RNS Number : 6154O
United Oil & Gas PLC
26 June 2025
 

United Oil & Gas PLC / Index: AIM / Epic: UOG / Sector: Oil & Gas

 

26 June 2025

United Oil and Gas plc

("United" or "the Company")

                   

 Final audited results for the year ended 31 December 2024

 

United Oil & Gas Plc (AIM: "UOG"), the oil and gas company with a high impact exploration asset in Jamaica and a development asset in the UK is pleased to announce the publication of its audited results for the year ended 31 December 2024, extracts from which are set out below.   The final audited results are being posted to shareholders and will shortly be available on the Company's website at https://www.uogplc.com/investors/reports-cpr/

 

 

Brian Larkin, CEO, commented:

 

"2024 was a year of significant progress and resilience for United. While we began the year navigating a default notice in Egypt driven primarily by foreign exchange losses due to the geopolitical environment impacted by the war in the middle east. We resolved this constructively, recovering $1.6 million from our receivables and bringing closure to this chapter.

 

At the same time, we made important progress across our portfolio. Early in 2024, United secured a two-year extension to our Walton Morant licence in Jamaica, a significant milestone that extended our licence through to January 2026. This was further strengthened post-period end, with a second two-year extension granted in March 2025, securing tenure of licence through to January 2028 on what is now our most material asset.

 

The Company's full focus is now on Jamaica. With over 40 leads mapped in a proven working petroleum system, Walton Morant offers a rare combination of frontier exploration upside, regional infrastructure proximity, and a stable jurisdiction close to the USA.

 

Appetite for high-impact exploration is returning. Against this backdrop, our farm-out strategy has gained renewed momentum and have several parties under NDA.

 

Permitting activities for the next phase of technical de-risking are advancing. Regulatory approvals for a piston core sampling programme are progressing well, and we look forward to providing further updates in the coming months.

 

With a streamlined portfolio, strengthened asset base, and clear strategic focus, United enters the second half of 2025 well positioned to deliver long-term value for shareholders."

 

 

Financial summary

·      Loss after tax ($2.44m) (2023: Loss ($20.37m))

·      Group Cash balances as at 31 December 2024 were $0.8m (2023: Cash balances $2.0m)

·      Cash capital expenditure was $1.3m (2023: $6.2m)

 

 

Outlook

·      Additional two-year licence extension granted for the Walton Morant licence to January 2028

 

·      Permitting process advancing for piston core sampling to support next-phase technical de-risking

 

·      United received £0.14 million from an existing shareholder and saw 48 million warrants exercised, further strengthening working capital position

 

 

ENDS

 

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

 

 

  

 

Enquiries



United Oil & Gas Plc (Company)



Brian Larkin, CEO


brian.larkin@uogplc.com




Beaumont Cornish Limited (Nominated Adviser)



Roland Cornish | Felicity Geidt | Asia Szusciak


+44 (0) 20 7628 3396



Shard Capital Limited (Joint Broker)

Damon Heath | Isabella Pierre  


+44 (0) 207 186 9900

Tennyson Securities (Joint Broker)



Peter Krens


+44 (0) 20 7186 9030

Optiva Securities Limited (Joint Broker)



Christian Dennis


+44 (0) 20 3137 1902










 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

 

 

Notes to Editors

United Oil & Gas is an oil and gas company with a development asset in the UK and a high impact exploration licence in Jamaica.

 

The business is led by an experienced management team with a strong track record of growing full cycle businesses, partnered with established industry players and is well positioned to deliver future growth through portfolio optimisation and targeted acquisitions.

United Oil & Gas is listed on the AIM market of the London Stock Exchange. For further information on United Oil and Gas please visit www.uogplc.com 

 

 

 

 

Chief Executive Officer and

Interim Chair review

 

Dear Shareholders,

 

In our September 2024 Half-Year Results announcement, we reported a challenging start to the year, primarily due to foreign exchange issues in Egypt in 2023. These issues led to a default notice from the operator of the Abu Sennan concession in January 2024. Although we were in talks to sell our 22% interest, legal advice prevented us from finalising the draft Sale and Purchase Agreement (SPA), despite efforts to reach an acceptable deal.

 

We received $1 million from our receivables with EGPC in April 2024, followed by a final payment of approximately $0.6 million in December 2024. In October 2024, we reached a settlement with our Joint Venture Partners, allowing us to withdraw from the Abu Sennan concession, subject to formal approvals from the Egyptian General Petroleum Corporation (EGPC) and the Minister which was received in March 2025.

 

In January 2024, the Walton Morant licence in Jamaica was extended by two years, until 31 January 2026.

 

In March 2024, United raised £1 million (gross) through an equity placing to support operations.The following month, we announced a five-year extension to the Waddock Cross licence.

 

Also in March 2024, Herona Thompson was appointed Country Manager for Jamaica, further strengthening our team.

 

In December 2024, United announced plans to raise an additional £0.7 million (gross) to support operations and align costs with the current scale of the business. An initial £0.385 million was raised that month, with the balance and related warrants subject to approval at an EGM held in January 2025.

 

Waddock Cross

 

Following the five-year licence extension announced in early 2024, we continue to progress plans for redevelopment of Waddock Cross, a low-risk, high margin opportunity that supports our growth strategy.

