Final Results & Notice of AGM
9 November 2023
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Final Results & Notice of AGM
The Company is pleased to announce its Final Results for the year ended 30 June 2023, and hereby gives notice that the Annual General Meeting of Westmount Energy Limited will be held at No 2 The Forum, Grenville Street, St Helier, Jersey JE1 4HH, Channel Islands on 7 December 2023 at 11.00.
Copies of the Company's results and Notice of AGM are available on the Company's website, www.westmountenergy.com, and will be posted to shareholders today.
CHAIRMAN'S REVIEW
2023 Highlights
· Canje Block, Guyana - Cumulative Impact Assessment filed with Guyanese EPA in September 2023 suggests potential drilling on Canje from Q2 2024 - though specific guidance on timeline not yet available from Canje partners
· Kaieteur Block - Exit of ExxonMobil and Hess with return of licence equity to Ratio Petroleum 50% and CEC 50%; Ratio Petroleum already in discussions with major oil companies with a view to bringing a new entrant or entrants to the block
· Orinduik Block - ECO Atlantic to acquire Tullow's participating interest and become block operator with 75% equity interest
· Investment in Africa Oil Corp - confirmation that Orange Basin, offshore Namibia, is a major emerging hydrocarbon province with 5 significant discoveries reported since early 2022
· Major milestones reported in the appraisal of the giant Venus light oil discovery, with successful drilling of a 13km step-out appraisal well at Venus-1A and the successful testing of sidetracked Venus-1X discovery well
· Continuing newsflow anticipated from Namibian investment in Q4 2023 with the testing of Venus-1A appraisal well and the spudding of Mangetti-1 exploration well
· JHI acquires 100% interest in Production Licence PL001 in the North Falkland Basin from Argos Resources Ltd.
· CEC's Return of Capital Transaction yields additional USD $356k cash
· Cash balance of £0.48M at 30 June 2023; no debt
With the gradual recalibration of global oil markets to a post pandemic world, the last 12-month period has been characterised by a continued volatility in oil prices, a weakening global macroeconomic outlook and the changing dynamics of energy transition politics. After peaking at over $120 per barrel in June 2022, the average monthly Brent crude price had declined to less than $75 per barrel by June 2023 in response to slowing international trade and the perceived risk of a global recession. This gloomy macroeconomic outlook was reinforced by tightening monetary policies in all the major economies, with prolonged higher interest rates being used to tackle persistent inflation. In addition, the disruption in global supply chains caused by the war in Ukraine and a major slowdown in the property market in China, the primary oil demand growth centre, have also contributed to reduced world trade flows. In May 2023, the OPEC+ alliance moved to support slumping oil prices with a strategy of aggressive supply restraint - initially with several members agreeing a collective reduction in oil production of 1.2 million b/d. This strategy was further bolstered in July with unilateral declarations of additional voluntary cuts in production of 1 million b/d by Saudi Arabia and 500k-300k b/d by Russia - voluntary cuts which have subsequently been extended to year end. The net effect has been a sharp rebound in oil prices throughout the summer months with Brent crude reaching circa $95 per barrel in late September before the rally petered out in the face of renewed macroeconomic concerns and signs of demand destruction in the US and some emerging markets.
In the meantime, governments continue to recalibrate their energy transition policies and emission reduction targets in the face of energy security concerns sparked by the war in Ukraine and the challenge of energy affordability for citizens grappling with cost-of-living increases on the back of global inflationary pressures. Notwithstanding record global EV sales and battery and solar installations in 2022 and the massive investment and buildout of renewable energy capacity over the past 5 years, renewables have only met 51% of new energy demand during this period, with fossil-fuel use continuing to grow in absolute
terms and energy related CO2 emissions continuing to rise1. Conflicting views also prevail with respect to the timing of peak oil demand, with OPEC's Annual World Oil Outlook suggesting peak oil demand will not be reached until 2045, at 116 million b/d, in stark contrast with the analysis of the International Energy Agency (IEA) which is forecasting oil demand peaking, at circa 106 million b/d, prior to 20302,3. Recently announced giant M&A deals by ExxonMobil/Pioneer Natural Resources and Chevron/Hess Corporation reinforces the view that oil and gas are going to continue to play a role for some time. In the more immediate term, the surprise attack by Hamas on Israel on the 7 October has sharply increased geopolitical risk in the Middle East. Though the initial response of the oil markets has been relatively modest the situation is uncertain with a particular oil market concern that extended military conflict may lead inter alia to stricter enforcement of existing US sanctions on Iranian oil exports and precipitate spiking prices in a tight market.
