RNS Number : 3768B
Zephyr Energy PLC
30 September 2025
 

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

 

30 September 2025

 

Zephyr Energy plc

("Zephyr", the "Company", or the "Group")

 

Interim results for the six months ended 30 June 2025

 

Colin Harrington, Chief Executive of Zephyr, said:

 

 

 

Contacts

 

Zephyr Energy plc

Colin Harrington (CEO)

Chris Eadie (Group Finance Director and Company Secretary)

 

 Tel: +44 (0)20 3475 4389

Allenby Capital Limited - AIM Nominated Adviser

Jeremy Porter / Vivek Bhardwaj

 

 Tel: +44 (0)20 3328 5656

 

Turner Pope Investments - Joint Broker

James Pope / Andy Thacker

 

 Tel: +44 (0)20 3657 0050

 

Canaccord Genuity Limited - Joint Broker

Henry Fitzgerald-O'Connor / Charlie Hammond

 

Tel: +44 (0)20 7523 8000

 

Celicourt Communications - Public Relations

Mark Antelme / Ali AlQahtani

Tel: +44 (0) 20 7770 6424

 

Qualified Person

 

Notes to Editors

 

 

ZEPHYR ENERGY PLC

INTERIM REPORT FOR THE SIX MONTHS TO 30 JUNE 2025

 

The Board is pleased to present Zephyr's unaudited interim report for the six-month period to 30 June 2025.

 

REVIEW OF ACTIVITIES

 

OVERVIEW

 

Following the analysis of the data from the State 36-2R well production test, management applied the results to a conceptual full field development plan to better understand the potential resource range of the Cane Creek reservoir (under the current 3D seismic coverage).

This conceptual development plan suggests the potential for a further 20 Cane Creek reservoir horizontal wells (plus the previously drilled State 16-2 LN-CC and State 36-2 wells), with preliminary management estimates of gross ultimate recoverable gas in a low-mid-high scenario range of recoverable condensate as set out in the table below.

 

Estimated Ultimate Recovery

LOW

MID

HIGH

Gross Recoverable Gas (BCF)

174.0

341.0

501.0

Gross Recoverable Condensate (MMBC)

          3.5

  15.7

         29.0

Total Gross equivalent (MMBOE)

        32.5

  72.5

        112.5

Estimated Ultimate Recovery

LOW

MID

HIGH

Net Recoverable Gas (BCF)

137.0

271.0

399.0

Net Recoverable Condensate (MMBC)

    2.7

  12.5

  23.1

Total Net equivalent (MMBOE)

       25.6

 57.7

  89.5

·    A new CPR to be delivered by Sproule imminently;

·    Structured engagement with potential farm-in, strategic and investment partners to help fund and accelerate a larger scale Paradox project drilling programme;

·    Completion of gas marketing agreements and improvements to the gas processing plant infrastructure;

·    Completion of contracts with the owner of the operational 16-inch pipeline which runs adjacent to our gas plant, regarding the terms and timetable for the transportation of gas produced from the Paradox project;

·    Continued leasing of additional nearby acreage;

·    Acceleration of legacy workovers on existing 28-11 and 16-2 wells to bring online additional production at reduced cost; and

·    Testing of overlying reservoirs (potentially using an existing vertical wellbore).

 

WILLISTON PROJECT

 

Overview

 

·    H1 2025 revenue, net to Zephyr, totalled US$6.3 million (H1 2024: US$13.6 million). The decline in revenue compared to H1 2024 was primarily due to the following factors;

Lower commodity prices in H1 2025 compared to H1 2024.

Impact of the temporary shut-in of the six wells operated by Slawson Exploration (the "Slawson wells") during the period. In H1 2025 sales volumes from the Slawson wells averaged 142 boepd compared to 299 boepd in H1 2024. Management believes that the production impacts on the Slawson wells will be temporary and that the overall performance from the wells will meet expectations over the long-term (see further information below).

Standard / expected decline in the non-operated portfolio.

H1 2025 revenue does not include June revenue from the Acquisition, which had an effective date of 1 June 2025, and which will be included in the 2025 full year results.

·    H1 2025 sales volumes averaged 684 boepd (H1 2024: 1,240 boepd) for a total of 123,798 boe, net to Zephyr, during the period (H1 2024: 225,622 boe);

Production in the second quarter of 2025 ("Q2") averaged 632 boepd, net to Zephyr, versus an average production in the first quarter of 2025 ("Q1") of 755 boepd, net to Zephyr.

