash and
cash equivalents			(8,233,943)		(15,473,498)

Cash and cash equivalents at beginning
of year			12,059,562		26,282,067
Foreign exchange			(141,078)		1,250,992
Cash and cash equivalents at end of year			3,684,541		12,059,561

Relating to:
Bank balances and short term deposits			3,684,541		12,059,561

Notes to the financial statements

1. Accounting policies

Company information

Longboat Energy plc is a public quoted company, limited by shares, incorporated in England and Wales. The registered office is 5th Floor One New Change, London, EC4M 9AF.

1.1 Accounting convention

The financial statements have been prepared in accordance with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated. As ultimate parent of the Group, the Company has taken advantage of Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101), which addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of "qualifying entities", that otherwise apply the recognition, measurement and disclosure requirements of UK adopted international accounting standards.

The disclosure exemption adopted by the Company in accordance with FRS 101 are:

· the requirements under IAS 7 to present a cash flow statement

The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2 Foreign currencies

The functional currency for the UK entities is sterling with the US dollar being the functional currency for Longboat Energy (SE Asia) Sdn.Bhd, and the Malaysian branches of Topaz Number One Limited and Longboat Energy (2A) Limited. Longboat JAPEX Norge AS (formerly Longboat Energy Norge AS) has a functional currency of Norwegian kroner.

Transactions in foreign currencies during the year are recorded in the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities are translated at the rate ruling on the Balance Sheet date and any gains and losses on translation are reflected in the Income Statement.

The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the Balance Sheet date. Income and expenses are translated at the rate of exchange ruling at the date of the transaction. The resulting exchange differences on assets and liabilities of such foreign operations are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement.

1.3 Joint arrangements

Judgement is required to determine when the Group has joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Group has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work programme and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity's joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 2. Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess their rights and obligations arising from the arrangement. Specifically, the Group considers:

· the structure of the joint arrangement; whether it is structured through a separate vehicle;

· when the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising therefrom:

· the legal form of the separate vehicle; the terms of the contractual arrangement, or other facts and circumstances, considered on a case by case basis.

1.3 Joint arrangements (continued)

This assessment often requires significant judgement. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially impact the accounting.

A Joint Operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangements.

In relation to its interests in joint operations, the Group recognises its:

· assets, including its share of any assets held jointly;

· liabilities, including its share of any liabilities incurred jointly;

· revenue from the sale of its share of the output arising from the joint operation;

· share of the revenue from the sale of the output by the joint operation; and

· expenses, including its share of any expenses incurred jointly.

1.4 Going concern

Having undertaken careful enquiry, the Directors are of the view that Longboat Energy plc and Longboat JAPEX Norge will need to access additional funds during 2024 in order to fund on-going operations and pursue growth opportunities. This is in line with the Company's current activities of exploring, maturing its discoveries and seeking acquisitions.

The Group is forecast to have limited liquidity during H2 2024 under the base case and will require additional funding. It is anticipated that funding will be sourced through asset disposals, farm downs, the issue of new equity, dilution in the Longboat JAPEX Norge subsidiary or a combination of all these actions.

1.5 Medium term sustainability

In the medium term, new acquisitions and developments resulting from exploration success will require further equity capital and new debt facilities. In any of these circumstances the Company will require additional financing from the equity markets and the bank or credit markets. Availability of such financing is subject not only to market conditions but also a continued willingness of investors to finance oil and gas companies.

1.6 Oil and Gas Assets

Capitalisation

Pre-acquisition costs on oil and gas assets are recognised in the Income Statement when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs are capitalised as intangible exploration and evaluation ("E&E") assets. The assessment of what constitutes an individual E&E asset is based on technical criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated as individual E&E assets.

1.6 Oil and Gas Assets (continued)

E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, following development sanction, but only after the carrying value is assessed for impairment and where appropriate the carrying value adjusted. If commercial reserves are not discovered the E&E asset is written off to the Income Statement.

Oil and gas assets include rights in respect of unproved properties. Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the Balance Sheet at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement.

Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation (including any impairment). Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts of assets sold and are recognised in income, within interest and other income.

1.7 Licence and Property Acquisition Costs

Exploration licence costs are capitalised in intangible assets. Licence and property acquisition costs are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount. This review includes confirming that exploration drilling is still under way or firmly planned, or that work is under way to determine that the discovery is economically viable. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off through the statement of profit or loss and other comprehensive income. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties.

1.8 Development Costs

Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells is capitalised within property, plant and equipment.

1.9 Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings 20% straight line

Computers 33.33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.10 Non-current investments in subsidiaries and joint ventures

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The subsidiaries of the Company are held at cost.

A joint venture is a joint arrangement whereby the parties that have joint control of the joint venture have rights to the net assets of the joint venture. The Group accounts for a joint venture using the equity method, where the investment in the joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. Transactions between the Group and the joint venture that relate to shared services are recognised in other income or expense as incurred, and are disclosed in the related party transactions.

1.11 Impairment of non-current assets

At each reporting end date, the company reviews the carrying amounts of its non-current 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any evidence on the performance of the assets received following the end of the period, which could not have been established during the current period will be recognised in a subsequent period rather than in the current period.

Recoverable amount is the higher of fair value less costs to sell and 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 current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than the carrying amount, then the carrying amount of the asset (or cash-generating unit) 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 (or cash-generating unit) is increased to the revised estimate of the recoverable amount, capped such 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Impairment of intangible assets is assessed when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The facts and circumstances used are in accordance with those dictated by IFRS 6 and if any of those circumstances are present then an impairment test is performed in accordance with IAS 36 and any loss recognised. An exploratory well in progress at period end which is determined to be unsuccessful subsequent to the balance sheet date based on substantive evidence obtained during the drilling process in that subsequent period is treated as a non-adjusting subsequent event.

1.12 Inventories

Materials and supplies inventories are valued at the lower of cost or net realisable value. The cost of materials is the purchase cost, determined on a first-in, first-out basis.

1.13 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less.

1.14 Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

1.14 Financial assets (continued)

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

The Company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to retained earnings when an equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for impairment at each reporting end date.

For trade receivables, joint venture and intercompany receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Due to the nature of the balances the Company has determined that a provisions matrix is not appropriate and applies a scenario based approach to estimate lifetime ECL.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.15 Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

· it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

· on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking, or

· it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

1.15 Financial liabilities (continued)

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.

1.16 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

In 2022 the Group benefited from tax legislation in Norway which allows tax to be reclaimed on specific exploration activity. This allowed the Group to recognise a tax receivable. For 2023 the Norwegian entity has been deconsolidated and therefore this receivable is no longer recognised in the Group.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17 Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19 Leases

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

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 estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

1.19 Leases (continued)

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

· Leases of low value assets; and

· Leases with a duration of 12 months or less.

1.20 Reserves

Share capital

Share capital represents the nominal value of shares issued less the nominal value of shares repurchased and cancelled.

Share premium

This reserve represents the difference between the issue price and the nominal value of shares at the date of issue, net of related issue costs and share premium cancelled.

Share based payment reserve

This reserve represents the potential liability for outstanding equity settled share options.

Retained earnings

Net revenue profits and losses of the Group which are revenue in nature are dealt with in this reserve.

Currency translation reserve

This reserve represents foreign exchange differences on the revaluation of the foreign subsidiary.

Other reserves

Other reserves relate to the nominal value of share capital repurchased and cancelled.

1.21 Share based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by an external valuer using an appropriate pricing model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

1.21 Share based payments (continued)

The key areas of estimation regarding share based payments are share price volatility; and estimated lapse rates.

No adjustments are made in respect of market conditions not being met, neither the number of instruments nor the grant-date fair value is adjusted if the outcome of the market condition differs from the initial estimate.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

1.22 Discontinued operations

In accordance with IFRS 5 "Non-current assets held for sale and discontinued operations" the net results relating to the disposal group are presented within discontinued operations in the income statement, for which the comparatives have been restated. Please refer to note 10 for further details.

1.23 Profit on disposal

In accordance with IFRS 10, in an event where the Company holding in an investment is diluted the holding will be assessed to establish if loss of control has occurred.

In the event that loss of control is confirmed, the assets and liabilities of the subsidiary will be derecognised. The fair value of the consideration received in exchange for the loss of control will be recognised, in addition to the fair value of the investment retained. Any other comprehensive income in relation to the former subsidiary will be reclassified to the profit and loss. Any difference in the entries above will be recognised as a gain or loss in the current year income statement.

1.24 Acquisitions

Acquisitions are assessed to determine whether they meet the criteria of a business combination or an asset purchase.