While upstream investment is forecast by the IEA to reach USD $528 billion in 20233, its highest level since 2015, in common with the broader energy spectrum, the risk of underinvestment, relative to what is needed to meet forecast energy demand across a range of 'net zero' demand trajectories, remains a key theme for the oil and gas sector4,5. Recent improvement in the financial performance of the upstream sector combined with a drive by the bigger companies to high-grade their portfolios with higher return, lower carbon (Scope 1 and 2 emissions), oil and gas prospects is likely to contribute to increased exploration spending in the near term6. Spending in deepwater and ultra-deepwater areas is forecast to grow most rapidly as the inherent emission advantages of developing large resources in highly productive deepwater reservoirs should continue to attract capital as industry players high-grade prospect portfolios to align with ESG investment metrics and financial return thresholds. Deepwater production is projected to increase by over 60% between 2022 and 2030 with the NOCs and majors continuing to dominate while Mid-Caps retreat from this space7. Exploration 'hotspots' in the deepwater Guyana-Suriname Basin, offshore Guyana and the Orange Basin, offshore Namibia are two areas that are well positioned to capture their share of this increased exploration spending.
Guyana-Suriname Basin (offshore Guyana)
Since 2015 offshore Guyana has been transformed from a frontier deepwater exploration opportunity into the industry's largest new oil province with more than 11 billion barrels of oil equivalent discovered recoverable resource to date. Guyana is now established as a significant oil producing nation, currently averaging production of circa 380k BOPD in Q2 2023 from Liza Phase 1 and Phase 2 projects, with three other developments already sanctioned and on track for start-up - Payara (220k BOPD, Q4 2023); Yellowtail (250k BOPD, 2025); Uaru (250k BOPD, 2026), with the expected installation of at least 6 Floating Production Storage and Offloading (FPSO) units on the Stabroek Block by end 2027 (with a production capacity of more than 1.2 million BOPD) and the potential for up to 10 FPSOs5.
In parallel with the development of the already discovered resource offshore Guyana, the multi-billion barrels undiscovered upside in the basin continues to attract aggressive exploration investment, driven by large prospects, low breakeven costs, low carbon emissions and the energy transition dynamics. It is anticipated that Guyana's total recoverable oil deposits will increase as exploration activities expand to deeper plays and other offshore blocks, which remain underexplored. On the Stabroek Block, the JV partners have maintained an outstanding exploration success rate. Aside from a rare duster reported to have occurred at Kokwari-1 during Q1 20238, the Stabroek exploration drilling effort has yielded a total of twelve significant discoveries since early 2022 (Fangtooth-1, Lau Lau-1, Patwa-1, Lukanani-1, Barreleye-1, Seabob-1, Kiru Kiru-1, Yarrow-1, Sailfin-1, Fangtooth SE-1, Lancetfish-1 and Lancetfish-2) bringing the total number of discoveries to date, on the Stabroek block to thirty three5,8. The positive outcome at Fangtooth-1 is of particular significance as this was the first well dedicated to a deep exploration target in the Stabroek area, with the results indicating the potential for commercial exploitation of the deeper plays and offering encouragement for the drilling of deep targets elsewhere in the basin, including on the Kaieteur and Canje Blocks. The potential for a significant deep discovery at Fangtooth was confirmed in January 2023 when the Stabroek partners reported that 61 metres of oil-bearing sandstone reservoirs had been encountered at Fangtooth SE-1, which was drilled circa 13 kms to the southeast of the original Fangtooth-1 discovery. A further discovery in this area was reported in April 2023, with 28 metres of oil-bearing sandstone encountered at Lancetfish-1. This discovery was confirmed in October 2023 with the Lancetfish-2 appraisal well which encountered 38 metres of net oil pay in the same reservoirs as well as an additional 20 metres of net oil pay in a new interval8. In July 2023, Hess reported that the Stabroek partners had secured a one-year extension to the Stabroek exploration licence, from October 2026 to October 2027, as
well as the postponement of a 20% relinquishment decision until October 2024, both as a result of force majeure due to the COVID-19 pandemic8.