H1 2025 production does not include June production from the Acquisition, which had an effective date of 1 June 2025, and which will be included in the 2025 full year results.

·    H1 2025 gross profit (including operating and transportation expenses, production taxes and realised gains from hedging contracts, and excluding DD&A) was US$3.1 million.

·    Revenue and production are expected to increase in the second half of 2025 ("H2 2025") due to the impact of the Acquisition and due to the Slawson wells potentially coming back online.

 

In December 2022, Zephyr announced the acquisition of working interests in six Slawson wells (equivalent to 1.1 total wells). Zephyr's working interest in the six Slawson wells ranges from 11% to 32% and management estimates 2P Reserves acquired were circa 550,000 boe, net to Zephyr.

 

The wells initially came online in November 2023, although production from the Slawson wells has been sporadically curtailed at various times due to adverse weather conditions, infrastructure constraints and / or low commodity prices.

 

During Q2 2025, production from the Slawson wells continued to be constrained, at the discretion of Slawson, due to low commodity prices. Overall production from the Slawson wells in H1 2025 was 141 boepd versus management's forecast of 214 boepd.

 

While the limited production from the Slawson wells did impact sales volumes in H1 2025, management believes that the production impacts will be temporary and that the overall performance from the wells will meet expectations over the long-term.

 

 

Completed acquisition

 

Hedging

 

In H1 2025 the Company hedged 40,000 barrels of oil.

·    34,000 barrels of oil were hedged at a weighted-average price of US$69.06 per barrel of oil. 

·    6,000 barrels of oil were hedged by way of financial collar options which enabled the Company to lock-in a minimum price for these barrels of oil. These collar options gave the Company a weighted average floor price of US$63 per barrel of oil and a weighted average ceiling price of US$69.92 per barrel of oil.

 

The Company will continue to evaluate its commodity price risk management strategy on a regular basis.

 

FINANCIAL REVIEW

 

The unaudited financial information is reported in United States Dollars ("US$").

 

Income Statement

 

·    The Company reports revenue for H1 2025 of US$6.3 million, net to Zephyr, (H1 2024: US$13.6 million). Revenue relates to the Company's hydrocarbon production from the non-operated Williston project. The decrease in revenue from H1 2024 was primarily due to the following factors;

Lower commodity prices in H1 2025 compared to H1 2024.

Impact of the temporary shut-in of the six wells operated by Slawson Exploration (the "Slawson wells") during the period. In H1 2025 sales volumes from the Slawson wells averaged 142 boepd compared to 299 boepd in H1 2024.

Standard / expected decline in the non-operated portfolio.

·    Revenue in H2 2025 is expected to increase due to the impact of the acquisition which is expected to add circa US$4 million of operating income in the first 12 months (following its 1 June 2025 effective date), and with the Slawson wells potentially coming back online.

·    H1 2025 gross profit (including operating and transportation expenses, production taxes and realised gains from hedging contracts, and excluding DD&A) was US$3.1 million (H1 2024: US$10 million).

·    H1 2025 net loss after tax was US$13 million or a loss of 0.74 cents per Ordinary Share (H1 2024: net loss after tax of US$3 million or a loss of 0.18 cents per Ordinary Share). Included in the H1 2025 net loss after tax of US$13 million are the following US$11.8 million non-cash accounting adjustments;

a foreign exchange charge of US$5.8 million relating to the retranslation of the Company's intercompany loans. The charge arises due to the strengthening of sterling against the US dollar during the period.

a DD&A charge of US$6 million (H1 2024: US$5.4 million) related to the asset depletion of the Williston project.

·    Administrative expenses in H1 2025 were US$2.9 million (H1 2024: US$2.9 million). Administrative expenses are in line with those in H1 2024. Costs continue to be closely controlled and monitored regularly by executive management and cash management is a continuing priority of the Board.

 

Balance Sheet

 

·    Exploration and evaluation assets at 30 June 2025 were US$56.5 million (30 June 2024: US$52.2 million) reflecting the Company's ongoing investment into the Paradox project.