The Company determines that it has acquired a business when the acquired set of activities and assets include an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Business combinations are accounted for using the acquisition method under IFRS 3. The cost of an acquisition is measured at fair value, which shall be calculated as the sum of the acquisition ‑date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

1.24 Acquisitions (continued)

Certain acquisitions can be treated as an asset acquisition under IFRS 3, even when the definition of a business is met. This is referred to as the 'concentration test' and allows for an acquisition to be treated as an asset acquisition.

In circumstances where this test is passed, and the Company consider this accounting approach to be most appropriate, the Company will treat the acquisition as an asset acquisition rather than a business combination. In this case, all assets and liabilities purchased are allocated a fair value and the core asset purchased is designated the remaining allocation of the fair value of the consideration. No good will or bargain purchase is recognised.

2 Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company. None of these new and revised Standards and Interpretations had an effect on the current period or a prior period but may have an effect on future periods:

		Effective from:
IFRS 17	Insurance contracts	1 January 2023

IAS 1 and IFRS Practice Statement 2 (Amendments)	Disclosure of accounting policies	1 January 2023

IAS 8 (Amendments)	Definition of accounting estimates	1 January 2023

IAS 12 (Amendments)	Deferred tax related to assets and liabilities arising from a single transaction	1 January 2023

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:

		Effective from:

IFRS 16 (Amendment)	Liability in a Sale and Leaseback	1 January 2024

IAS 1 (Amendment)	Classification of liabilities as current or non-current - deferral of effective date	1 January 2024

IAS 1 (Amendment)	Non-current Liabilities with covenants	1 January 2024

IAS 7 (Amendment)	Supplier Finance Arrangements	1 January 2024

IAS 21 (Amendment)	Lack of Exchangeability	1 January 2025

The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company.

The Company plans to adopt the above standards when from the effective dates noted in the table above.

3 Critical accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Exploration and evaluation assets (notes 10, 13, 15)

Prior to the derecognition of the assets of Longboat JAPEX Norge, judgement was required to determine whether impairment indicators exist in respect of the Group's exploration assets, formerly recognised in the statement of financial position. The Group has to take into consideration whether the assets have suffered any impairment, taking into consideration licence status, planned expenditures, the results of the drilling to date, and the likelihood of reserves being found. The Group evaluates information from third parties in making these assessments, where available and the judgments can be subject to change, if future information becomes available. As at 14 July 2023 the Group determined that impairment of £10.4 million (2022: £42.9 million) relating to Egyptian Vulture, was required in respect of the exploration licences detailed in note 10 and 13.

Following the set-up of the joint venture, this assessment occurs at company level in Longboat JAPEX Norge, and any impairment expense recognised is evaluated by the Group and recognised via the equity accounted profit/loss for the period. For 2023 the Group took a 50.1% share of the write off of Velocette (100% write off of £17.2 million), see note 15 for more details.

Share-based payments (note 26)

Estimation is required in determining inputs to the share-based payment calculations.

The fair value of the options were determined by an external valuation provider using an industry accepted pricing model.

Impairment of investments in subsidiaries and joint ventures (note 15)

Investments in subsidiaries and joint ventures have been assessed for recoverability based on the current value of the investments. Determination is based upon the assessment of exploration risk, net asset position and cash within the underlying entity. See note 15 for further details on the investments.

Expected credit loss (note 17)

Analysis, which considers both historical and forward looking qualitative and quantitative information is performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. . Management considers the expected credit losses (ECL) for the current receivables balances at Group level to be minimal, in view that these companies have no history of default and payment is made in a short period. ECL for intercompany receivables at Company level has been assessed and an entry has been booked, donating a write down of 50% of the underlying balance with the subsidiary, Longboat Energy 2A limited, to reflect the uncertainty around cash flows.

Fair value of equity accounting for joint venture (note 10)

On initial loss of control of Longboat Energy Norge AS an estimate was made over the possible future cash flows from the contingent receivables noted in the investment agreement. As some of the consideration was based on the completion of an acquisition deal and a successful exploration drilling project a weighted risk model was used to calculate the fair values of the future receivables. These estimates were then discounted using an estimated discount rate to establish the current value of the contingent receivable for recognition.

3 Critical accounting estimates and judgements (continued)

Acquisition of Topaz Number One Limited and fair value of contingent consideration payable (note 12)

The acquisition of Topaz Number One Limited required judgment to determine whether the transaction represented an asset acquisition or a business combination. In forming the conclusion that the acquisition represented an asset purchase management considered factors including the nature and stage of exploration of the underlying licences and the extent of inputs and processes necessary to generate outputs existed and concluded that the transaction represented an asset purchase. Estimate and judgment was applied in fair valuing the contingent portion of the consideration. Management applied judgement in determining the likelihood of all possible scenarios and this was modelled into a weighted fair value calculation, which was discounted, using an estimated discount rate, to establish the current value of the contingent payable to recognise.

4 Employees

GROUP

The average monthly number of persons (including directors) employed by the group and company during the year was:

	2023	2022
Group	Number	Number

Executive Directors	3	3
Non-executive Directors	5	5
Staff	14	10
Total	22	18

	2023	2022
Company	Number	Number

Executive Directors	3	3
Non-executive Directors	5	5
Staff	1	10
Total	9	18

Their aggregate remuneration comprised:

	2023	2022
	£	£

Wages and salaries	1,465,734	1,148,099
Social security costs	161,374	160,616
Pension costs	58,250	55,000
Share based payment charge	199,017	157,757
Remuneration - continuing operations	1,884,375	1,521,472

Remuneration - discontinued operations	1,056,238	2,200,289

4 Employees (continued)

Discontinued operations relate to Longboat Energy Norge AS up to 14 July 2023, whereafter the Group's share (50.1%) of the results of renamed Longboat JAPEX Norge AS are recognised as a part of the loss on equity accounted joint venture investment, see note 15 for more details.

Foreign currency gains arise on remuneration due to one of the executive director's salaries being declared in GBP and paid in NOK.

The remuneration of the highest paid director is shown below.

		Taxable	Annual
	Salary	Benefits	Bonus	Pension	Total

Helge Hammer	320,421	1,362	-	24,706	346,489

5 Investment income

GROUP	2023	2022
	£	£

Interest income
Bank deposits	155,397	42,374

6 Operating loss from continuing operations

GROUP	2023	2022
	£	£
Operating loss for the year is stated after charging/(crediting):
Exchange (gain)/loss	365,013	(26,063)
Fees payable to the company's auditors for the audit of the parent
company and consolidated financial statements	95,200	65,000
Fees payable to the company's auditors for the audit of the subsidiary financial statements	22,000	18,304
Fees payable to the company's auditors for non audit services	42,000	23,000
Depreciation of property, plant and equipment	10,479	10,300
Share-based payments	199,017	157,756
Executive director's remuneration	790,191	616,000
Non-executive director remuneration	334,102	296,750
Wages and salaries	378,470	320,904
Pensions and payroll taxes	265,550	215,616
New Ventures and Business Development	350,975	42,500
Professional fees	446,207	363,356
Fixed rate manpower charges from Longboat JAPEX	302,974	-
Contractor day rates	233,885	91,917
Legal fees	232,920	14,387
Accountancy fees	157,835	119,386

Other income relates to £543,930 of fixed fee related to manpower, charged from the Company to Longboat JAPEX from 15 July 2023. The remaining £97,344 relates to management service recharges from the Company to Longboat JAPEX.

7 Auditor's remuneration

	2023	2022
GROUP	£	£

Fees payable to the company's auditor and associates:

For audit services
Audit of the parent company and consolidated financial statements	95,200	65,000
Audit of subsidiary financial statements	22,000	18,304

During the year the auditor provided non-audit services in relation to an interim review of £42,000 (2022: £23,000).

8 Finance costs

	2023	2022
GROUP	£	£

Interest on HMRC payments	51	112
	51	112

9 Income tax (credit)/expense

	2023	2022
GROUP	£	£

Current tax (credit)
UK corporation tax on profits for the current period	-	-
Deferred tax
UK deferred taxation	-	-
Total tax (credit)	-	-

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

	2023	2022
	£	£

Loss before taxation	(9,303,593)	(15,472,607)

Expect tax credit based on a corporation tax rate of 23.52%
(2022: 19.00%)	(2,188,255)	(2,939,795)
Effect of expenses not deductible in determining taxable profit	1,453,408	2,577,652
Remeasurement of deferred tax for changes in tax rate	(45,351)
Movement in Deferred tax not recognised	780,198	362,428
Fixed asset differences	-	(285)
Taxation credit for the year	-	-

Unused tax losses in the UK on which no deferred tax asset has been recognised as at 31 December 2023 was £7,914,426 (2022: £4,783,533) and the potential tax benefit was £1,976,015 (2022: £1,195,884, updated by £832,820 to reflect the effect of a change to the tax rate). Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.