Outside of Stabroek, in May 2022, the Joint Venture of CGX Energy Inc. and Frontera Energy Corporation announced a discovery at Kawa-1 in the north of the Corentyne Block. Logging of this well indicated 69 metres of net hydrocarbon pay across multiple Upper Cretaceous reservoirs. Reservoir fluids are uncertain as MDT fluid samples were not obtained from the well, though third-party analyses indicated the presence of light oil in the deeper Santonian and Coniacian reservoirs, and gas condensate in the shallower Maastrichtian and Campanian, consistent with neighbouring discoveries on the Stabroek block and in Block 58, Suriname9. Kawa-1 was plugged and abandoned and the commercial potential of the discovery has yet to be determined. After realignment of stakeholder interests on the Corentyne Block a follow-up joint exploration/appraisal effort, Wei-1, was spudded on 20 January 2023, targeting stacked Campanian and Santonian channel sandstone reservoirs. On 13 June 2023, some significant cost overruns and operational problems were reported, including the loss of a sampling tool, which necessitated the drilling of a by-pass well bore (Wei-1BP1) to reach the planned TD. Nevertheless, on 28 June 2023, CGX Energy Inc. announced that 64 metres of hydrocarbon bearing sandstone had been logged in the Santonian interval though oil samples had not been obtained due to downhole tool failure. In addition, the previously announced discovery of 23.5 metres of net oil pay in the Maastrichtian-Campanian interval was confirmed with fluid sampling indicating the presence of light oil in the Campanian and sweet medium crude oil, 24.9oAPI, in the Maastrichtian9. The commercial potential of the Wei-1 discovery has yet to be determined.
Separately, in December 2022, the Guyanese government launched a Licensing Round for 14 offshore blocks (3 deepwater and 11 shallow water blocks) under revised fiscal and contractual terms including biddable signature bonus with a minimum threshold of USD $20M and $10M for deepwater and shallow water blocks, respectively. In parallel, the government has indicated that some other blocks, ex Licensing Round, have been set aside with a view to exploration and development of these blocks via strategic direct government-to-government partnerships. On 15 September, it was announced that bids had been received for eight of the fourteen blocks on offer, with a total of 14 bidders in 6 groups, including the ExxonMobil/Hess/CNOOC and the TotalEnergies/QatarEnergy/Petronas groups. These bids are currently under evaluation with the government looking to commence negotiations with bidders in early November 2023.
In the Surinamese sector mixed results have been reported during this period. The TotalEnergies/Apache consortium increased its discovery count from 4 to 6 with the announcement of the Krabdagu-1 (Block 58) and Baja-1 (Block 53) discoveries in February and August 2022, respectively, although non-commercial outcomes were reported at Rasper-1, Dikkop-1 and Awari-110. In contrast, significant light oil flow test results were achieved from Campanian reservoirs in appraisal wells at Sapakara South-1, Sapakara South-2 and Krabdagu-1 during this period. In August 2023 a successful appraisal well was reported at Krabdagu-3, approximately 14 kms from the discovery well. Prior stacked reservoir discoveries on Block 58 reported generally light oil and gas-condensate pay in shallower Maastrichtian-Campanian reservoirs overlying light oil pay in deeper Santonian reservoirs - pointing towards some potential challenges around valorization of large associated gas volumes. The initial mixed exploration and appraisal drilling results on Block 58, which included three gas-condensate discoveries, redirected the consortium to focus on proving up sufficient oil volumes in the shallower, Campanian, Sapakara and Krabdagu discoveries in the east of the block. In September 2023 the operator, TotalEnergies, reported that the Sapkara South and Krabdagu low-GOR oil discoveries we've now fully appraised bringing together a combined 700 million barrels of recoverable resources which would be developed using a 200,000 barrels per day FPSO, with full gas reinjection, meeting the operator's requirements in terms of unit cost and emissions intensity. FID is targeted for the end of 2024 with first oil planned for 202811.