 

We have continued discussions with the operator, Egdon Resources, to outline a programme for restarting production. Encouraging reservoir modelling estimates 57 million barrels of Stock Tank Oil Initially in Place. Plans include a new horizontal well, which could produce 500-800 barrels of oil per day (gross), with around 1 million barrels of gross recoverable oil upon redevelopment.

 

Jamaica - a transformational asset with significant support from government

 

In January 2024, we secured a two-year extension to the Walton Morant licence in Jamaica. As part of this extension, United committed to additional technical work, including piston core sampling and seismic reprocessing, to further de-risk the petroleum system. We are currently in the planning and permitting phase while actively pursuing a farmout of the opportunity. We remain aligned with the Jamaican Government and committed to unlocking the area's significant hydrocarbon potential.

 

In March 2025, the licence was extended by a further two years, now valid until 31 January 2028.

 

This strategic shift allows the Company to focus its resources and expertise on its assets in Jamaica and the UK onshore, where it sees strong potential for growth and value creation.

 

Financial performance

 

2024 was a challenging financial year for United, this reflected the change in the company direction, as it no longer had any producing assets and the focus was on it's remaining exploration and appraisal assets. This required the company to raise funds twice during the year, £1m in March 2024 and this was followed by another £700k in December 2024/ January 2025. The Company received USD $1 million in April 2024 and the final receivables from Egypt of USD $591,595 in December 2024.

 

The loss for the year reflects the change in direction of the company and it has taken steps to significantly reduce it's cost base to reflect this new reality.

 

Post year end

 

In January 2025, United concluded the EGM for the equity placing initiated in December 2024. All resolutions were passed, enabling the equity placing and warrant issuance to proceed. Following the EGM, the Chairman resigned, and I was appointed Interim Chairman until a permanent replacement is found.

 

In Jamaica, we secured an early two-year extension to our licence, extending its term to 31 January 2028.

 

Strategy

 

Our focus is progressing the farm-out of our Jamaican exploration asset, while continuing to

engage with Egdon on the plans for Waddock Cross.

 

At the same time however, we continue to receive and evaluate opportunities to grow our business and we keep an open mind on those possibilities where value-adding for shareholders while not being distracted from our current focus on Jamaica and the UK.

 

Board and governance

 

Graham Martin stepped down as Chairman of the Board on 8 January 2025. I was appointed Interim Chairman until a suitable successor is identified. Graham was a valued member of the Board, and we wish him every success in the future.

 

Dialogue with shareholders

 

Shareholders' views on the company, its strategy, and indeed all aspects of our business and

operations are very important to the Board, and we welcome every opportunity to engage. I can

be reached via the Company Secretary at: info@uogplc.com.

 

Conclusion and outlook for 2025

 

2024 was a challenging year for the company, and I want to thank our executives and staff for their loyalty and dedication during that time. The withdrawal from the Egyptian business left us with a number of issues to resolve, predominantly, an orderly exit from Egypt and reducing our cost base. I am pleased that we have made progress with costs at a minimum for a listed company and the exit from Egypt completed. We continue to look for low cost, high impact opportunities to add to our portfolio without losing focus on our Jamaican farm-out efforts.

 

The early months of 2025 have been encouraging, marked by the successful equity raise in January and the early two-year licence extension in Jamaica, now valid until 31 January 2028.

 

This was followed by a further £140k raise by an existing shareholder in May 2025 and the exercise of 48m warrants. These developments enable us to focus on the Jamaica farm-out and advance our broader strategic goals.

 

We look ahead to the rest of the year with optimism.

 

Brian Larkin

Chief Executive Officer and Interim Chair

 

 

Review of operations

 

2024 was a year of operational stability and progress on our UK and Jamaican Licences. The Company was defaulted out of the Egyptian Concession early in the year and reached a final settlement agreement with the Egyptian Partners in October 2024 which was subject to obtaining formal approval for withdrawal from the concession from the Minister which was received in March 2025.

 

The Company received a two-year licence extension in Jamaica in January 2024 and then was granted another two-year licence extension in March 2025, extending the licence period until January 2028. This was then followed by a five-year licence extension in March 2024 for the Waddock Cross licence in the UK. The company continued with it's farmout efforts in Jamaica and progressed the planning and permitting for the work program. The company had no environmental or work-related incidents.

 

Jamaica - Walton Morant licence

(100% Working Interest)

 

The Walton Morant licence is a 22,400 km2 offshore exploration block situated to the south of the island of Jamaica. Although considered to be a frontier exploration licence, it benefits from excellent data coverage, including 2,250 km2 of 3D data, and this has helped define multiple plays, and material prospectivity within the acreage. Over 7 billion barrels of mean/mid-case recoverable unrisked potential prospective resources have been identified within the Walton Morant Licence area. This estimation is based on United's arithmetic sum of the mean/mid-case prospective resources for each prospect and lead identified by United and previous operators. The area includes over 21 prospects and leads, each containing more than 100 million barrels of oil. The largest of which potentially contains more than 1.1 billion barrels mid case prospective resource recoverable.

 

There are 11 high grade prospects and leads included in the Gaffney Cline and Associates Prospective Resources Report which contains over 2.4 billion barrels of recoverable unrisked mean prospective resources potential, containing several 3D-defined prospects and 2D leads.