·    Property and equipment assets at 30 June 2025 were US$21.3 million (30 June 2024: US$45.8 million) which reflects the Company's ongoing investment in its non-operated portfolio of oil and gas properties offset by non-cash impairment and depletion charges. The Company recognised a non-cash IAS 36 accounting impairment of US$14.5 million on the non-operated portfolio at 31 December 2024.

·    Cash and cash equivalents at 30 June 2025 were US$5.8 million (30 June 2024: US$1.1 million). In addition, the Company received further gross cash proceeds of US$7 million (£5.2 million) in July 2025 following the completion of its fundraise (as outlined below).

·    The Company's gross borrowings on 30 June 2025 were US$23.4 million (30 June 2024: US$29.2 million). During H1 2025 the Company met all its funding obligations in respect of the outstanding borrowings.

·    On 23 September 2025, the Group's debt provider, First International Bank and Trust ("FIBT") completed its valuation of the Company's non-operated portfolio which reaffirmed the Group's borrowing base of US$22.1 million.

 

CORPORATE

 

·    On 25 June 2025, the Company announced that it has raised approximately US$13.5 million (£9.8 million) (before expenses) through the placing of 326,666,667 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") to new and existing institutional and professional investors at an issue price of 3 pence per new Ordinary Share (the "issue price"). In addition, certain Directors, management and their affiliates subscribed for 23,333,333 new Ordinary Shares at the issue price raising a further approximately US$0.9 million (£0.7 million) for the Company.

On 27 June 2025, the Company issued 175,071,902 new Ordinary Shares at a price of 3 pence per new Ordinary Share, raising gross proceeds of approximately US$7.2 million (£5.3 million).

The remaining 174,928,098 new Ordinary Shares (including those subscribed for by Directors, management and their affiliates) were issued by the Company on 15 July 2025 at a price of 3 pence per new Ordinary Share, raising gross proceeds of approximately US$7 million (£5.2 million).

 

OUTLOOK

 

 

 

 

Unaudited

six months

ended 30 June

Unaudited

six months

 ended 30 June

Audited

year ended

31 December

 

2025

2024

2024

Notes

US$'000

US$'000

US$'000





Revenue


6,255

13,591

24,279






Operating and transportation expenses


(2,685)

(2,622)

(5,809)

Production taxes


(477)

(1,110)

(2,046)

Depreciation, depletion and amortisation


(6,016)

(5,364)

(9,241)

Gain/(loss) on derivative contracts

3

215

(101)

14


                

                

                

Gross (loss)/profit


(2,708)

4,394

7,197






Administrative expenses


(2,919)

(2,897)

(5,976)

Allowance for expected credit losses


-

-

(1,226)

Impairment of property and equipment


-

-

(14,541)

Share-based payments


(243)

(3,157)

(3,129)


(5,803)

360

1,007

Finance income


3

1

2

Finance costs


(1,338)

(1,764)

(3,303)


                

                

                

Loss on ordinary activities before taxation


(13,008)

(3,063)

(19,969)





Taxation credit


-

51

395


                

                

                

Loss for the period attributable to owners of the parent company

 

 

 

(13,008)

 

(3,012)

 

(19,574)

                

                

                 





Loss per Ordinary Share





Basic and diluted, cents per share

4

(0.74)

(0.18)

(1.13)


                

                

                

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



Unaudited

six months

ended 30 June

Unaudited

six months

ended 30 June

Audited

year ended

31 December



2025

 2024

2024



US$'000

US$'000

US$'000






 

Loss for the period attributable to owners of the parent company


 

(13,008)

 

(3,012)

 

(19,574)

 





 

Other comprehensive income/(loss)

Items that may be subsequently reclassified to profit or loss





 

Foreign currency translation differences on foreign operations


5,739

(358)

(1,007)

 


                

                

                

 

Total comprehensive loss for the period attributable to owners of the parent company


 

(7,269)

 

(3,370)

 

(20,581)

 

                

                

                

 


ZEPHYR ENERGY PLC

CONDENSED CONSOLIDATED BALANCE SHEET

Unaudited

as at

 30 June

Unaudited

as at

 30 June

Audited

 as at

31 December

 

2025

2024

2024

Notes

US$'000

US$'000

US$'000





Non-current assets





Exploration and evaluation assets

5

56,538

52,189

53,236

Property and equipment

6

21,306

45,790

27,292


                

                

                


77,844

97,979

80,528


                