10 Gain / (loss) for period from discontinued operations

On 14 July 2023 Longboat Energy Norge ("Longboat Norge") issued new shares, representing 49.9% of its total enlarged issued share capital, to Japan Petroleum Exploration Co ("JAPEX"). This share issue resulted in Longboat Energy plc losing its controlling interest in Longboat Norge and created a new joint venture investment with JAPEX, where the Company and Japex hold equal voting rights over Norge, which was renamed Longboat JAPEX Norge AS ("Longboat JAPEX"). Under the terms of the shareholder agreement the joint venture partners have equal board representation and joint approvals are required for reserved matters which represent the relevant strategic decision making of the company.

As this transaction resulted in joint control, the assets and liabilities of Longboat JAPEX ceased to be consolidated by the Group following loss of control. The results of the entity are shown as discontinued operations up to 14 July 2023, whereafter the Group's share (50.1%) of the results of Longboat JAPEX are recognised as a share of loss on the equity accounted joint venture investment, see note 15 for more details.

	31 Dec	31 Dec
	2023	2022
	£	£
Expenses excluding exploration write offs*	(4,332,660)	(3,918,853)
Exploration write off	(10,427,155)	(42,877,022)
Loss before tax	(14,759,815)	(46,795,875)
Current tax on discontinued operations	2,579,938	41,029,956
Deferred tax on discontinued operations	6,831,888	(7,114,215)
Loss after tax on discontinued operations	(5,347,989)	(12,880,134)

Gain on disposal**	10,464,548	-

Gain / (loss) after tax including gain on disposal	5,116,559	(12,880,134)

Gain / (loss) per share impact from discontinued operations (note 11): operations
Basic	9.03	(22.73)
Diluted	8.51	(22.73)

*Balance includes £285,230 of historic currency translation adjustments, previously held in the currency translation reserves, that were taken to the profit and loss account as unrealized foreign exchange loss on the disposal of Longboat JAPEX.

**Gain on disposal

Fair value of Joint Venture of Longboat JAPEX Norge AS**					17,555,140
Net assets at date of loss of control					(7,090,592)
Gain on loss of control					10,464,548

** At the date of disposal the fair value of the joint venture was calculated based on the fair value of the consideration received. There are three tranches to the investment consideration.

Base consideration: Due on completion and was set at USD 16 million equivalent to 3,386,430 new shares at 1 NOK each in Longboat Norge at the date of completion.

10 Gain / (loss) for period from discontinued operations (continued)

Statfjord Tranche: This tranche is USD 4 million and conditional on acquiring an interest in the Statfjord Ost Field and Sygna fields. Upon completion of this acquisition JAPEX will subscribe a further USD 4 million in Longboat JAPEX. On 30 June Longboat Norge entered into an SPA to acquire a 4.8% interest in the Statfjord Øst Unit and a 4.3% unitised interest in the Sygna Unit from INPEX Idemitsu Norge AS which was subject to completion conditions. The probability of not achieving completion before the long stop date of 31 January 2024, was estimated at 15%, giving a risked contingent payment of 85% x USD4 million = USD3.4 million. A change of 5 percentage points in probability of the completion of the Statfjord Satellites acquisition would result in a 6 percentage point movement in the Statfjord Sattalites tranche, equivalent to USD 0.2 million.

As at 31 December 2023 the fair value was not deemed to have materially changed as the conditions remained outstanding. The transaction completed subsequent to the period end upon satisfaction of the conditions.

Velocette tranche: If this well had been a discovery, based on its size and approval of the field development plan (PDO), JAPEX would have subscribed a further USD 30 million.

The probabilities of the differing discovery sizes were calculated and weighted and the total weighted risked consideration for this tranche was estimated at USD 3.45 million discounted at 10%. A change of 5 percentage points in probability of discovery on Velocette would lead to a 14 percentage point change in the fair value of the Velocette tranche, equivalent to USD 0.43 million (£0.33 million). A change of discount rate by 1 percentage point would lead to a 3 percentage point change in the Velocette trance fair value, equivalent to USD 0.08 million (£0.06 million).

Total fair value of consideration:

	USD million (dominated in agreement)	GBP million (equivalent for reporting)
Tranche 1:	16.0	12.24
Tranche 2:	3.4	2.61
Tranche 3:	3.45	2.64
Total:	22.85	17.49

As this represents the 49.9% of the investment that was sold, this is grossed up to represent the 50.1% retained interest, giving £17.55 million as the fair value of the retained investment value.

During the year and subsequent to the transaction, the Velocette well was confirmed as non-commercial and as a result the investment in equity accounted joint venture was impaired by an amount equivalent to the contingent consideration associated with this tranche (£2.64 million), reducing the carrying value of the investment. See note 15 for more information.

At the date of completion, the assets and liabilities of Longboat JAPEX were deconsolidated reflecting the loss of control of the subsidiary. Details of the balances at the date of completion are shown below:

Assets and liabilities deconsolidated			14 July 2023
Intangible assets			23,166,865
Property, plant and equipment			42,013
Tax recoverable			39,429,854
Cash			1,693,429
Other current assets			1,349,818
Total assets			65,681,978

Exploration finance facility			35,710,740
Other current liabilities			2,621,719
Deferred tax			16,548,598
Other long term liabilities			3,710,329
Total liabilities			58,591,386

Net Assets			7,090,592

10 Gain / (loss) for period from discontinued operations (continued)

During the year, on completion of committed exploration activity, the Directors of Longboat JAPEX have evaluated the potential future cashflows from each licence. If drilling was completed, no commercial reserves discovered and no further prospectivity identified, then the licence was deemed to be fully impaired. For licences where further appraisal would be required to confirm possible further prospectivity, a judgement has been made, based on operator/partnership interest in further appraisal, and on the likely outcome of possible appraisal/development activity, to assess whether the licence should be written off. On conclusion of this assessment the Directors of Longboat JAPEX have concluded in the period prior to the disposal of the subsidiary that it is appropriate to write off the value of the wells and associated licence costs for PL939 Egyptian Vulture £10.4 million. Smaller write offs in relation to additional exploration expenses on the already impaired PL901 Rodhette; PL1060 Ginny/Hermine; PL1049 Cambozola, and PL1017 Copernicus have also been incurred in the year.

11 Earnings per share

	2023	2022
GROUP	£	£

Number of shares
Weighted average number of ordinary shares for basic earnings per
Share	56,670,294	56,666,665

Weighted average number of potentially dilutive shares from share options in issue in the year	3,428,569	-


Earnings
Earnings for basic and diluted earnings per share being net loss
attributable to equity shareholders of the Company for:
Continuing operations	(9,303,593)	(2,592,473)
Discontinued operations	5,116,559	(12,880,134)
Earnings per share (expressed in pence)
Basic and diluted from continuing operations	(16.42)	(4.57)
Basic from discontinued operations	9.03	(22.73)
Dilutive from discontinued operations	8.51	(22.73)

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares outstanding during the period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares, being 3,428,569 for 2023 (2022: 2,205,185). Share options and awards are not included in the dilutive calculation for loss making periods because they are anti-dilutive.

12 Asset Acquisition

On 13 September 2023, Longboat Energy announced it had entered into a sale and purchase agreement to acquire all of the issued share capital of Topaz Number One Limited whose sole asset is a 15.75% interest in Block 2A. On 21 December 2023 this transaction completed and as a result, this newly acquired interest in Block 2A, combined with the existing holding via Longboat Energy 2A Limited, gives Longboat a combined 52.5% interest in the Block 2A PSC with partners Petronas Carigali Sdn.Bhd (40%) and Petroleum Sarawak Exploration & Production Sdn. Bhd. (7.5%).

The fair value of the consideration paid and payable for the 100% share in Topaz number One limited was $403,000 (£318,794).

12 Asset Acquisition (continued)

The fair value of the assets and liabilities acquired as at 21 December are shown below:

	2023
Assets:	£

Exploration assets	377,366
Accounts receivable	81
Under/overcall	83,917

Liabilities:
Accounts payable	(111,295)
Accruals	(31,275)

Net assets at fair value	318,794

Consideration:
Equity issued on completion ($100,000)	79,106
Contingent fair value consideration ($303,000)	239,688
Total consideration	318,794

As part of the purchase agreement with the vendor of Topaz Number One Limited, the consideration was made up of three tranches.

· Tranche 1 was equivalent to $0.1 million, settled in Longboat Energy plc shares on completion of the transaction on 21 December 2023.