 

Through 2024, United continued to progress the agreed technical work programme by advancing the planning and permitting. United continued to constructively engage with the Jamaican Ministry of Science, Energy, Telecommunications and Transport (MSETT) throughout 2024. In March 2025, United announced an agreement with MSETT to extend the Initial Exploration Phase of the licence for a further 2 years. The licence now runs until January 2028 before a "drill-or-drop" decision is required to move into the Second Exploration Phase of the licence, a 2-year phase that carried a well commitment.

 

United continues to run a farm-out campaign to attract partners to the Licence and its undoubted potential. The farm-out campaign remains a key focus for United as we seek to move this potentially transformational project forward. Envoi Ltd has continued to be engaged as advisor on the farm-out process with a view to attracting potentially interested parties to the opportunity. United are in discussions with a number of companies who have expressed an interest in the opportunity, and United remain confident of attracting a partner to the Licence.

 

UK Onshore - Waddock Cross Oil Field

(26.25% Non-Operated Working Interest)

 

United currently hold a 26.25% non-operated working interest in the Waddock Cross oil field

redevelopment project, which is located onshore southern UK in Dorset. The field redevelopment is located ~12 km west of the Wareham oilfield, and ~15km west of the giant Wytch Farm Oil Field, which is one of the largest onshore oilfields in western Europe. The project is operated by Egdon Resources who are highly experienced in operating oil and gas exploration and production activities onshore UK.

 

In April 2024, the partnership received a 5-year extension to the PL090 licence which contains the Waddock Cross field from the North Sea Transition Authority, which is the industry regulator in the UK.

 

Waddock Cross was the first asset United Oil & Gas acquired in 2016, shortly after the company was set up, and is a key asset for the company.

 

Reservoir modelling work recently completed by the operator estimates that Waddock Cross contains a significant Initial in Place oil volume of 57 mmbbls. A new well with a short horizontal section in the reservoir could yield commercial oil production of between 500 and 800 bopd and such a horizontal well could ultimately result in the recovery of around 1 mmbbls of oil.

 

Initial well planning and production facilities design has been completed.

 

Further planning permission and permitting application processes are continuing ahead of plans to drill and we look forward to providing updates as and when these planning and permitting milestones are achieved. United continues to support the operator in their planning and permitting efforts and to deliver the well which will hopefully result in near-term, low-risk, low-cost, high-value production barrels for the benefit United and our shareholders.

 

Egypt - Abu Sennan

 

On 18 January 2024, United received a default notice from Kuwait Energy Egypt Limited, the operator of the Abu Sennan Concession. The Company did not remedy the default and reached agreement with the Joint Venture partners in October 2024 and all paperwork for the withdrawal from the concession is completed which is subject to the Minister's approval. Consequently, the company no longer has any operation in Egypt to report.

 

 

Financial Review

 

This Financial Review outlines the Group's financial performance for the year ended 31 December 2024, and United's financial position as of that date.

 

The Group's 2024 performance differs significantly from 2023, primarily because the company no longer holds producing assets generating free cash flow. With the exit from the Abu Sennan concession in Egypt, the focus shifted to restructuring the cost base to align with the company's asset profile.

 

The 2024 results reflect a business centred on exploration and appraisal assets. As such, the emphasis is not on earnings per share, but on unlocking value from the Jamaican exploration asset and the Waddock Cross appraisal asset.

 

Group administrative expenses

 

Total Group administration costs from continuing operations for the year were $1.9m (2023: $3.7m) which includes the adjustment for the non-cash items under IFRS 2 Share Based Payment, impairment of assets and IFRS 16 Leases. Included in Administrative expenses are foreign exchange losses of $0.5m (2023: $1.2m).

 

The Group is reviewing a number of initiatives to further reduce General and Administration costs whilst ensuring continuity of operational capability. These will be ongoing during the year to ensure we maximise cost savings where possible.

 

Group depreciation, depletion and amortisation (DD&A)

 

For 2024, the group incurred $79k (2023: $98k) in depreciation from continuing operations which was related to office leases and furniture and fittings.

 

Divestments

 

In January 2024, the company announced it had received a default notice for $3,822,143 from Kuwait Energy Egypt Limited, the operator of the Abu Sennan concession. Since late 2023, the Group had been in advanced negotiations with a subsidiary of Kuwait Energy Egypt Limited to acquire a 22% interest.

 

However, the deal was abandoned following legal advice, despite efforts to reach mutually acceptable terms. The Group did not remedy the default and instead reached a settlement with the Joint Venture Partners in October 2024, pending approval from the Egyptian General Petroleum Corporation and the Minister. Egypt had been classified as discontinued operations in 2023.

 

Taxation and other income

 

There was no tax charge in 2024.

 

Loss post tax

 

The loss for the year from operations was $2.4m (2023: loss: $20.4m).

 

Cash flow

 

Net cashflow used in continuing operations amounted to $0.11m (2023: $10.1m). The decrease year upon year is related to the disposal of the Egyptian assets from the Group, along with cost control and liquidity management both served to protect the cashflows.

  

 

Balance sheet

 

Intangibles Assets increased during the year to $7.4m (2023: $6.1m). Additions for the year amounted to $1.3m, with $1.2m added in Jamaica and $0.1m on UK assets.