Exploration drilling results continue to support the presence of multiple plays, quality reservoirs and the potential for stacked-pay drilling opportunities within the basin. Although the Upper Cretaceous Maastrichtian-Campanian Liza play dominates in terms of number of discoveries and discovered volumes to date, the deeper Santonian pools on Block 58, in conjunction with the deeper hydrocarbons reported at Liza-3, Tripletail-1, Yellowtail-2, Uaru-2, Turbot-2, Longtail-3, Hassa-1, Fangtooth-1 and Fangtooth SE-1 on the Stabroek Block, together with the hydrocarbon shows reported at Sapote-1 on the Canje Block, and the logged net pay in the Santonian-Coniacian intervals at Kawa-1 and Wei-1 on the Corentyne Block, all suggest an extensive emerging deeper play fairway within the basin. Offshore Suriname, oil pay was also
reported from the Zanderij-1 (Shell, Block 42) where the operator was targeting the Santonian and deeper intervals, with well results currently under evaluation12.
It is against this backdrop that the hydrocarbon plays and prospect inventories on the Kaieteur, Canje and Orinduik blocks are being reassessed - with a view to the identification of optimal targets for the next phase of drilling, while progressing the ongoing environmental permitting processes and financing challenges where relevant.
Orange Basin (offshore Namibia)
Although Namibia does not yet produce any oil or gas, in early 2022, the deepwater Orange Basin became the latest global exploration hotspot, ignited by the announcements in quick succession of major oil discoveries by groups headed by Shell and TotalEnergies. Firstly, on 4 February 2022, Shell (45%, operator) and partners QatarEnergy (45%) and NAMCOR (10%) announced a significant oil discovery at Graff-1x, on Block 2913A. The well is understood to have found oil in two Upper Cretaceous reservoirs and a subsequent DST at Graff-1x is reported to have flowed at exceptional rates ("flowed like a train")13, 14.
Following a successful appraisal by the Rona-1x well, initial resource estimates from NAMCOR suggest 2.38 bn bbls of oil in place at Graff15, with a separate estimate of 700 MMbbls recoverable offered by a Wood Mackenzie analysis. Secondly, on the 24 February 2022, TotalEnergies (40%, operator) and partners QatarEnergy (30%), Impact (20%) and NAMCOR (10%) announced a major light oil with associated gas discovery at Venus-1x, on Block 2913B. This play-opening discovery well encountered a high-quality, light oil-bearing sandstone reservoir of Lower Cretaceous age, with 84 meters of net oil pay16. Subsequently, the discovery has been successfully appraised during 2023 with the drilling of Venus-1A appraisal well, and with a positive flow test performed in a sidetrack of the discovery well Venus-1x11. Initial resource estimates from NAMCOR suggest 5.1 bn bbls of oil in place at the Venus-1x discovery15. This second significant discovery at Venus-1x, in a stratigraphically deeper Cretaceous play, has confirmed the enormous potential of the Orange Basin as a major emerging hydrocarbon province.
Less than two years later, this initial wave of deepwater exploration in the Orange Basin has, to date, yielded a total 5 oil discoveries (Graff-1x, Venus-1x, La Rona-1x, Jonker-1x and Lesedi-1x) from 7 exploration wells, with an estimated 11 bn bbls of oil in place and 9 TCF of associated gas discovered since early 202215. Accelerated work programs, including the drilling and testing of large appraisal step-out wells, is currently ongoing at Venus (Venus-1A) and Jonker (Jonker-1A) with these discoveries already high-graded as potential fast track, multiphase developments. A further ramping up of exploration activity in the basin has been triggered by these early successes with a number of big company farm-ins (Chevron and Woodside) resulting in large scale 3D seismic acquisition programs on adjacent acreage, in addition to infill 3D acquisition programs on the discovery blocks. In parallel with these developments, additional exploration drilling on the discovery blocks and adjacent acreage is also anticipated in the near term with the imminent spudding of Mangetti-1 by TotalEnergies on Block 2913B (PEL 56) and the spudding of the first exploration well, in a potential two well program, by Galp Energia on Block 2813B (PEL 83), in Q4 2023.
With moderate above ground risks, favourable fiscal terms (government take is circa 57%), prolific deepwater reservoirs and multiple play opening discoveries, the Orange Basin, offshore Namibia looks to be at the early part of the creaming curve with the potential for the discovery of additional large scale advantaged resources.