· Tranche 2 is contingent and will be payable on the earlier of a positive well drilling decision for Block 2A or the event of farm out (farm out must be agreed within 5 years). This payment will be $0.125 million, payable in shares of Longboat Energy plc.

· Tranche 3 (part 1) is contingent on an exploration well announcement in excess of 600bcf (well must commence drilling within 5 years). The payment will be equivalent of $1 million and will be settled in cash or allotment of shares in Longboat Energy plc, at the discretion of the Company.

· Tranche 3 (part 2) is contingent on the growth in Longboat share price. The payment will be equivalent of up to $2 million, based on the table shown below, and will be settled in cash or allotment of shares in Longboat Energy plc, at the discretion of the Company.

Growth in Longboat Shares Average Price	Consideration
	%	USD
0-9.9%	0%	-
10-24.9%	33%	666,667
25-49.9%	67%	1,133,333
>=50%	100%	2,000,000

If a liquidity event occurs, involving the sale of Topaz Number One's share in Block 2A then Tranche 3 will be calculated instead upon the proceeds of the liquidity event, but capped at the total of $3 million, as above.

To calculate the fair value of the consideration at time of acquisition, a base case, low case and liquidity case scenario were risked, weighting and discounted, taking into account the expected chance of farm down, expected chance of >600bcf discovery and the expected impact on the share price. Also included was the liquidity scenario where the chance of a sale of the interest in the block was estimated.

At the acquisition date the fair value of the contingent consideration was calculated to be $0.3 million (£0.2 million).

A change of probability of geological discovery by 5 percentage points would lead to a 20% change in the fair value consideration of Topaz, equivalent to USD 0.06 million (£0.05 million).

13 Exploration and evaluation assets

	2023	2022
GROUP	£	£

Cost
At 1 January	34,661,436	23,988,754
Additions	2,013,790	53,588,635
Exploration asset acquisition	377,366	-
Foreign currency adjustments	(2,955,897)	(38,932)
Exploration write-off Disposal	(10,427,155) (23,097,028)	(42,877,021) -
At 31 December	572,512	34,661,436
Carrying amount
At 31 December	572,512	34,661,436

On 11 Jan 2023 the Group announced an award of a 30% interest in Licence 1182S via the Norwegian 2022 APA licensing Round in the joint venture company Longboat JAPEX.

On 1 February 2024 the Group announced the completion of a farm down of two exploration licences on the Norwegian Continental Shelf, in the joint venture company Longboat JAPEX.

On 15 February 2023 the Group announced it had been awarded a Production Sharing Contract for Black 2A under the Malaysian Bid Round.

See note 29 for more details.

COMPANY

The Company does not have any exploration and evaluation assets at the end of the period.

14 Property, plant and equipment

	Right of use assets	Fixtures and fittings	Computers	Total
GROUP	£	£	£	£

Cost
At 1 January 2022	580,044	3,340	37,033	620,417
Additions	-	42,570	17,333	59,903
Foreign currency adjustments	3,516	21	55	3,592
At 31 December 2022	583,560	45,931	54,421	683,912
Additions Disposal	30,359 (558,480)	- (40,294)	6,576 (20,693)	36,935 (619,467)
Foreign currency adjustments	(55,439)	(4,230)	(2,172)	(61,841)
At 31 December 2023	-	1,407	38,132	39,539

Accumulated depreciations and
impairment
At 1 January 2022	19,335	167	10,606	30,108
Charge for the year	117,099	7,772	16,787	141,658
Foreign currency adjustments	(270)	(343)	(744)	(1,357)
At 31 December 2022	136,164	7,596	26,649	170,409
Charge for the year Disposal	35,671 (183,692)	2,561 (10,782)	7,918 (11,161)	46,150 (205,637)
Foreign currency adjustments	11,858	1,564	4,834	18,256
At 31 December 2023	-	938	28,240	29,178

Carrying amounts
At 31 December 2023	-	469	9,892	10,361
At 31 December 2022	447,396	38,335	27,772	513,503

14 Property, plant and equipment (continued)

	Fixtures and fittings		Computers	Total
COMPANY		£	£	£

Cost
At 1 January 2022		-	27,966	27,966
Additions		1,407	3,591	4,998
Disposals		-	-	-
At 31 December 2022		1,407	31,557	32,964

Additions		-	6,575	6,575
At 31 December 2023		1,407	38,132	39,539

Accumulated depreciations and
Impairment
At 1 January 2022		-	8,398	8,398
Charge for the year		469	9,831	10,300
At 31 December 2022		469	18,229	18,698

Charge for the year		469	10,010	10,479
At 31 December 2023		938	28,240	29,178

Carrying amounts
At 31 December 2023		469	9,892	10,361
At 31 December 2022		938	13,328	14,266

15 Investments

On 14 July 2023 Longboat Norge issued new shares, representing 49.9% of its total enlarged issued share capital, to JAPEX. This share issue resulted in Longboat Energy losing its controlling interest in its subsidiary and created a new joint venture investment with JAPEX, where the Company and JAPEX hold equal voting rights over the renamed Longboat JAPEX.

This legal entity is held in the Group accounts as an Investment in joint venture and is accounted for using the Equity method of accounting. See Note 10 for details of fair value calculations.

	2023	2022
Group	£	£

Investments in joint venture	12,461,890	-


Cost or valuation
At 31 December 2022	-	-
Fair value of Joint Venture of Longboat JAPEX	17,555,139	-
Loss from investment in Longboat JAPEX	(2,803,202)	-
Impairment (Velocette contingent consideration)	(2,639,976)	-
Foreign exchange	349,929
At 31 December 2023	12,461,890	-

15 Investments (continued)

Company Name

Address

Incorporated

Class of shares

Holding

Voting rights

Longboat JAPEX Norge AS

Strandkaien 36, 4005 Stavanger, Norway.

5 Dec 2019.

Ordinary

50.1%

50%

Longboat JAPEX Norge Balance sheet 31 December 2023

		£
Exploration and Evaluation assets		24,237,501
Other non-current assets		360,685

Tax receivable		17,391,893
Cash		8,098,337
Other current assets		2,922,725

Exploration Financing Facility (EFF)		(16,024,050)
Other current liabilities		(4,516,903)

Deferred tax		(17,277,769)
Other non-current liabilities		(582,836)

Net Assets		14,609,583

Longboat share: 50.1%		7,319,401

Longboat JAPEX Income statement (15 July - 31 December 2023)

		£
Exploration write off		(17,247,984)
Exploration Financing Facility fees		(1,515,610)
Other operating costs		(770,087)
Tax		13,938,468
		(5,595,213)

Longboat Energy share: 50.1%		(2,803,202)

In the period from 15 July 2023 to 31 December 2023 following the formation of the Joint venture with JAPEX, the majority of the loss relates to the write off of the Velocette licence costs (£17.2 million), EFF fees (£1.5 million) and general overheads (£0.8 million) offset partially by a tax credit (£13.9 million).

In January 2024 the existing Acquisition Bridge Facility of July 2023, whereby JAPEX Petroleum Exploration Co Ltd provided Longboat JAPEX with access to USD 100,000.000, was re-executed ahead of a drawdown to finance in part the acquisition of the Statfjord Satellite interests. The intended partial drawdown under this facility was also announced in July 2023. The Acquisition Bridge Facility is guaranteed by Longboat Energy plc.

Longboat Energy plc also acts as a guarantor for Longboat JAPEX in its obligations to the Norwegian State in connection with its offshore activities whereby it undertakes to pay any costs incurred by the public authorities which ought to have been performed by Longboat JAPEX. The company accounts for guarantee contracts in accordance with IFRS 9. Having assessed the expected credit losses no value is currently considered attributable to the guarantee contract.

15 Investments (continued)

	2023	2022
COMPANY	£	£

Investments in subsidiaries	418,794	-
Investment in joint venture	13,465,865	13,465,865
	13,884,659	13,465,865

The Company or company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Company Name	Address	Incorporated	Class of shares	Holding %
Longboat JAPEX Norge AS	Strandkaien 36, 4005 Stavanger, Norway.	5 Dec 2019.	Ordinary	50.1
Longboat Energy 2A Limited	Hudson House, 8 Tavistock Street, London	16 Jan 2023	Ordinary	100
Topaz Number One Limited	Hudson House, 8 Tavistock Street, London	6 Jul 2022	Ordinary	100
Longboat Energy (SE Asia) Sdn.Bhd	Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 5040	19 Oct 2023	Ordinary	100

During the year, the Company assessed the carrying value of the investments for indicators of impairment. No impairments were recognised in the period.