 

Going concern

 

The Group's business activities, together with the factors likely to affect its future development,

performance and position are set out in the Chief Executive Officers and Interim Chair's statement and the Strategic Report.

 

Monitoring and Forecasting Activities

 

United regularly monitors its cash flows, and liquidity through detailed forecasts. These include scenario and sensitivity analyses, which are reviewed by the Board and may impact the Group's future performance.

 

A base case scenario has been developed that includes budgeted commitments, an equity raise in Summer 2025, a Jamaican farmout covering some back costs and all forward current work program costs by November 2025, and the exercise of 48 million warrants in June 2025 and 300 million in December 2025.

 

The company currently has no revenue and is operating at an annual loss and shows a current

net liability as at 31 December 2024. Its only funding options are through warrant exercises, a Jamaican farmout deal covering back and future work program costs, or equity financing.

 

Key Assumptions and Sensitivities

 

The key assumptions and related sensitivities include a "Reasonable Worst Case" ("RWC")

sensitivity where the Board has considered a scenario with significant aggregated downside,

including a delay in the farmout, delay in exercise of warrants and an equity raise.

 

Under the combined RWC, the Group forecasts there will be sufficient resources to continue in operational existence for the foreseeable future. The various assumptions considered were:

 

a. No Jamaican farmout within 12 months

b. No warrant exercises beyond 48 million in June 2025

c. Additional equity requirements

 

Despite these risks, the Group expects to maintain sufficient resources for ongoing operations.

 

While it is unlikely that all these downside events will occur simultaneously, the Group has identified mitigating actions. These include deferring some capital expenditure and some further reduction to the cost base which would reduce costs by 10%, and potentially raising equity, though success would depend on market conditions and cannot be guaranteed.

 

Based on past experience, the Directors believe an equity raise is likely to be successful.

 

According to current forecasts, the Group and Company are expected to meet all liabilities as they fall due.

 

The Directors also consider it reasonably likely that a Jamaican farmout will be achieved or, if necessary, that additional equity funding can be secured. However, neither outcome is guaranteed.

 

The Directors have considered the various matters set out above and have concluded that a material uncertainty exists that may cast significant doubt on the ability of the Group and Company to continue as a going concern and the Group and Company may therefore be unable to realise their assets or discharge their liabilities in the normal course of business.

 

Nevertheless, after making enquiries and considering the uncertainties described above, the Directors are of the view that the Group and Company will have sufficient cash resources available to meet their liabilities and continue in operational existence for at least 12 months from the date of approval of these 2024 financial statements.

 

On that basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustment that would result from the going concern basis of preparation as not appropriate to use.

 

Financial outlook

 

United's financial strength is built on a long-term, prudent approach to capital management that creates value for shareholders.

 

We have streamlined operations and reduced costs while exploring new opportunities. In 2025, our priority will be maintaining financial discipline as we recover from the setbacks of 2024.

 

Our key initiative for 2025 is the Jamaica farmout, alongside ongoing preparations for drilling the Waddock Cross well.

 

Following year-end, we completed a £700k (gross) placing and associated warrants in January 2025, originally launched in December 2024.

 

In March 2025, we received confirmation of a two-year extension to the Jamaican licence, now valid until 31 January 2028.

 

In May 2025, we raised £140k from a current shareholder and 48m warrants were exercised.

 

Based on our current cash position and projections outlined in the going concern note, United is expected to have sufficient resources for the next 12months.

 

Simon Brett

Interim Chief Financial Officer

 

 

 

 

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

 

 

Notes

2024

2023

 

 

$

$

Continuing operations:




Revenue

2

-

-

Other income

2

-

-

Cost of sales


-

-





Gross profit


-

-





Administrative expenses:




Other administrative expenses


(963,968)

(1,065,013)

New Venture write offs


(392,182)

(1,428,875)

Foreign exchange losses


(550,531)

(1,204,458)





Operating loss

3

(1,906,681)

(3,698,346)

 




Finance expense


(15,478)

(77,632)





Loss before taxation


(1,922,159)

(3,775,978)

 




Taxation

4

-

-





Loss for the financial year attributable to the Company's equity shareholders from continued operations


(1,922,159)

(3,775,978)

 




Loss for the year from discontinued operations

1

(519,248)

(16,589,188)





Loss for the financial year attributable to the Company's equity shareholders


(2,441,407)

(20,365,166)

 




 




Total loss per share




From continuing operations expressed in cents per share:




Basic

5

(0.18)

(0.58)

Diluted


(0.18)

(0.58)

 




From continuing and discontinued operations expressed in cents per share:




Basic

5

(0.23)

(3.10)

Diluted


(0.23)

(3.10)

 




 

 

 

 

Consolidated Statement of Comprehensive Income


 

 

 


 

2024

2023



$

$





Loss for the financial year


(2,441,407)

(20,365,166)

Foreign exchange (losses)/gains


(33,636)

9,499





Total comprehensive expense for the financial year attributable to the Company's equity shareholders


(2,475,043)

(20,355,667)





 


 

Consolidated Balance Sheet as at 31 December 2024

 

 

 

 

 

Notes

2024

2023

Assets

 

$

$

Non-current assets




Intangible assets

6

7,413,030

6,138,180

Property, plant and equipment

7

867

87,539

 