                

                

 Current assets





Trade and other receivables


1,860

11,507

2,676

Cash and cash equivalents


5,814

1,093

10,267

Derivative contracts


97

83

3


                

                

                


7,771

12,683

12,946


                

                

                

Total assets


85,615

110,662

93,474


                

                

                

Current liabilities





Trade and other payables


(7,236)

(7,576)

(4,383)

Advance from joint operator


-

-

(7,394)

Borrowings

7

(20,357)

(20,709)

(20,933)

Lease liabilities


(24)

(39)

(31)

Derivative contracts


-

(54)

(86)

Provisions


(562)

-

(549)


                

                

                

 


(28,179)

(28,378)

(33,376)


                

                

                

Non-current liabilities





Borrowings

7

(3,054)

(8,460)

(5,384)

Lease liabilities


(4)

(11)

(17)

Deferred tax


-

(344)

(395)

Provisions


(3,511)

(5,084)

(3,560)


                

                

                

 


(6,569)

(13,899)

(8,961)


                

                

                

Total liabilities


(34,748)

(42,277)

(42,337)


                

                

                

Net assets


50,867

68,385

51,137

 


                

                

                





Equity





Share capital

8

42,889

42,648

42,649

Share premium account


81,308

75,292

74,792

Warrant reserve


1,887

1,557

1,887

Share-based payment reserve


5,710

6,489

5,665

Cumulative translation reserves


(8,480)

(13,570)

(14,219)

Accumulated deficit


(72,447)

(44,031)

(59,637)


                

                

                

Equity attributable to owners of the parent company


 

50,867

 

68,385

 

51,137


                

                

                








ZEPHYR ENERGY PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

Share capital

 

Share premium account

 

 

Warrant reserve

 

Share-based payment reserve

 

Cumulative translation reserve

 

 

Accumulated deficit

 

 

 

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

As at 1 January 2025

42,649

74,792

1,887

5,665

(14,219)

(59,637)

51,137

Transactions with owners in their capacity as owners:








Issue of equity shares

240

6,959

-

-

-

-

7,199

Expenses of issue of equity shares

-

(443)

-

-

-

-

(443)

Share-based payments

-

-

-

243

-

-

243

Transfer to accumulated deficit in respect of expired options

 

 

 

-

 

 

 

-

 

 

 

-

(198)

 

 

 

-

198

 

 

 

-

 

 

 

 

 

 

 

 

Total transactions with owners in their capacity as owners

240

6,516

 

 

-

45

-

198

6,999

 

 

 

 

 

 

 

 









Loss for the period

-

-

-

-

-

(13,008)

(13,008)

Other comprehensive income:








Currency translation differences

 

-

 

-

 

-

 

-

5,739

 

-

5,739

 

 

 

 

 

 

 

 

Total other comprehensive income for the period

 

 

-

 

 

-

 

 

-

 

 

-

5,739

 

 

-

5,739

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

-

 

-

 

-

 

-

5,739

(13,008)

(7,269)

 

 

 

 

 

 

 

 

As at 30 June 2025

42,889

81,308

1,887

5,710

(8,480)

(72,447)

50,867


 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

Share capital

 

Share premium account

 

 

Warrant reserve

 

Share-based payment reserve

 

Cumulative translation reserve

 

 

Accumulated deficit

 

 

 

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

As at 1 January 2024

42,568

71,735

1,557

3,270

(13,212)

(41,217)

64,701

Transactions with owners in their capacity as owners:








Issue of equity shares

81

3,816

-

-

-

-

3,897

Grant of warrants

-

(49)

-

49

-

-

-

Exercise of warrants

-

-

-

(3)

-

3

-

Expenses of issue of equity shares

 

-

 

(380)

 

-

 

371

 

-

 

-

 

(9)

Warrant exercise extension

 

-

 

(330)

 

330

 

-

 

-

 

-

 

-

Share-based payments

-

-

-

3,129

-

-

3,129

Transfer to accumulated deficit in respect of expired options

 

 

-

 

 

-

 

 

-

 

 

(1,151)

 

 

-

 

 

1,151

 

 

-

 

 

 

 

 

 

 

 

Total transactions with owners in their capacity as owners

81

 

 

3,057

330

2,395

 

 

-

1,154

7,017

 

 

 

 

 

 

 

 