Guyana-Suriname Basin - offshore Guyana
Kaieteur Block (offshore Guyana)
The first well on the Kaieteur block, Tanager-1, remains the deepest well drilled in the Guyana-Suriname Basin to date. It was spudded on 11 August 2020, using the Stena Carron drillship. The well was drilled in a water depth of 2,900 metres and reached a total depth of 7,633 metres circa mid-November 2020. Evaluation of LWD, wireline logging and sampling data confirmed 16 metres of net oil pay (20oAPI oil) in high-quality sandstone reservoirs of Maastrichtian age. Although high quality reservoirs were also encountered at the deeper Santonian and Turonian intervals, initial interpretation of the reservoir fluids was reported to be equivocal, requiring further analysis - results of which have yet to be disclosed. Post well
analysis and integration of the data collected continues with a view to high-grading the next drilling target on the Kaieteur block.
A post-well Netherland, Sewell & Associates Inc. ("NSAI") published CPR (14 February 2021) indicates that the Tanager-1 Maastrichtian discovery contains a 'Best Estimate' Unrisked Gross (2C) Contingent Oil Resource of 65.3 MMBBLs (Low to High Estimates 17.7 MMBBLs to 131 MMBBLs) - with a 'Best Estimate' Unrisked Net (2C) Contingent Oil Resource attributable to the Kaieteur Block of 42.7 MMBBLs (Low to High Estimates 11.3 MMBBLs to 86 MMBBLs). However, this discovery is currently considered to be non-commercial as a standalone development.
Subsequent to the Tanager-1 discovery, on 24 May 2021, it was announced that Hess Corporation ("Hess") had increased its working interest ("WI") in the Kaieteur Block, offshore Guyana, from 15% to 20% via the farm-down of a 5% WI by Cataleya Energy Limited ("CEL"). Although the details of this farm-in transaction were not disclosed this farm-in, by one of the Stabroek block partners and a leading player in the Guyana-Suriname basin, suggests confidence in the prospective resource potential of the Kaieteur Block and augurs well for the continuing exploration of the area.
On 23 August 2021, it was announced that the date for elective nomination, by the operator, of the prospect target for the 2nd well on the Kaieteur Block had been extended by seven months and on 22 March 2022 a further extension of the nomination date was agreed to 2 October 2023. The Kaieteur Block partners agreed to this extension to facilitate continuing geological and geophysical analysis by the operator and integration of recent and ongoing deep play drilling program results on adjacent blocks into the Kaieteur prospect nomination decision. Under a farm-in agreement executed with ExxonMobil (operator) in 2016, any drilling consequent to the 2nd well prospect nomination decision would commence within nine months of the nomination date. The operator, as farminee, continued to bear all farmor JV expenses during the prospect nomination extension period.
In September 2021, the operator, ExxonMobil, submitted an application to the Guyanese Environmental Protection Agency ("EPA") seeking environmental authorization to proceed with an up to 12 well exploration campaign on the Kaieteur Block. Although the EPA initially declared that the project was exempt from the requirement of an Environmental Impact Assessment (EIA), following appeals submitted against the EPA's decision, it was subsequently determined in August 2022 that an EIA would be required to assess the potential 'collective impacts' of the proposed drilling campaigns on Kaieteur and the contiguous blocks.
On 27 September 2023, it was announced by Ratio Petroleum Energy Limited Partnership ("Ratio Petroleum"), that ExxonMobil had decided not to commit to drilling a second well on the Kaieteur Block and that both ExxonMobil and Hess had elected to withdraw from the Kaieteur Block and return their participating interests to the original Kaieteur Licence holders, Ratio Guyana Limited ("RGL") and Cataleya Energy Limited ("CEL"). The parties are now seeking government approval to reassign the participating interests, so that RGL and CEL will each retain a 50% participating interest, and to appoint RGL as the operator of the block. It was also announced that under the terms of the Kaieteur Petroleum Agreement, and upon submission of an application to enter the second extension period, the participating interests on the block will have until February 2025 to commit to drilling a well. In this context, it was noted, that Ratio Petroleum is seeking a farm-down of participating interests and operatorship and is already in discussions with major oil companies with a view to bringing a new entrant or entrants to the block.
In this regard, it is also of note that the two deepwater blocks (D1 & D2), immediately adjacent to the Kaieteur block, have each been the subject of at least one application during the recent Guyanese Bid Round which offered acreage under less benign fiscal terms than the original Kaieteur Block terms.