7,413,898

6,225,719

 




Current assets




Trade and other receivables

8

67,728

2,012,258

Cash and cash equivalents

9

775,288

1,992,496

 


843,016

4,004,754

 




Current liabilities:




Trade and other payables

11

(1,858,271)

(1,900,774)

Borrowings


(189,356)

(1,189,356)

Lease liabilities


-

(94,348)



(2,047,627)

(3,184,478)





Non-current liabilities:




Provisions


(254,933)

(254,068)

Lease liabilities


-

-



(254,933)

(254,068)

 




Net assets


5,954,354

6,791,927

 




Equity and liabilities




Capital and reserves




Share capital

10

8,850,905

8,839,679

Share premium

10

18,440,093

16,798,823

Share-based payment reserve


2,126,752

2,511,686

Merger reserve


(2,697,357)

(2,697,357)

Translation reserve


(1,032,274)

(998,638)

Retained earnings


(19,733,765)

(17,662,266)

 




Shareholders' funds


5,954,354

6,791,927

 




 


 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER


 

 

 


 

2024

2023


 

$

$

Cash flow from operating activities




Loss for the financial year before tax


(2,441,407)

(18,157,008)

Share-based payments


(15,026)

188,849

Depreciation & Amortisation


78,574

3,618,163

Impairment of intangible assets


-

2,602,234

Impairment of production assets


-

21,715,270

Interest expense


15,478

78,424

Foreign exchange movements


581,067

1,334,903

Tax paid


-

(2,208,157)







(1,781,314)

9,172,678

Changes in working capital




Increase in inventory


-

268,859

Decrease in trade and other receivables


1,944,531

2,457,234

Decrease in trade and other payables


(53,790)

  (1,797,824)

 




Cash inflow from operating activities


109,424

10,100,947

 




Cash outflow from investing activities




Purchase of property, plant & equipment


-

(4,959,474)

Spend on exploration activities


(1,291,111)

(1,280,665)

 




Net cash used in investing activities


(1,291,111)

(6,240,139)

 




Cash flow from financing activities




Issue of ordinary shares net of expenses


1,652,496

-

Repayments on oil swap financing arrangement


(1,000,000)

(1,718,250)

Capital payments on lease


(86,799)

(95,806)

Interest paid on lease


(3,327)

(5,504)

 




Net cash from/(used) in financing activities


562,370

(1,819,560)









Net (decrease)/increase in cash and cash equivalents


(619,316)

2,041,248





Cash and cash equivalents at beginning of financial year


1,992,495

1,345,463

Effects of exchange rate changes


(597,893)

(1,394,215)

 




Cash and cash equivalents at end of financial year


775,288

1,992,496

 


 

Notes to the Financial Statements

 

Basis of preparation

The financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS as adopted by the United Kingdom.

 

IFRS is subject to amendment and interpretation by the IASB and the IFRS Interpretations Committee, and there is an on-going process of review. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 31 December 2024.

 

Basis of consolidation

The financial statements for the year ended 31 December 2024 incorporate the results of United Oil & Gas plc and entities controlled by the Company (its subsidiaries).  Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. 

 

All intra-Group transactions, balances, income and expenses are eliminated in full on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

Going Concern

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive Officers and Interim Chair's statement and the Strategic Report.

 

Monitoring and Forecasting Activities

United regularly monitors its cash flows, and liquidity through detailed forecasts. These include scenario and sensitivity analyses, which are reviewed by the Board and may impact the Group's future performance.

 

A base case scenario has been developed that includes budgeted commitments, an equity raise in Summer 2025, a Jamaican farmout covering some back costs and all forward current work program costs by November 2025, and the exercise of 48 million warrants in June 2025 and 300 million in December 2025.

 

The company currently has no revenue and is operating at an annual loss and shows a current net liability as at 31 December 2024. Its only funding options are through warrant exercises, a Jamaican farmout deal covering back and future work program costs, or equity financing.

 

Key Assumptions and Sensitivities

The key assumptions and related sensitivities include a "Reasonable Worst Case" ("RWC") sensitivity where the Board has considered a scenario with significant aggregated downside, including a delay in the farmout, delay in exercise of warrants and an equity raise.

Under the combined RWC, the Group forecasts there will be sufficient resources to continue in operational existence for the foreseeable future. The various assumptions considered were:

•     No Jamaican farmout within 12 months

·      No warrant exercises beyond 48 million in June 2025

·      Additional equity requirements

Despite these risks, the Group expects to maintain sufficient resources for ongoing operations.

 

While it is unlikely that all these downside events will occur simultaneously, the Group has identified mitigating actions. These include deferring some capital expenditure and some further reduction to the cost base which would reduce costs by 10%, and potentially raising equity, though success would depend on market conditions and cannot be guaranteed.

 

Based on past experience, the Directors believe an equity raise is likely to be successful.

 

According to current forecasts, the Group and Company are expected to meet all liabilities as they fall due.

 

The Directors also consider it reasonably likely that a Jamaican farmout will be achieved or, if necessary, that additional equity funding can be secured. However, neither outcome is guaranteed.

 

The Directors have considered the various matters set out above and have concluded that a material uncertainty exists that may cast significant doubt on the ability of the Group and Company to continue as a going concern and the Group and Company may therefore be unable to realise their assets or discharge their liabilities in the normal course of business.