Movements in non-current investments

					Subsidiaries

					£
Cost or valuation
At 1 January 2022					26,617,915
Impairment					(13,152,050)

At 31 December 2022					13,465,865
Loss of control of Longboat Energy Norge AS					(13,465,865)
Equity injection into Longboat Energy 2A Limited					100,000
Purchase of Topaz Number One Limited					318,794
At 31 December 2023					418,794


Cost or valuation					Joint Ventures
					£
At 31 December 2022					-
Initial recognition of equity accounted joint venture - cost					13,465,865
					13,465,865

16 Inventories

	2023	2022
GROUP	£	£

Materials and supplies	-	123,432

Closing inventories are equal to their net realisable value.

COMPANY

The Company did not hold any inventory at the year end.

17 Trade and other receivables

	2023	2022
GROUP	£	£

Non-current
Prepayments	-	98,368
Current
Trade receivables	79,409	14,073
Receivables from joint venture	848,602	-
VAT recoverable	189,833	182,160
Other receivables	128,818	23,144
Prepayments	96,689	715,541
	1,343,351	934,918
	1,343,351	1,033,286

COMPANY

Non-current
Amounts owned by subsidiary undertakings	887,373	3,795,966
Less expected credit loss	(443,687)	(815,271)
	443,686	2,980,695



Current
Receivables from joint venture	848,602	-
VAT recoverable	186,442	109,474
Other receivables	42,740	23,144
Prepayments	96,689	107,902
	1,174,473	359,422
	1,618,159	3,340,117

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

17 Trade and other receivables (continued)

Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Analysis, which considers both historical and forward looking qualitative and quantitative information is performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. The Group's current receivables balance of £1.3 million have been assessed and no ECL provision has been determined to apply. The Company has a receivables balance of £1.6 million, which includes a £0.4 million ECL provision against receivables from the Longboat Energy 2A Limited subsidiary based on probability of repayment having considered the risks associated with the underlying assets of the company.

18 Current tax recoverable

	2023	2022
	£	£
GROUP
Current tax receivables	-	40,755,157

	2023	2022
	£	£
COMPANY
Current tax receivables	-	-

19 Trade and other payables and current financial liabilities

	2023	2022
GROUP	£	£

Trade payables	257,903	2,840,806
Accruals	149,808	1,373,032
Social security and other taxation	114,386	302,900
Payables to joint venture	351,913	-
Other payables	20,227	708,760
Trade and other payables	894,237	5,225,497

Exploration Financing Facility	-	36,761,340
Short term bank borrowing	-	36,761,340

	2023	2022
COMPANY	£	£

Trade payables	157,464	95,554
Accruals	74,186	183,690
Social security and other taxation	114,386	95,016
Intercompany payables	-	74,485
Payables to associates	317,028	-
Other payables	20,227	9,511
	683,291	458,256

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

20 Lease liabilities

Longboat JAPEX has lease contracts for buildings used in its operations. The lease for its Stavanger office was signed in September 2021. The obligations under its leases are secured by the lessor's title to the leased assets.

Set out below are the carrying amounts of right of use assets recognised and the movements during the period, noting that from 14 July 2023 the assets and liabilities of Longboat JAPEX were deconsolidated.

	2023	2022
	£	£

At 1 January	447,396	560,709
Additions	30,359	-
Depreciation charge for the year	(35,671)	(117,099)
Disposal*	(400,376)	-
Foreign exchange	(41,708)	3,786
At 31 December	-	447,396

Set out below are the carrying value of lease liabilities and the movements.

	2023	2022
	£	£

At 1 January	489,580	582,802
Additions	31,730	-
Interest	18,444	14,510
Payments made	(92,756)	(103,812)
Disposal*	(414,908)	-
Foreign exchange	(32,090)	(3,920)
At 31 December	-	489,580

	2023	2022
	£	£

Within one year	-	122,612
In two to five years	-	366,968
	-	489,580

	£	£

Maturity analysis
Within one year	-	134,971
In two to five years	-	382,419
Total undiscounted liabilities	-	517,390
Future finance charges and other adjustments	-	(27,810)
Lease liabilities in the financial statements	-	489,580

20 Lease liabilities (continued)

	2023	2022
Amounts recognised in profit or loss, under discontinued operations include the following:	£	£

Depreciation expense of right of use assets	(35,671)	(117,099)
Foreign exchange on depreciation	-	-
Interest expense for right of use liabilities	(18,444)	(14,510)

*As at the 14 July, the assets of Longboat JAPEX (formerly Longboat Norge) were deconsolidated from the Group as a result of the Company losing control of the subsidiary to create a Joint Venture with JAPEX.

21 Deferred taxation

GROUP

The following are the deferred tax liabilities and assets recognised and movements thereon during the current and prior reporting period.

			ACAs
			£

Deferred tax balance at 1 January 2022			18,766,424

Deferred tax movements in prior year
Differences in tax basis for offset of tax losses in Norway Foreign exchange			7,114,216 (143,742)
Deferred tax liability at 31 December 2022			25,736,898
Deferred tax movements in current year
Differences in tax basis for offset of tax losses in Norway			(8,385,916)
Foreign exchange			(892,384)
Disposal			(16,458,598)
Deferred tax liability at 31 December 2023			-

The Group has not recognised a deferred tax asset within Longboat Energy, as there is no evidence to support their recoverability in the near future.

22 Financial risk management

The Group is exposed to financial risks through its various business activities. In particular changes in interest rates and exchange rates can have an effect on the capital and financial situation of the Group. In addition, the Group is subject to credit risks.

The Group has adopted internal guidelines, which concern risk control processes and which regulate the use of financial instruments and thus provide a clear separation of the roles relating to operational financial activities, their implementation and accounting, and the auditing of financial instruments. The guidelines on which the Group's risk management processes are based are designed to ensure that the risks are identified and analysed across the Group. They also aim for a suitable limitation and control of the risks involved, as well as their monitoring.

The Group controls and monitors these risks primarily through its operational business and financing activities.

Credit Risks

The credit risk describes the risk from an economic loss that arises because a contracting party fails to fulfil their contractual payment obligations. The credit risk includes both the immediate default risk and the risk of credit deterioration, connected with the risk of the concentration of individual risks. For the Group, credit and default risks are concentrated in the financial institutions in which it places cash deposits.

The Group's policy is to place its cash with banks with an appropriate credit rating in accordance with the Company's Treasury Risk Management Policy.

Notwithstanding existing collateral, the amount of financial assets indicates the maximum default risk in the event that counterparties are unable to meet their contractual payment obligations. The maximum credit default risk amounted to £4,741,369 (2022: £12,096,778) at the balance sheet date, of which £3,684,541 (2022: £12,059,561) was cash on deposit at banks.

Liquidity Risks

Liquidity risk is defined as the risk that a company may not be able to fulfil its financial obligations. The Group manages its liquidity by maintaining cash and cash equivalents sufficient to meet its expected cash requirements. The Group has highlighted a material uncertainty around its liquidity in the audit report and the going concern note.

At 31 December 2023, the Group had cash on deposit of £3,684,541 (2022: £12,059,561).

Market Risks

Interest Rate Risks

Interest rate risks exist due to potential changes in market interest rates and can lead to a change in the fair value of fixed-interest bearing instruments, and to fluctuations in interest payment for variable interest rate financial instruments.

The Group was exposed to Interest rate risks through the Groups Exploration Facility in Norway. The table below shows the impact in GBP on pre-tax profit and loss in the joint venture of a 10% increase/decrease in the interest rates, holding all other variables constant.:

	2023	2022
	£	£

Interest rate increase/decrease by 10%	76,578	80,740

22 Financial risk management (continued)

The Group is exposed to interest rate risks on cash held on deposit at banks. Interest income for the year to 31 December 2023 was £155,397 (2022: £150,869). These accounts are maintained for liquidity rather than investment, and the interest rate risk on deposits is not considered material to the Group.

Currency risks

The Group operates in the UK, Norway and Malaysia, incurs expenses in sterling, United States dollars, Malaysian Ringgit ("MYR") and Norwegian kroner ("NOK"), and holds cash in sterling, US dollars, MYR and NOK. The Group incurs some expenditure in foreign currency when the investment policy requires services to be obtained overseas. The foreign exchange risk on these costs is not considered material to the Group.

The Group's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.

	2023	2022

Cash and cash equivalents	2,540,427	9,409,636
Trade and other receivables	353	41,309,057
Trade and other payables including borrowings	(788,127)	(41,129,225)
Lease liabilities	-	(489,580)

Net exposure	1,752,653	9,099,888

Sensitivity analysis

As shown in the table above, the Company is exposed to changes in exchange rates through its balances held in non-GBP. The table below shows the impact in GBP on pre-tax profit and loss of a 10% increase/decrease in the exchange rates, holding all other variables constant.