Loss for the year

-

-

-

-

-

(19,574)

(19,574)

Other comprehensive loss:








Currency translation differences

 

-

 

-

 

-

 

-

(1,007)

 

-

(1,007)

 

 

 

 

 

 

 

 

Total other comprehensive loss for the year

 

-

 

-

 

-

 

-

(1,007)

 

-

(1,007)

 

 

 

 

 

 

 

 

Total comprehensive loss for the year

 

-

 

-

 

-

 

-

(1,007)

 

(19,574)

(20,581)

 

 

 

 

 

 

 

 

As at 31 December 2024

42,649

74,792

1,887

5,665

 (14,219)

 (59,637)

51,137


 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

Share premium account

 

 

Warrant reserve

 

Share-based payment reserve

 

Cumulative translation reserve

 

 

Accumulated deficit

 

 

 

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

As at 1 January 2024

42,568

71,735

3,270

(13,212)

(13,212)

(41,217)

64,701

Transactions with owners in their capacity as owners:








Issue of equity shares

80

3,817

-

-

-

-

3,897

Expenses of issue of equity shares

 

-

 

(49)

 

-

 

49

 

-

 

-

 

-

Warrant exercise extension

 

-

 

(211)

 

-

 

211

 

-

 

-

 

-

Share-based payments

-

-

-

3,157

-

-

3,157

Transfer to accumulated deficit in respect of lapsed options

 

 

-

 

 

-

 

 

-

 

 

(88)

 

 

-

 

 

88

 

 

-

Transfer to accumulated deficit in respect of expired options

 

 

-

 

 

-

 

 

-

 

 

(107)

 

 

-

 

 

107

 

 

-

Transfer to accumulated deficit in respect of exercised warrants

 

 

-

 

 

-

 

 

-

 

 

(3)

 

 

-

 

 

3

 

 

-

 

 

 

 

 

 

 

 

Total transactions with owners in their capacity as owners

 

 

80

 

 

3,557

 

 

-

 

 

3,219

 

 

-

 

 

198

 

 

7,054

 

 

 

 

 

 

 

 









Loss for the period

-

-

-

-

-

(3,012)

(3,012)

Other comprehensive loss:








Currency translation differences

 

-

 

-

 

-

 

-

(358)

 

-

(358)

 

 

 

 

 

 

 

 

Total other comprehensive loss for the period

 

 

-

 

 

-

 

 

-

 

 

-

(358)

 

 

-

(358)

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

-

 

-

 

-

 

-

 

(358)

 

(3,012)

 

(3,370)

 

 

 

 

 

 

 

 

As at 30 June 2024

42,648

75,292

1,557

6,489

(13,570)

(44,031)

68,385


 

 

 

 

 

 

 

 

 

Unaudited

six months

 ended 30 June

Unaudited

six months

 ended 30 June

Audited

year ended

31 December

 

 

 

2025

2024

2024

 

 

 

US$'000

US$'000

US$'000

 

Operating activities




Loss on ordinary activities before taxation

(13,008)

(3,063)

(19,969)

Adjustments for:




Allowance for expected credit losses

-

-

1,226

Impairment of property and equipment

-

-

14,541

Finance income

(3)

(1)

(2)

Finance costs

1,338

1,764

3,303

Depreciation and depletion of property and equipment

6,045

5,384

9,292

Share-based payments

243

3,157

3,129

Unrealised foreign exchange losses/(gains)

5,744

(358)

(1,006)

 



                

                

                

 


Operating cash inflow before movements in working capital

359

6,883

10,514

Decrease/(increase) in trade and other receivables

633

(633)

1,315

Unrealised (gain)/loss on derivative contracts

(180)

249

362

Increase/(decrease) in trade and other payables

1,361

(356)

788

 



                

                

                

 

Cash generated from operations

2,173

6,143

12,979

Income tax paid

-

-

-

 



                

                

                

 

Net cash generated from operating activities

2,173

6,143

12,979

 


                

                

                

 

Investing activities




Additions to exploration and evaluation assets

(440)

(9,525)

(12,768)

Additions to oil and gas properties

(1,552)

(389)

(962)

Increase/(decrease) in capital expenditure related payables

2

966

(3,367)

Insurance proceeds received in respect of exploration and evaluation assets

 

182

 

4,256

 