 

Nevertheless, after making enquiries and considering the uncertainties described above, the Directors are of the view that the Group and Company will have sufficient cash resources available to meet their liabilities and continue in operational existence for at least 12 months from the date of approval of these 2024 financial statements.

 

On that basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustment that would result from the going concern basis of preparation as not appropriate to use.

 

New and amended International Financial Reporting Standards adopted by the Group

 

The Group has adopted the following standards, amendments to standards and interpretations which are effective for the first time this year.  The impact is shown below:

 

New/Revised International Financial Reporting Standards

Effective Date: Annual periods beginning on or after:

UKEB
adopted

Impact on
the Group

IAS 1

Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current

1 January 2024

Yes

Immaterial

IAS 7 & IFRS 7

Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements

1 January 2024

Yes

Immaterial

 

 

International Financial Reporting Standards in issue but not yet effective

 

At the date of authorisation of the consolidated financial statements, the IASB and IFRS Interpretations Committee have issued standards, interpretations and amendments which are applicable to the Group. For the next reporting period, applicable International Financial Reporting Standards will be those endorsed by the UK Endorsement Board (UKEB).

 

New / revised International Financial Reporting Standards which are not considered to potentially have a material impact on the Group's financial statements going forwards have been excluded from the above.

New/Revised International Financial Reporting Standards

Effective Date: Annual periods beginning on or after:

UKEB adopted

IAS 21

Lack of Exchangeability (Amendments to IAS 21)

1 January 2025

Yes


Annual Improvements to IFRS Accounting Standards-Volume 11

1 January 2026

Yes

IFRS 7 & 9

Amendments to the Classification and Measurement of Financial Instruments

1 January 2026

No

IFRS 18

Presentation and Disclosure in Financial Statements

1 January 2027

No

IFRS 19

Subsidiaries without Public Accountability: Disclosures

1 January 2027

No

 

Management anticipates that all relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. New standards, interpretations and amendments not listed above are not expected to have a material impact on the Group's financial statements.

 

1.      Discontinued operations

 

In November 2023, the Group made a decision to discontinue the Egypt operations.

 

The results of the discontinued operations, which have been included in the profit for the year, were as follows:

 


2024

2023

 

$

$




Revenue

-

11,603,378

Other revenue

-

2,208,157

Cost of sales

-

(7,618,685)

Administrative expenses

(269,505)

(371,049)

Impairment of exploration & producing assets

(219,209)

(23,249,658)

Release other Egypt working capital

-

3,178,065

Foreign exchange losses

(30,534)

(130,446)

Interest expense

-

(793)

Loss before tax

(519,248)

(14,381,031)

Attributable tax expense

-

(2,208,157)




Net loss attributable to discontinued operations

(519,248)

(16,589,188)

 

 

Assets and liabilities of Egypt have not been classified as held for sale due to their immaterial nature and because all short-term assets and liabilities are expected to be either settled or transferred to continuing Group operations. These are included in the respective Group assets and liabilities and are as follows:

 

 

 


2024

2023


$

$

Assets



Property, plant and equipment

-

6,309

Trade and other receivables

25,785

1,966,380

Cash

28,408

1,468,315

Total assets

54,193

3,441,004




Liabilities



Trade and other payables

(36,679)

(9,917)

Lease liability

-

(8,616)

Total liabilities

(36,679)

(18,533)




Net assets

17,514

3,422,471

 

 

 

 

2.      Segmental reporting

 

Operating segments

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources, assessing the performance of the operating segment and making strategic decision, has been identified as the Board of Directors.

 

The Group operates in four geographic areas - the UK, Europe and greater Mediterranean, Latin America and Egypt. The Group's revenue from external customers and information about its non-current assets (other than financial instruments, deferred tax assets and post-employment benefit assets) by geographical location are detailed below.

 

The below information relates to both continuing and discontinued operations. The Egypt column represents the discontinued operations.

 

2024

 

 

 

 

$

UK & EU

Latin America

 

Egypt

Total






Revenue

-

-

-

-

Other income

-

-

-

-






Non-current assets

588,907

6,824,991

-

7,413,898

 

 

 

2023

 

 

 

 

$

UK & EU

Latin America

 

Egypt

Total






Revenue

-

-

11,603,378

11,603,378

Other income

-

-

2,208,157

2,208,157






Non-current assets

559,663

5,659,747

6,309

6,225,719

 

 

 

 

 

3.    Operating Loss

 


2024

2023


$

$

Operating loss is stated after charging:



Depreciation:



-       Owned assets

4,191

3,520,382

-       Right of use leased assets

74,383

97,780

Amortisation

-

-

Share based payments

81,090

188,849

Reversal of lapsed unvested share-based payments

(96,116)

-

Foreign exchange losses

581,067

1,334,903

Fees payable to the Company's auditors for the audit of the annual financial statements

100,000

110,000

 

 

4.      Taxation


2024

2023


$

$




Loss before tax

(2,441,407)

(18,157,008)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.5%)

(610,352)

(4,266,897)

Tax effects of:



Foreign tax

-

2,208,157

Adjustments in respect of prior periods



Double tax relief

610,352

4,266,897




Corporation tax charge

-

2,208,157

 

The Group has accumulated tax losses of approximately $12m (2023: $24.7m), following close out of Egyptian operations which accounted for tax losses in the prior year No deferred tax asset was recognised in respect of these accumulated tax losses as there is insufficient evidence that the amount will be recovered in future years.