As of 30 June 2023, the Kaieteur Block is operated by an ExxonMobil subsidiary, Esso Production & Exploration Guyana Limited (35%), with CEL (20%), RGL (25%) and a subsidiary of Hess Corporation, Hess Guyana (Block B) Exploration Limited (20%) as partners. Subsequent to the announcement on 27 September 2023 of the withdrawal from the Kaieteur Block of the ExxonMobil and Hess subsidiaries and upon the reassignment of their interests to the original Kaieteur Licence holders, the Kaieteur Licence interests will be as follows: RGL 50% and operator; CEL 50%. Westmount retains a holding of approximately 5.3% of the issued share capital of Cataleya Energy Corporation ("CEC") the parent company of CEL and circa 0.04% of the issued share capital of Ratio Petroleum Energy Limited Partnership ("Ratio Petroleum") the ultimate holding entity with respect to RGL.
Canje Block (offshore Guyana)
The first well on the Canje block, Bulletwood-1, was spudded on 31 December 2020 using the Stena Carron drillship and was completed in early March 2021. The well was safely drilled in a water depth of 2,846 metres to its planned target depth of 6,690 meters. The primary target in the well was a Campanian age confined channel complex. The well encountered quality reservoirs but non-commercial hydrocarbons. There has been limited disclosure of the well results to date as detailed analysis of the data collected is ongoing. However, the initial results confirm the presence of the Guyana-Suriname petroleum system and the potential prospectivity of the Canje Block.
Initial drilling operations at the second well on the Canje block, Jabillo-1, commenced on 14 March 2021 using the Stena Carron drillship. Previously published information indicated that Jabillo-1 was targeting a Late Cretaceous, Liza-age equivalent, basin floor fan. After interruption for a brief period of maintenance work on the drillship drilling operations at Jabillo-1 recommenced circa 5 June 2021 and were completed in early July. The well was safely drilled in a water depth of 2,903 metres to its planned target depth of 6,475 meters. The well did not encounter commercial hydrocarbons.
The third well on the Canje block, Sapote-1, was spudded circa 29 August 2021, using the Stena DrillMAX drillship, and reached TD in late October 2021. This well is located in the southeast of the Canje Block, approximately 60kms north of the Campanian and Santonian Maka Central-1 stacked pay discovery. The well was safely drilled in a water depth of 2,549 metres to a total depth of 6,758 meters. It encountered non-commercial hydrocarbons in one of the deeper exploration targets.
Subsequent to the completion of the first phase of drilling on block the focus of the Canje JV partners has been on the analysis and assimilation of the 2021 drilling results and data gathering program, the reprocessing and re-interpretation of the 3D seismic data, and the high-grading of the Cretaceous prospect inventory including the prospects in the deeper emerging Santonian-Cenomanian plays.
In August 2021 the Canje operator submitted an application for Environmental Authorisation to the Guyanese Environmental Protection Agency ("EPA") seeking approval to undertake a follow-on drilling campaign of up to twelve wells. Although the EPA initially declared that the project was exempt from the requirement of an Environmental Impact Assessment (EIA), following appeals submitted against the EPA's decision, it was subsequently determined in August 2022 that an EIA would be required to assess the potential 'collective impacts' of the proposed drilling campaigns on Canje and the contiguous blocks.
On 11 September 2023, the operator filed a Cumulative Impact Assessment ("CIA") for the Canje Block with the EPA. This CIA report indicates that exploration drilling on the Canje Block could potentially recommence in the second quarter of 2024, though this guideline has not yet been confirmed by JHI or any of the Canje partners.
Westmount holds an indirect interest in the Canje Block as a result of its circa 7.2% interest in the issued share capital of JHI Associates Inc. ("JHI"), as of 30 June 2023. The company also holds an additional indirect interest in the Canje Block as a result of its shareholding in Eco (Atlantic) Oil and Gas Ltd. ("EOG") and following the investments in JHI Associates Inc. ("JHI") announced by EOG on 28 June 2021 and 19 January 2022.
On 25 September 2023, Argos Resources Limited ("Argos") announced the completion of a transaction with JHI which resulted in the acquisition of operatorship and 100% working interest in North Falklands Basin Production Licence PL001 by JHI in return for a consideration of 8,467,820 JHI Common Shares ("the Consideration Shares") and £303,500 in cash. It was stated that these Consideration Shares are expected to represent approximately 9.3 per cent of the enlarged share capital of JHI following completion of the transaction. Furthermore, it was also announced, that following the passing of resolutions at the Argos general meeting held on 22 September 2023, that Argos had been placed into members voluntary liquidation and that Argos having agreed with certain creditors to settle those liabilities using Consideration Shares, that approximately 7.9 million of the Consideration Shares would be available for distribution on a pro-rata basis to Argos' shareholders on the register at the relevant date. Given Westmount's holding of 1 million shares in Argos, on the relevant date, it is estimated that the net effect of this transaction on Westmount's holding in JHI will be to increase the number of JHI shares held by Westmount by approximately 33,600 shares and to reduce Westmount's interest in the enlarged issued share capital of JHI to circa 6.24%.