11,420

Grant funds received in respect of exploration and evaluation assets

 

-

 

-

 

250

Interest received

3

1

2

 



                

                

                

 

Net cash used in investing activities

(1,805)

(4,691)

(5,425)

 


                

                

                

 

Financing activities 




Net proceeds from issue of shares

6,756

10

1

Net (use of advance)/advance from joint operator

(7,394)

-

7,394

Proceeds from borrowings

-

5,600

5,600

Repayment of borrowings

(2,970)

(7,915)

(9,958)

Repayment of lease liabilities

(19)

(17)

(65)

Interest and fees paid on borrowings

(1,185)

(1,646)

(3,868)

Interest paid on leases

(3)

(2)

(2)

 



                

                

                

 

Net cash used in financing activities

(4,815)

(3,970)

(898)

 


                

                

                

 

Net (decrease)/increase in cash and cash equivalents

(4,447)

(2,518)

6,656

Cash and cash equivalents at beginning of period

10,267

3,611

3,611


Effect of foreign exchange rate changes

(6)

-

-

 



                

                

                

 

 

Cash and cash equivalents at end of period

5,814

1,093

10,267

 


                

                

                

 









1.  ACCOUNTING POLICIES  

Basis of preparation

This report was approved by the Directors on 29 September 2025.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standard 34 Interim financial reporting and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The condensed consolidated interim financial statements are presented in United States Dollar ("US$"). All amounts have been rounded to the nearest thousand unless otherwise indicated.

The Company is domiciled and incorporated in England and Wales under the Companies Act 2006. The Company's shares are admitted to trading on the AIM market in the UK and the OTCQB Venture Market ("OTCQB") in the U.S.

The current and comparative periods to June have been prepared using the accounting policies and practices consistent with those adopted in the annual financial statements for the year ended 31 December 2024, and with those expected to be adopted in the Group's financial statements for the year ending 31 December 2025.

Comparative figures for the year ended 31 December 2024 have been extracted from the statutory financial statements for that period which carried an unqualified audit report, did not contain a statement under section 498(2) or (3) of the Companies Act 2006 and have been delivered to the Registrar of Companies.

The financial information contained in this report is unaudited and does not constitute statutory financial statements as defined by section 434 of the Companies Act 2006, and should be read in conjunction with the Group's financial statements for the year ended 31 December 2024. This report has not been audited or reviewed by the Group's auditors.

During the first six months of the current financial year there have been no related party transactions that materially affect the financial position or performance of the Group and there have been no changes in the related party transactions described in the last annual financial report.

Having considered the Group's current cash forecast and projections, the Directors have a reasonable expectation that the Company and the Group have, or have access to, sufficient resources to continue operating for at least the next 12 months. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

The principal risks and uncertainties of the Group have not changed since the publication of the last annual financial report where a detailed explanation of such risks and uncertainties can be found.

2.  DIVIDENDS

The Directors do not recommend the payment of a dividend for the period.

3. GAIN/(LOSS) ON DERIVATIVE CONTRACTS

During the period, the Group entered into hedging transactions to mitigate its exposure to fluctuations in commodity prices. The net change in these contracts resulted in a realised net gain of US$0.03 million (30 June 2024: net gain of US$0.1 million, 31 December 2024: net gain of US$0.4 million) and an unrealised net gain of US$0.2 million (30 June 2024: net loss of US$0.2 million, 31 December 2024: net loss of US$0.4 million) for the period to 30 June 2025.

4.  LOSS PER ORDINARY SHARE

Basic loss per Ordinary Share is calculated by dividing the net loss for the period by the weighted average number of Ordinary Shares in issue during the period. Diluted loss per Ordinary Share is calculated by dividing the net loss for the period by the weighted average number of Ordinary Shares in issue during the period, adjusted for the dilutive effect of potential Ordinary Shares arising from the Company's share options and warrants.