 

 

 

5.      Loss per share

 

The Group has issued share warrants and options over Ordinary shares which could potentially dilute basic earnings per share in the future.

 

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


There were 237,226,557
(2023: 60,070,869) share warrants and options outstanding at the end of the year that could potentially dilute basic earnings per share in the future.


 

 

Basic and diluted loss per share


2024

2023


Cents

Cents

 


 

 

Basic loss per share from continuing operations

(0.18)

(0.58)




Diluted loss per share from continuing operations

(0.18)

(0.58)




Basic loss per share from continuing & discontinued operations

(0.23)

(3.10)




Diluted loss per share from continuing & discontinued operations

(0.23)

(3.10)

                     

 

 

 

 

The loss and weighted average number of ordinary shares used in the calculation of loss per share from continuing operations are as follows:


2024

2023


$

$

Loss used in the calculation of basic and diluted loss per share from continuing operations

(1,922,159)

(3,775,978)

 

Loss used in the calculation of basic and diluted loss per share from continuing and discontinued operations

(2,441,407)

(20,365,166)

 

 

Number of shares

2024

2023


Number

Number


 

 

Weighted average number of ordinary shares for the purposes of basic loss per share

1,063,157,248

656,353,969

Dilutive shares

-

-

Weighted average number of ordinary shares for the purposes of diluted loss per share

1,063,157,248

656,353,969

 

 

6.      Intangible assets


 

Exploration and Evaluation assets

$

Computer software

$

 

Total

$

Cost

 

 



At 1 January 2023


10,741,649

10,817

10,752,466

Additions


1,280,665

-

1,280,665

Foreign exchange differences


74,386

366

74,752






At 31 December 2023


12,096,700

11,183

12,107,883

Additions


1,291,111

-

1,291,111

Foreign exchange differences


(16,197)

(629)

(16,669)






At 31 December 2024


13,371,614

10,554

13,382,168






Amortisation and impairment

 

 



At 1 January 2023


3,357,415

9,725

3,367,140

Charge for the year


-

-

-

Impairment


2,602,234

-

2,602,234

Foreign exchange differences


-

329

329






At 31 December 2023


5,959,649

10,054

5,969,703

Foreign exchange differences


-

(566)

(566)






At 31 December 2024


5,959,649

9,488

5,969,137






Net book value

 




At 31 December 2024

 

7,411,965

1,066

7,413,031


 



At 31 December 2023

 

6,137,051

1,129

6,138,180

 

At 31 December 2024 the group's E&E carrying values of $7.4m (2023: $6.1m) related to our high impact exploration activity in Jamaica of $6.8m, and the Waddock Cross development campaigns of $0.6m, respectively.

 

In Jamaica, the work program continues in parallel with the ongoing farmout activity which is seeking to bring in a partner before the end of the current licence period. The licence has recently been granted an extension by the Jamaican Government until January 2028. Currently the company has interested partners under a Non Disclosure Agreement (NDA). The Balance Sheet value of our Jamaican exploration asset was $6.8m at 31 Dec 2024  and given the permit for a drop core survey has recently been submitted. And given an ongoing work programme and active farmout process, no conditions currently exist that would result in the impairment of the carrying value of the asset.

 

In the UK Waddock Cross licence, the Operator, Egdon Resources Ltd announced last year the extension of the licence for 5 years until March 2029. Planning has been submitted for a redevelopment well as the operator progresses the drilling of the license.  As a result, and with an active work programme in place for 2025, the directors are of the view that all costs incurred on the licence are fully recoverable given the commercial viability of the development demonstrated by the operator. As a result, United continue to carry capitalised costs of $0.6m at the 31 December 2024 Balance sheet date, which includes a decommissioning asset recognised of $0.25m.

 

 

Management reviews the intangible exploration assets for indications of impairment at each balance sheet date based on IFRS 6 criteria such as where commercial reserves have not yet been established and the evaluation, exploration work is ongoing and a development plan has not been approved. As a result of these reviews the Directors believe no impairment indicators exist on the company's remaining exploration portfolio, and as a result carry intangibles at book value of $7.4m at 31 December 2024.

 

 

7.      Property, plant and equipment

 


 

Production assets

$

Computer equipment

$

Fixtures and fittings

$

Right of use asset

$

 

Total

$

Cost

 

 

 

 

 

 

At 1 January 2023


30,053,996

22,600

2,583

273,537

30,352,716

Additions


4,958,276

1,198

-

91,234

5,050,708

Foreign exchange differences


-

764

87

7,982

8,833








At 31 December 2023


35,012,272

24,562

2,670

372,753

35,412,257

Disposals


-

-

-

(353,888)

(353,888)

Foreign exchange differences


-

(1,382)

(150)

(18,865)

(20,397)








At 31 December 2024


35,012,272

23,180

2,520

-

35,037,972








Depreciation

 

 

 

 

 

 