2023

2022

Exchange rate increases by 10%

194,739

1,011,099

Exchange rate decrease by 10%

(159,332)

(827,263)

23 Retirement benefit schemes

	2023	2022
GROUP	£	£

Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes
Continuing operations	58,250	55,000
Discontinuing operations	109,985	190,613
	168,235	245,613

	2023	2022
COMPANY	£	£

Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes	58,250	55,000

The Company does not operate any defined benefit schemes.

24 Share Capital

GROUP & COMPANY	2023	2022	2023	2022
	Number	Number	£	£

Ordinary share capital
Issued and fully paid
Ordinary shares of 10p each	57,108,120	56,666,666	5,710,812	5,666,666

On 29 December 2023, on completion of the Topaz Number One acquisition, new ordinary shares in Longboat Energy equivalent to $100,000 were issued to the previous owners of the company, representing tranche 1 of the consideration, see Note 12 for more details. At the time of issue, $100,000 equated to 441,455 new shares.

25 Share premium account

	2023	2022
	£	£

At 1 January	35,570,411	35,570,411
Issues of new shares	34,959	-
Costs of share issues	-	-
At 31 December	35,605,370	35,570,411

26 Share option reserve

	2023	2022
	£	£

At 1 January	660,449	353,550
Arising in the year	364,037	306,899
At 31 December	1,024,486	660,449

During the year, Longboat Energy operated three share incentive schemes: the Founder Incentive Plan (FIP), the Long-Term Incentive Plan (LTIP) and the Co-investment plan (CIP Details of the schemes are summarised in the Remuneration Report prepared by the Remuneration Committee on pages 32 to 3.

Founder Incentive Plan

For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation run through the Monte Carlo Model:

Grant date - 3 July 2020 and 24 September 2020	£
Weighted average share price at grant date	0.78
TSR performance	-
Risk free rate	-0.08%
Dividend yield	-
Volatility of Company share price	50.44%

The risk-free rate assumption has been set as the yield as at the calculation date on zero coupon government bonds of a term commensurate with the remaining performance period.

The historical 3 year volatility of the constituents of the FTSE AIM Oil & Gas supersector, as of the date of grant, was used to derive the volatility assumption.

The weighted average exercise price of outstanding options is nil.

The weighted average remaining contractual life as at 31 December 2023 is 12 months.

26 Share option reserve (continued)

Co-Investment Plan (CIP) awards

For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation run through the Monte Carlo Model:

Grant date	3 Aug 23	10 Feb 22 (Part A)	10 Feb 22 (Part B)	02 Jul 21
Performance period (years)	3	3	3	3
Share price at grant date	£0.30	£0.57	£0.57	£0.70
Exercise price	Nil	£0.10	£0.10	£0.10
Risk free rate	4.73%	1.35%	1.35%	15.00%
Dividend yield	0%	0%	0%	0%
Volatility of Company share price	62%	50%	50%	51.00%
Fair value per award	£0.18	£0.19	£0.24	£0.38

	2023	2022	Weighted average fair
	No.	No.	value (£ per share)
Outstanding at beginning of the period	794,505	639,900-	£0.35
Granted during the period	314,215	154,605	£0.18
Forfeited during the period	-	-	-
Exercised during the period	-	-	-
Expired during the period	-	-	-
Outstanding at the end of the period	1,108,720	794,505	£0.30
Exercisable at the end of the period	-	-	-

The weighted average exercise price of outstanding options is £0.07.

The weighted average remaining contractual life as at 31 December 2023 is 14 months.

Long Term Incentive Plan

The awards have been valued using the Monte Carlo model, which calculates a fair value based on a large number of randomly generated simulations of the Company's TSR.

Grant date	3 Aug 23	7 Jan 22	12 Aug 22	8 Nov 21	1 Oct 21	2 Jul 21	2 Jul 21	24 Sep 20
Weighted average share price at grant date	£0.305	£0.624	£0.430	£0.705	£0.780	£0.720	£0.720	£0.885
TSR performance	-	-	-	-	-	-	-	-
Risk free rate	4.73%	0.85%	1.96%	n/a	0.60%	0.09%	0.15%	-0.1%
Dividend yield	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
Volatility of Company share price	62%	50%	52%	n/a	50.00%	51.00%	51.00%	58.00%
Weighted average fair value	£0.18	£0.27	£0.23	£0.33	£0.36	£0.27	£0.33	£0.33

The risk-free rate assumption has been set as the yield as at the calculation date on zero-coupon government bonds of a term commensurate with the remaining performance period.

26 Share option reserve (continued)

The historical three year volatility of the constituents of the FTSE AIM Oil & Gas supersector, as of the date of grant, was used to derive the volatility assumption.

	2023	2022


Outstanding at 1 January	1,560,600	1,316,500
Awarded during the year	2,472,000	244,100
Exercised during the year	-	-
Expired during the year	-	-
Outstanding at the 31 December	4,032,600	1,560,600
Exercisable at the 31 December	-	-

The weighted average exercise price of outstanding options is £0.10.

The weighted average remaining contractual life as at 31 December 2023 is 22 months.

27 Currency translation reserve

	2023	2022
GROUP	£	£

At the beginning of the year	561,242	580,996
Currency translation differences on joint venture	349,929
Currency translation difference on disposal of subsidiary	(561,242)
Currency translation difference on foreign subsidiaries	(39,126)	(19,754)
At the end of the year	310,803	561,242

The currency translation reserve relates to the movement in translating operations denominated in currencies other than sterling into the presentation currency.

28 Related party transactions

	Income (£)	Expense (£)	Closing receivable (£)	Closing payable (£)
Longboat JAPEX Norge AS	1,117,485	1,022,988	848,602	(351,913)

The related party balances arise as a result of the agreements that were entered into at the time of establishment of the Longboat JAPEX JV and relate to intercompany recharges between PLC and Longboat JAPEX

Remuneration of key management personnel

Members of the Board of Directors are deemed to be key management personnel. Key management personnel compensation for the financial period is the same as the Director remuneration set out in the Corporate Governance Statement.

Other information

Directors' interests in the shares of the Company in the current and prior period, including family interests, were as follows:

Ordinary shares

	2023*	2022*
Helge Hammer	1,077,023	837,023
Jonathan Cooper	341,516	333,432
Graham Stewart	350,000	350,000
Jorunn Saetre	51,667	51,667
Nick Ingrassia	218,366	179,023

*As at the date of publication of the Report and Accounts for each respective year

Under IAS 24 section 4, all intragroup transactions which have been eliminated on consolidation are exempt from being disclosed as the Group has prepared consolidated financial statements.

The Group does not have one controlling party.

29 Subsequent Events

The 17 January 2024 Longboat Energy announced the award to Longboat JAPEX of a new licences under the Norwegian 2023 APA Licensing Round (Awards in Predefined Areas): PL 1212 S Block 35/7 Magnolia (Company 20%).

On 1 February 2024 Longboat Energy announced the completion of a farm down of two exploration licences by Longboat JAPEX on the Norwegian Continental Shelf. Longboat JAPEX has farmed down its interest in PL1182S from 30% to 15% in return for a full carry of the Kjøttkake/Lotus exploration well, up to an agreed cap above the dry well budget. The well is expected to spud in Q3 2024. In PL1049 which contains the Jasmine and Sjøkreps prospects, Longboat JAPEX has farmed down its interest from 40% to 25% in return for a carry of an element of the 2024 exploration expenditure, which mainly consists of seismic costs and studies.

On 1 February 2024 Longboat Energy announced the completion of the acquisition by Longboat JAPEX of a 4.80% unitised interest in the Statfjord Øst Unit and a 4.32% unitised interest in the Sygna Unit. The acquisition of the Statfjord Satellites has been funded by a combination of the investment by JAPEX into Longboat JAPEX, cash on hand and a drawing of approximately US$15 million (£11.8 million) on the Acquisition Bridge Facility provided by JAPEX to Longboat JAPEX. The consideration is broken down into two tranches: Tranche 1 is the amount paid upon completion of USD 12.75 million (£10.02 million). Tranche 2 is deferred consideration of USD 1.75 million (£1.38 million) that is paid in four instalments as follows:

· USD 437,500 (£343,784) on the completion date

· USD 437,500 (£343,784) 6 months after completion

· USD 437,500 (£343,784) 12 months after completion

· USD 437,500 (£343,784) 18 months after completion

As the vast majority of the deferred consideration is settled within 12 months of completion it is deemed that discounting is not material to the transaction.