The calculation of the basic and diluted loss per Ordinary Share is based on the following data:

 

 

 

 

 

 

Unaudited

six months

 ended 30 June

2025

US$'000

Unaudited

six months

ended 30 June

2024

US$'000

Audited

year ended

31 December

2024

US$'000

Losses







Losses for the purpose of basic and diluted loss per Ordinary Share being net loss for the period

 

 

 

 

 

 

 

 

(13,008) 

 

 

(3,012) 

 

 

(19,574)





 

 

            

 

         

    

 

 

 

Number

'000

Number

'000

Number

'000

Number of shares







Weighted average number of shares for the purpose of basic and diluted loss per Ordinary Share

 

 

 

 

 

 

 

 

1,754,588 

 

 

1,705,299 

 

 

1,728,196





 

   

   

Loss per Ordinary Share







Basic and diluted, cents per share




(0.74)

(0.18)

(1.13)





 

 

            











Due to the losses incurred in the periods reported there is no dilutive effect from the existing share options or warrants.

5.  EXPLORATION AND EVALUATION ASSETS

 



US$'000

Cost





At 1 January 2024



49,941


Additions



12,768


Decommissioning - change in estimates



(472)


Insurance proceeds



(8,751)


Grant funds



(250)





                     


At 31 December 2024



53,236


Additions



3,385


Decommissioning - change in estimates



(83)





                     


At 30 June 2025



56,538





                     

Carrying amount





At 30 June 2025



56,538





                     


At 31 December 2024



53,236





                     

STATE 36-2R WELL JOINT OPERATION

On 17 December 2024, the Group entered into an agreement with a U.S. based industry investor to fund all expected drilling, completion and operating costs of the State 36-2R well.

Under the terms of the agreement, the advance from the investor of US$7.5 million was fully utilised for the lateral extension of the well during the period to 30 June 2025.

 

6.  PROPERTY AND EQUIPMENT

 

Oil and gas properties

US$'000

Office equipment

US$'000

Right-of-use assets

US$'000

 

Total

US$'000

 

 

 

Cost






 

At 1 January 2024

74,359

25

77

74,461


 

Additions

1,336

-

43

1,379


 

Disposals

(612)

-

-

(612)


 

Decommissioning - change in estimates

(715)

-

-

(715)


 

Exchange differences

-

-

(1)

(1)


 



                     

                     

                     

                     

 

At 31 December 2024

74,368

25

119

74,512


 

Additions

111

-

-

111


 

Decommissioning - change in estimates

(53)

-

-

(53)


 

Exchange differences

-

2

7

9


 



                     

                     

                    

                     

 

At 30 June 2025

74,426

27

126

74,579


 



                     

                     

                    

                     

 

Accumulated depreciation, depletion and amortisation






 

At 1 January 2024

23,579

21

21

23,621


Charge for the period

9,241

2

49

9,292


Disposals

(233)

-

-

(233)


Exchange differences

-

-

(1)

(1)




                     

                     

                     

                     

 

At 31 December 2024

32,587

23

69

32,679


Charge for the period

6,016

1

28

6,045


Exchange differences

-

2

6

8




                     

                     

                     

                     

 

At 30 June 2025

38,603

26

103

38,732




                    

                     

                     

                     

 

Impairment





 

At 1 January 2024

-

-

-

-

 

Charge for the period

14,541

-

-

14,541

 


                    

                     

                     

                     

 

At 31 December 2024

14,541

-

-

14,541

 

Charge for the period

-

-

-

-

 


                    

                     

                     

                     

 

At 30 June 2025

14,541

-

-

14,541

 



                    

                     

                     

                     

 

 





 

Carrying amount






 

At 30 June 2025

21,282

1

23

21,306


 



                     

                     

                     

                     

 

At 31 December 2024

27,240

2

50

27,292


 



                     

                     

                    

                     

 











 

7.  BORROWINGS

 

 

 

 

 

 

Unaudited

six months

 ended 30 June

2025

US$'000

Unaudited

six months

ended 30 June

2024

US$'000

Audited

year ended

31 December

2024

US$'000






Term loans


8,411

14,187

11,317

Revolving credit


15,000

14,981

15,000


                     

                   

                     

 


23,411

29,168

26,317


                     

                   

                   






Maturity analysis





Less than 6 months


19,160

18,954

4,151

6 months to 1 year


2,550

3,397

19,148

1 year to 2 years


1,709

5,953

3,403

2 years to 5 years


1,709

3,418

2,563



                     

                     

                     

 


25,128

31,722

29,265




                     

                     

                     











FIRST INTERNATIONAL BANK AND TRUST ("FIBT")

On 16 February 2022, the Group entered into credit facility agreements with FIBT through its U.S. subsidiaries. Under the terms of the agreements the Group received a term loan ("first term loan") of US$18 million, and a 12-month revolving credit facility of US$10 million.