At 1 January 2023


9,782,242

13,834

1,937

186,404

9,984,417

Charge for the year


3,514,760

4,967

656

97,780

3,618,163

Impairment


21,715,270

-

-

-

21,715,270

Foreign exchange differences


-

558

77

6,233

6,868








At 31 December 2023


35,012,272

19,359

2,670

290,417

35,324,718

Charge for the year


-

4,191

-

74,383

78,574

Disposals


-

-

-

(353,888)

(353,888)

Foreign exchange differences


-

(1,237)

(150)

(10,912)

(12,299)








At 31 December 2024


35,012,272

22,313

2,520

-

35,037,105








Net book value

 






At 31 December 2024

 

-

867

-

-

867


 






At 31 December 2023

 

-

5,203

-

82,336

87,539

 

 

In November 2023, the company agreed to the outline terms for selling the Abu Sennan concession in Egypt to the Operator. As a result, the company's current and prior year results for Egypt are presented as discontinued operations, as shown on the income statement and detailed in Note 1 of the accounts.

 

Due to the outlined sale terms and the anticipated default notice in January 2024 for the Abu Sennan concession, the directors decided to write down the capitalised tangible oil and gas assets at the end of 2023, resulting in a $21.7 million write-down.

 


 

8.      Trade and other receivables

 

 

2024

2023


$

$




Trade receivables

25,785

873,165

Prepayments

-

7,174

Contract assets

-

1,093,215

Other tax receivables

35,172

38,704

Other receivables

6,771

-





67,728

2,012,258

 

The Directors consider that the carrying values of trade and other receivables are approximate to their fair values.

 

No expected credit losses exist in relation to the Group's receivables as at 31 December 2024 (2023: $nil).

 

 

 

9.      Cash and cash equivalents

 

 

2024

2023


$

$




Cash at bank (GBP)

370,843

18,438

Cash at bank (EUR)

117,612

109,854

Cash at bank (USD)

286,521

608,679

Cash at bank (EGY)

312

1,255,525





775,288

1,992,496

 

At 31 December 2024 and 2023 all significant cash and cash equivalents were deposited in creditworthy financial institutions in UK, Ireland and Egypt.

 

 

 

10.   Share capital, share premium and merger reserve

 

          Allotted, issued, and fully paid:

 

 

 

 

 

2024

 

 

 

Share capital

Share premium

 

 

No

$

$

Ordinary shares of £0.01 each





At 1 January 2024


656,353,969

8,839,679

16,798,823






Share split:





Deferred A shares of £0.00999 each


656,353,969

8,830,840

16,782,024

Ordinary shares of £0.00001 each


656,353,969

8,839

16,799






Allotments:





Ordinary shares of £0.00001 each - issued for cash


885,000,000

11,226

1,745,199

Share issue expenses


-

-

(103,929)






Total at 31 December 2024:





Deferred A shares of £0.00999 each


656,353,969

8,830,840

16,782,024

Ordinary shares of £0.00001 each


1,541,353,969

20,065

1,658,069









8,850,905

18,440,093






 

 

 

 

 

2023

 

 

 

Share capital

Share premium

 

 

No

$

$

Ordinary shares of £0.01 each





At 1 January 2023


656,353,969

8,839,679

16,798,823






At 31 December 2023


656,353,969

8,839,679

16,798,823






As regards income and capital distributions, all categories of shares rank pari passu as if the same constituted one class of share.

 

During 2024, the company undertook two equity placings. The first placing was in March 2024, when the Company raised £1m gross through the issuance of 500,000,000 ordinary shares of £0.00001 each at £0.002 per share and 1 warrant of £0.0028 for every three placing shares issued. This was followed by a further equity raise in December 2024, where the company announced that it was raising £0.7m gross. The company issued 385,000,000 ordinary shares of £0.00001 at £0.001 per share from the authorisation the company had in place. The balance of the raise was subject to a General Meeting which approved the remaining placing shares and associated warrants on the 8th January 2025 with all resolutions being passed.

 

 

11.   Trade and other payables

 

 

2024

2023


$

$




Trade payables

576,591

458,509

Other payables

1,068,534

1,257,326

Deferred shares (note 17)

40,476

40,476

Accruals

172,670

144,463





1,858,271

1,900,774

 

 

12.   Events after the balance sheet date

 

·      In January 2025, United concluded the EGM for the equity placing initiated in December 2024. All resolutions were passed, enabling the equity placing and warrant issuance to proceed. Following the EGM, the Chairman resigned, and Brian Larkin was appointed Interim Chairman until a permanent replacement is found.

 

·      During January 2025, we settled residual amount due to Rockhopper on the Egypt acquisition by issuing c. 59m shares.

 

·      In Jamaica, we secured an early two-year extension to our licence during March 2025, extending its term to 31 January 2028.

 

•    In May 2025, we raised £140,000 through a placing with an existing shareholder.

 

•     During May and June 2025, 48m warrants were exercised.

 

 

General Information

The financial information set out above for the years ended 31 December 2024 and 31 December 2023 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006 but is derived from those accounts.  A copy of the statutory accounts for 2023 has been delivered to the Registrar of Companies and those for 2024 will be delivered to the Registrar of Companies following approval by shareholders at the Annual General Meeting. The full audited financial statements for the years end 31 December 2024 and 31 December 2023 comply with IFRS.

 

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