In addition to the above a pro & contra payment has been made by Longboat JAPEX to the vendor for cash calls etc paid by the vendor during the Interim Period. This has been calculated as USD 7.2 million, (£5.7 million) therefore, the fair value of the consideration is USD 22 million (£17.3 million).

30 Cash absorbed by continuing operations

	2023	2022
GROUP	£	£

Loss for the year after tax before other comprehensive income	(9,303,593)	(2,592,473)

Add back:
Loss from investment	2,803,202	-
Write down	2,639,976
Interest payable	51	112
Interest receivable	(155,397)	(42,486)
Depreciation	10,479	10,300
Equity settled share based payment expense	199,017	157,757

Movements in working capital:
Increase in inventories	-	-
Decrease in trade and other receivables	(884,733)	(144,926)
Increase in trade and other payables	737,266	(4,776)
Cash absorbed by operations	3,953,732	(2,616,492)

31 Cash absorbed by discontinuing operations

	2023	2022
GROUP	£	£

Loss for the year after tax before other comprehensive income	5,116,559	(12,880,133)

Add back:
Taxation credited	(9,411,827)	(33,915,741)
Gain on deconsolidation	(10,464,548)	-
Write offs	10,427,155	42,877,022
Depreciation	5,007	14,259
Interest payable	1,191,918	938,121
Interest receivable	(41,589)	(108,382)
Share based payment expense	74,309	148,682
Timewriting adjustment	(425,002)	(732,123)
Historic bank fees	124,690	206,039
Lease depreciation	35,671	117,099
Least interest	(59,290)	(89,303)
EFF commitment fee	175,521	344,583



Movements in working capital:
Increase in inventories	-	-
Decrease in trade and other receivables	126,667	(452,498)
Increase in trade and other payables	461,417	2,330,300
Cash absorbed by operations	2,663,342	4,957,680

32 Cash flows related to borrowing and debt

	Current bank borrowings	Finance lease liabilities	Total
At January 2023	36,761,340	489,580	37,250,920
Cash flows from discontinued operations
Cash payments on lease	-	(66,980)	(66,980)
Loan drawdowns	3,394,643	-	3,394,643
Interest and fees paid	(1,367,491)	-	(1,367,491)
Debt removed from Group on disposal of subsidiary	(35,166,144)	(414,908)	(35,581,052)
Non-cash adjustments from discontinued operations
Effect of foreign exchange	(4,989,839)	(7,692)	(4,997,531)
Interest and fees accrued	1,367,491	-	1,367,491
At 31 December 2023	-	-	-

	Current bank borrowings	Finance lease liabilities	Total
At January 2022	-	582,802	582,802
Cash flows from discontinued operations
Cash payments on lease	-	(103,812)	(103,812)
Loan drawdown	36,761,340	-	36,761,340
Interest and fees paid	(1,283,102)	-	(1,283,102)
Non-cash adjustments from discontinued operations
Interest and fees accrued	1,283,102	10,590	10,590
At 31 December 2022	36,761,340	489,580	37,250,920

LONGBOAT ENERGY PLC 2023 DISCLOSURE UNDER SASB OIL AND GAS EXPLORATION AND PRODUCTION STANDARD

This document provides information as to the alignment of disclosures made by Longboat Energy plc, its jointly controlled subsidiary Longboat JAPEX Norge AS and Longboat Energy (2A) Limited, referred to as "the Group", with the Sustainability Accounting Standards Board (SASB) Oil & Gas Exploration and Production Standard (Version 2023-06). The information herein is associated with the 2023 calendar year. The GHG emissions calculated in the SASB report are from the one exploration well that Longboat JAPEX Norge AS participated in. There were no physical operations with scope 1 emissions in Malaysia, hence no associated GHG emissions.

Longboat JAPEX Norge AS, is referred to as 'Longboat JAPEX'.

		SUSTAINABILITY DISCLOSURE TOPICS & ACCOUNTING METRICS
Code	Accounting Metric	Location/Information
GREENHOUSE GAS EMISSIONS
EM-EP-110a.1	Gross global Scope 1 emissions, percentage methane, percentage covered under emissions-limiting regulations	Gross 797.3 tonnes GHG (CO_2, CO, N₂O, nmVOC, NOx and SOx) 0 Methane emission 793.8 tonnes of the GHG are CO₂ Emissions are Longboat JAPEX' equity share from drilling operation on the Velocette well. 0% covered under emission-limiting regulations.
EM-EP-110a.2	Amount of gross global Scope 1 emissions from: (1) flared hydrocarbons, (2) other combustion, (3) process emissions, (4) other vented emissions, and (5) fugitive emissions	LJN has only participated in the drilling of one exploration wells with semi-submersible and jack up rig in 2023. LJN had no production in 2023, hence all items are non-applicable (N/A).

EM-EP-110a.3

Discussion of long-term and short-term strategy or plan to manage Scope 1 emissions, emissions reduction targets, and an analysis of performance against those targets

Longboat JAPEX has been established with the aim of being a leading Norwegian independent which is specialized in upstream oil and gas activities in Norway on a long-term basis by retaining excellent HSEQ and ESG performance. This is well aligned to Longboat Energy plc and JAPEX's ESG targets of 'Net Zero' on a scope 1 and 2 basis by 2050. LJN will pursue a predominantly development-led strategy with vision to create a growth profile focused on long-term value creation for shareholders. Longboat JAPEX will initially seek to make one-or-more acquisitions to create a portfolio of development projects to delivering production in excess of 15,000-20,000 boepd and 2P reserves of 50-70 mmboe within 3-5 years. The main source of greenhouse gas emissions from 2023 relates to the drilling of one exploration well on the NCS. LJN's natural gas focused portfolio of exploration licences are in mature areas with existing infrastructure to tie-in to. Upon success this will contribute to low carbon footprint energy. Through licence participation in development activities, Longboat JAPEX will assess options such as renewable power from shore, offshore wind power and ammonia production with CO₂ capture and storage to reduce GHG emissions. Upon being profitable LJN will also look at nature-based solutions to offset its GHG emissions.

We recognise the combined challenge of meeting increasing energy needs driven by a growing global population and the urgent need to reduce global carbon emissions.

The Group supports the UN Sustainable Development Energy Goal and plans to develop its business so that it has a sustainable strategy as an oil and gas company providing safe and responsible energy at a low cost with low emissions.

Accordingly, the Group is committed to:

· supporting the energy transition through playing an active role to promote best practice in environmental stewardship;

· pursuing a strategy of delivering low Scope 1 and Scope 2 emissions per barrel, to minimise carbon intensity of operations (including no routine flaring) and transparent annual disclosure of GHG emissions;

· prioritising renewable energy sources in the powering of operated and non-operated platforms where possible;

· using an internal carbon price for investment decisions; and

· being net zero by 2050 with an earlier target date to be set dependent on the profile of the assets developed/acquired

AIR QUALITY
EM-EP-120a.1	Air emissions of the following pollutants: (1) NOx (excluding N2O), (2) SOx, (3) volatile organic compounds (VOCs), (4) particulate matter (PM10)	Longboat JAPEX's drilling operations of one exploration well: 1. NOx: 2.0 tonnes 2. SOx: 0.24 tonnes 3. VOCs: 1.24 tonnes 4. n/a
WATER MANAGEMENT
EM-EP-140a.1	(1) Total fresh water withdrawn, (2) total fresh water consumed, percentage of each in regions with High or Extremely High Baseline Water Stress	(1) There has not been any measure of fresh water during the Velocette Operation. (2) N/A as the Group's principal activities were in Norway where water is not a scarce resource
EM-EP-140a.2	Volume of produced water and flowback generated; percentage (1) discharged, (2) injected, (3) recycled; hydrocarbon content in discharged water	. N/A as the Group did not have any ownership in any producing fields in 2023
EM-EP-140a.3	Percentage of hydraulically fractured wells for which there is public disclosure of all fracturing fluid chemicals used	N/A as the Group did not have any ownership in any producing fields in 2023, nor any hydraulic fracturing.
EM-EP-140a.4	Percentage of hydraulic fracturing sites where ground or surface water quality deteriorated compared to a baseline	N/A as the Group did not have any ownership in any producing fields in 2023, nor undertakes any hydraulic fracturing.
BIODIVERSITY IMPACTS
EM-EP-160a.1	Description of environmental management policies and practices for active sites	As stated in the Group's HSEQ Policy, the Group is committed to respecting and preserving the natural environment. The policy is to minimise the undesirable effects on the environment resulting from the Group's operations and to work to prevent pollution and reduce emissions. The Group will assess and manage its performance to continually improve its environmental performance. Permits and consents from the relevant authorities are required for the operator to execute the Drilling Operations, and strict reporting requirements are in place.