FIBT has a lien on the assets of the Group's U.S. subsidiaries, Zephyr Bakken LLC and Rose Petroleum (Utah) LLC.

Term loans

The first term loan is repayable by 48 monthly instalments and incurs interest at a rate of 6.74% per annum

On 19 June 2024, the Group entered into a new facility agreement with FIBT. Under the terms of the agreement, the Group received a new term loan ("second term loan"), of US$5.6 million. The second term loan is repayable by 48 monthly instalments and carries interest at a fixed rate of 10% per annum.

Revolving credit facility

The revolving credit facility has a standard redetermination every six months.

In October 2023, the repayment term of the revolving credit facility was extended to 16 October 2024, and the interest charge was adjusted to a variable rate equal to the Wall Street Prime Rate plus 2.5% subject to a minimum rate of 6.74% per annum.

In October 2024, the repayment term of the revolving credit facility was further extended to 16 December 2025, and the interest charge was adjusted to a fixed rate of 10% per annum.

At 30 June 2025, the Group had drawn US$15 million in respect of the facility.

Under the terms of the FIBT agreements, the credit facilities are subject to a financial covenant which is a debt service coverage ("DSC") ratio, measured annually as of 31 December. The Group has always been compliant with the DSC covenant.

In September 2025, FIBT completed its valuation of the Group's non-operated portfolio which reaffirmed the Group's current borrowing base.

 

8.  SHARE CAPITAL

Unaudited

as at

 30 June

Unaudited

as at

 30 June

Audited

 as at

31 December

 

 

2025

2024

2024

 

 

Number

'000

Number

'000

Number

'000

 

 




 

Authorised




 

Ordinary Shares of 0.1p each

7,779,297

7,779,297

7,779,297

 

Deferred Shares of 9.9p each

227,753

227,753

227,753

 



                     

                     

                     

 

8,007,050

8,007,050

8,007,050

 



                     

                     

                     






Unaudited

as at

 30 June

Unaudited

as at

 30 June

Audited

 as at

31 December

 

 

2025

2024

2024

 

 

US$'000

 

US$'000

 

US$'000

 

 

Allotted, issued and fully paid




 

1,925,790,921 Ordinary Shares of 0.1p each (30 June 2024: 1,750,719,019: 31 December 2024: 1,750,719,019)

2,584

2,343

2,344

 

227,752,817 Deferred Shares of 9.9p each

40,305

40,305

40,305

 



                     

                     

                     

 

42,889

42,648

42,649

 



                     

                     

                     









The Deferred Shares are not listed on the AIM Market, do not give the holders any right to receive notice of, or to attend or vote at, any General Meetings, have no entitlement to receive a dividend or other distribution or any entitlement to receive a repayment of nominal amount paid up on a return of assets on winding up nor to receive or participate in any property or assets of the Company. The Company may, at its option, at any time redeem all of the Deferred Shares then in issue at a price not exceeding £0.01 from all shareholders upon giving not less than 28 days' notice in writing.

ISSUED ORDINARY SHARE CAPITAL

On 9 May 2024, the Company issued 64,045,768 Ordinary Shares of 0.1 pence each at a price of 4.85 pence per Ordinary Share, in settlement of US$3.88 million of its outstanding loan facility with SGRI. See note 7.

On 16 May 2024, the Company issued 171,429 Ordinary Shares of 0.1 pence each in respect of the exercise of warrants, at a price of 4.375 pence per Ordinary Share, raising gross proceeds of US$9,506 (£7,500).

On 27 June 2025, the Company issued 175,071,902 Ordinary Shares of 0.1 pence each at a price of 3 pence per Ordinary Share, raising gross proceeds of US$7.2 million (£5.3 million).

 

 

 

Ordinary

Shares

Number

'000

Deferred Shares

Number

'000

 

 




 

At 1 January 2024


1,686,502

227,753

 

Allotment of shares


64,217

-

 




                     

                     

At 31 December 2024


1,750,719

227,753

 

Allotment of shares


175,072

-

 




                     

                     

At 30 June 2025


1,925,791

227,753

 




                     

                     









9.  POST BALANCE SHEET EVENTS

All matters relating to events occurring since the period end are reported in the review of activities.

 

 


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