Subsequent to the initial EOG transaction and a previous 2018 farm-out to Total, JHI was fully carried/funded for the 2021 three well drilling campaign and is also funded for additional drilling, with a reported USD$19.7M in cash and cash equivalents as of 31 December 202117.
The Canje Block is currently operated by an ExxonMobil subsidiary, Esso Exploration & Production Guyana Limited (35%), with TotalEnergies E&P Guyana B.V. (35%), JHI Associates (BVI) Inc. (17.5%) and Mid-Atlantic Oil & Gas Inc. (12.5%) as partners.
Orinduik Block (offshore Guyana)
Westmount continues to hold an indirect interest in the Orinduik Block as a result of its circa 0.4% interest in the issued share capital of Eco (Atlantic) Oil and Gas Ltd. ("EOG"). Over the last 24 months the focus of the Orinduik Block JV partners has continued to be on the analysis and assimilation of the 2019/20 drilling results and data gathering program, the reprocessing and re-interpretation of the 3D seismic data, and the high-grading of the Cretaceous light oil prospect inventory with a view to target selection for the next drilling campaign on the Orinduik Block. However, progress towards drilling on the block appeared to be stymied during this period due to the diverging strategies between the operator and some of the JV partners with respect to exploration investment.
On 10 August 2023, EOG announced that it had signed a Sale Purchase Agreement ("SPA") pursuant to which its wholly owned subsidiary, Eco Guyana Oil and Gas (Barbados) Limited ("Eco Guyana"), will acquire a 60% Operated Interest in the Orinduik Block, offshore Guyana, through the acquisition of Tullow Guyana B.V. ("TGBV"), a wholly owned subsidiary of Tullow Oil Plc. ("Tullow") in exchange for an initial payment of USD$700,000 cash and a series of contingent payments based upon a commercial discovery outcome and subsequent success case development milestones.
The operated interest includes the Jethro and Joe Tertiary oil discoveries, made during the initial drilling campaign in 2019, which are currently considered non-commercial. As of 31 December 2022, the gross 2C resource attributable to the Orinduik 60% operated interest amounted to 47.7mmbls. Upon completion of the transaction the stated intention of EOG, as operator and 75% interest holder, is to revitalise the exploration process17 and attract new partners with a view to drilling prospects in the more prolific Cretaceous play, which remains unexplored on the Orinduik Block.
As of 30 June 2023, the Orinduik Block is operated by Tullow Guyana B.V. (60%), with TOQAP Guyana B.V. (25%) and Eco (Atlantic) Guyana Inc. (15%) as partners. TOQAP Guyana B.V. is jointly owned by TotalEnergies E&P Guyana B.V. (60%) and Qatar Petroleum (40%). Post period end and subject to the completion of the transaction announced by EOG on 10 August 2023, EOG will become the operator and will hold an aggregate 75% Participating Interest in the block via its subsidiaries Eco Guyana and Eco (Atlantic) Guyana Inc. TOQAP Guyana B.V will continue to hold a Participating Interest of 25%.
EOG reported its cash and cash equivalents to be USD$4.7M at 30 August 2023.
Orange Basin - offshore Namibia and South Africa
Blocks 2913B & 2912 (PEL 56 & PEL 91) (offshore Namibia)
Westmount holds an indirect interest in Blocks 2913B and 2912 via its shareholding in Africa Oil Corp ("AOC"). The purchase of this shareholding was announced on 9 June, 2023 and it was acquired with a view to offering shareholders liquid exposure to the near field exploration and appraisal drilling and testing program that is underway on the giant Venus light oil and associated gas discovery in the Orange Basin. AOC is the only publicly-listed independent oil and gas company with an effective economic interest in this accumulation (effective interest of 6.2% and 5.9% in Blocks 2913B & 2912, respectively), which is understood to be the largest oil discovery made globally in 2022. AOC holds its effective interest in these blocks via its circa 31% shareholding in Impact Oil & Gas Limited ("Impact") a privately owned, Africa-focused, exploration company. Impact (through its wholly owned subsidiary, Impact Oil and Gas Namibia (Pty) Ltd.) holds a 20% working interest ("WI") in Block 2913B - with partners TotalEnergies (40% operator), QatarEnergy (30%) and Namcor (10%) - and an 18.89% WI in Block 2912 - with partners TotalEnergies (37.78% operator), QatarEnergy (28.33%) and Namcor (15%).