BIODIVERSITY IMPACTS (CONTINUED)
EM-EP-160a.2	Number and aggregate volume of hydrocarbon spills, volume in Arctic, volume impacting shorelines with ESI rankings 8-10, and volume recovered	All chemical use and discharge were within the limits described in the approved Discharge Permit
EM-EP-160a.3	Percentage of (1) proved and (2) probable reserves in or near sites with protected conservation status or endangered species habitat	(1) N/A (2) N/A N/A as the Group had no reserves in 2023.
SECURITY, HUMAN RIGHTS & RIGHTS OF INDIGENOUS PEOPLES
EM-EP-210a.1	Percentage of (1) proved and (2) probable reserves in or near areas of conflict	N/A as the Group had no reserves in 2023.
EM-EP-210a.2	Percentage of (1) proved and (2) probable reserves in or near indigenous land	N/A as the Group had no reserves in 2023.
EM-EP-210a.3	Discussion of engagement processes and due diligence practices with respect to human rights, indigenous rights, and operation in areas of conflict	The Group is fully committed to meeting its responsibilities towards its staff, contractors and third parties who may be impacted by its activities, and to adhere to all applicable national and local legislation as well as the principles for business and human rights embodied in international initiatives, such as the United Nations Global Compact and the United Nations Guiding Principles on Business and Human Rights. Adhering to and implementing the Human Rights Policy is a requirement of anyone who works for or on behalf of the Group. The Company's principal activities are offshore Norway where Human Rights are well protected and accord with the Group's Human Rights Policy.
COMMUNITY RELATIONS
EM-EP-210b.1	Discussion of process to manage risks and opportunities associated with community rights and interests	The Group's principal activities were focussed offshore Norway and the operators of its offshore licences have well established environment controls and procedures for ensuring compliance with any interested parties notably the fishing industry
EM-EP-210b.2	Number and duration of non-technical delays	No delays attributable to community relations.

WORKFORCE HEALTH & SAFETY

EM-EP-320a.1

(1) Total recordable incident rate (TRIR), (2) fatality rate,
(3) near miss frequency rate (NMFR), and (4) average hours of health, safety, and emergency response training for
(a) full-time employees,
(b) contract employees, and
(c) short-service employees

(1-3) From the drilling operation of one exploration well in 2023 there was one reported incident to the Petroleum Safety Authorities Norway (PSA): 07.09.23 Well control incident. Assumed reason for the event was gain due to swabbing the well. Classified as a green incident:

A chart of a flow control Description automatically generated with medium confidence

(4) LJN does not operate any of its licence interests and so health and safety training is limited to ensuring safe conduct and procedures in its offices and training for a safety representative. At present there are no operational activities in Malaysia where The Company is operator of PSC Block 2.

WORKFORCE HEALTH & SAFETY (CONTINUED)
EM-EP-320a.2	Discussion of management systems (MS) used to integrate a culture of safety throughout the exploration and production lifecycle	Safety is a core value, and it is a priority that everyone is aware of his / her responsibility towards providing a safe and secure environment. The Group is committed to ensuring the health and safety of all who work with it and protecting the environment in which it works. The Group upholds excellent health and safety standards in order to reduce accidents and ill health within the workplace and to minimise the impact of its operations on the environment. The Group also insists that all contractors maintain the same high standards. All members of staff are familiar with the Group's processes and procedures with its MS and its emphasis on risk management to minimise the impact of its activities. LJN does not operate any exploration and production assets, under the MS and through its 'see to duty' LJN reviews and oversees the operators' activities to ensure that the health and safety of its workforce receives the priority it deserves. To be accepted as a Licence holder in Norway, every company is required to undergo a thorough pre-qualification process by the Norwegian Petroleum Directorate (NPD) and The Petroleum Safety Authority Norway (PSA) to ensure they have the required competencies, capacity and Business Management Systems in place. LJN was approved by the Ministry of Petroleum and Energy as a licence holder in August 2021 having been reviewed by the NPD and PSA. For Malaysia, there is a separate BMS which aligns with the rules and regulations set by the government in Malaysia and by PETRONAS.
RESERVES VALUATION & CAPITAL EXPENDITURES
EM-EP-420a.1	Sensitivity of hydrocarbon reserve levels to future price projection scenarios that account for a price on carbon emissions	At the year end the Group did not have any reserves.
EM-EP-420a.2	Estimated carbon dioxide emissions embedded in proved hydrocarbon reserves	N/A at the year end the Group has no proved hydrocarbon reserves. The discoveries are classified as resources at the present time with no firm plan for development.
EM-EP-420a.3	Amount invested in renewable energy, revenue generated by renewable energy sales	N/A as the Group did not invest in any renewable energy in 2023.

RESERVES VALUATION & CAPITAL EXPENDITURES (CONTINUED)
EM-EP-420a.4	Discussion of how price and demand for hydrocarbons and/or climate regulation influence the capital expenditure strategy for exploration, acquisition, and development of assets	The Group has been targeting gas with its exploration and business development activities, as it believes i) gas is critically important in the path to net zero GHG emissions and even with an aggressive build out of renewables, considerable upstream capex will be required to facilitate the coal to gas switch and to overcome natural global gas declines; and ii) Europe's indigenous gas supplies have fallen , leaving Europe heavily reliant on Russian gas and imported LNG. Hence, activities to maintain Europe's indigenous gas supply is an important element for recovering stability and reliability as part of the energy transition.
BUSINESS ETHICS & TRANSPARENCY
EM-EP-510a.1	Percentage of (1) proved and (2) probable reserves in countries that have the 20 lowest ranking in Transparency International's Corruption Perception Index	N/A At the year end the Group did not have any proved or probable reserves.
EM-EP-510a.2	Description of the management system for prevention of corruption and bribery throughout the value chain	The Group has a dedicated Anti Bribery and Corruption ('ABC') Policy in place which demands the highest standard of behaviour and conduct of its directors, officers and employees, together with all agents, co-ventures, contractors, suppliers and other third parties acting or purporting to act on its behalf. The ABC Policy sets out the main policies, procedures and mechanisms adopted following appropriate risk assessment that are intended to prevent and/or effectively combat instances of bribery or corruption in the course of the Group's business and ensure compliance with applicable anti-bribery and anti-corruption laws in those countries where The Company conducts business. Whilst the Anti-bribery and Corruption Policy is embedded within the MS, as The Company's principal activities are focussed in Norway with highly reputable joint venture partners the probability of any breach is very low.
MANAGEMENT OF THE LEGAL & REGULATORY ENVIRONMENT
EM-EP-530a.1	Discussion of corporate positions related to government regulations and/or policy proposals that address environmental and social factors affecting the industry	The Company supports the energy transition and is committed to achieving 'net zero' emissions by 2050 or earlier. As The Company becomes involved in developments it will look at solutions to reduce GHG emissions associated with production and offsetting scope 1 & 2 emissions. The Company is a member of Norwegian Oil and Gas (NOROG) which is a professional body and employer's association for oil and supplier companies. NOROG's views on relevant policy issues are publicly available at www.norog.no

CRITICAL INCIDENT RISK MANAGEMENT
EM-EP-540a.1	Process Safety Event (PSE) rates for Loss of Primary Containment (LOPC) of greater consequence (Tier 1)	The Company did not have any ownership in producing assets in 2023.
EM-EP-540a.2	Description of management systems used to identify and mitigate catastrophic and tail-end risks	The licence operators and LJN as a non-operator have Management Systems in place where risk management is integrated into the work processes and procedures. The operators on LJN's Licences have separate Emergency Response Plans exists for level 1, 2 and 3 emergency organisations, including reporting and normalization. Critical and serious incidents will be investigated, and regular reviews are carried out on reported incidents for continuous learning. LJN is a qualified Licence holder in Norway and works in close cooperation with the operators and other licence holders to plan and follow up any operations in a safe and environmental responsible manner. LJN has the required emergency response plans for all aspects of its business as an integrated part of our Management System.

Review by Qualified Person

The technical information in this release has been reviewed by Hilde Salthe, Managing Director Norge, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Ms Salthe is a petroleum geologist with more than 20 years' experience in the oil and gas industry. Ms Salthe has a Masters Degree from Faculty of Applied Earth Sciences at the Norwegian University of Science and Technology in Trondheim.

Glossary

"mmboe"

Million barrels of oil equivalent

Standard

Estimates of reserves and resources have been prepared in accordance with the June 2018 Petroleum Resources Management System ("PRMS") as the standard for classification and reporting.

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FR FFFLLSSIILIS

Market data

Audited Full Year Results to 31 December 2023