On 24 February 2022, Impact announced that the play-opening discovery well Venus-1X, drilled on Block 2913B, had encountered a high-quality, light oil-bearing sandstone reservoir of Lower Cretaceous age, with 84 meters of net oil pay16.
On 22 February 2023, Impact announced the imminent commencement of a multi-well drilling and testing program in Blocks 2913B and 2912, using the Tungsten Explorer drillship and the Deepsea Mira semi-submersible rig, targeting up to 4 wells, including the re-entry, sidetracking and testing of the Venus-1X discovery well, the drilling and testing of the Venus-1A appraisal well, the drilling and potential testing of the Nara-1X exploration well on Block 2912 and a contingent appraisal well at Nara-1A in the success case. Separately, it was reported that TotalEnergies the operator was spending 50% of its global exploration budget for 2023 on this project18.
Updates on the progress of this multi-well program were provided by AOC and Impact on 28 September 2023 and via the TotalEnergies Investor Day presentations on 27 September 2023. These updates heralded a major milestone in the appraisal of the giant Venus light oil discovery with the successful re-entry, sidetracking and drill stem testing ("DST") of the Venus-1X discovery well, which should contribute to the progression of development studies supporting the first commercial development in Block 2913B11. With the operator expressing sufficient confidence to declare that there will be an oil field development at Venus, though the size has yet to be determined, this implies that the prerequisite permeability and well productivity has been demonstrated by the initial DST flow test of the Cretaceous reservoir at Venus-1X, which augurs well for the forward appraisal and exploration program on Block 2913B.
The update also confirmed the successful drilling, coring and logging of the first appraisal well, Venus-1A, which was drilled approximately 13km north of the Venus-1X discovery well, using the Tungsten Explorer drillship. Venus-1A has subsequently been re-entered in early October and is currently undergoing a DST program using the Deepsea Mira rig. In addition, it was reported that the Nara-1X exploration well, drilled on Block 2912, appeared to be oil bearing but in poor quality reservoir facies and was deemed non-commercial11. Following the completion of operations at Nara-1X the Tungsten Explorer drillship has been mobilized to drill the substantial Mangetti-1X prospect, located on Block 2913B, at the northern end of the giant Venus light oil accumulation. The operator also indicated that the immediate program included additional 3D seismic acquisition to completely cover the acreage and the potential for a final appraisal well on the north of Venus itself11.
Block 2B (offshore South Africa)
Westmount holds an indirect interest in Block 2B via its shareholding in EOG. On 18 November 2022, it was reported that the Gazania-1 well, on Block 2B in the Orange Basin offshore South Africa, had reached target depth of 2,360m but did not show evidence of commercial hydrocarbons. The well was subsequently plugged and abandoned with further analysis of the Gazania-1 well data, and the existing AJ-1 light oil discovery, being undertaken by EOG to determine next steps on the Block17. On 15 November 2022, EOG, on behalf of the Block 2B JV partners, submitted a Production Right Application with respect to the AJ-1 discovery, to the Petroleum Agency of South Africa.
Block 3B/4B (offshore South Africa)
Westmount holds an indirect interest in Block 3B/4B via its shareholdings in AOC and EOG. On 8 March 2023, following the completion of the reprocessing of 2,200 km2 of 3D seismic, AOC reported the results of an independent review of Block 3B/4B prospective resources which had been undertaken by RISC Advisory (UK) Limited ("RISC")19. The RISC analysis of the licence identified a total Unrisked Gross P50 Prospective Resource of approximately 4 billion barrels of oil equivalent ("BOE") in 24 prospects, with individual prospect probabilities of success ranging from 11% to 39%.
Subsequent to a Letter of Intent announced by EOG on 11 July 2023 and the entry into an Assignment and Transfer Agreement on 14 July 2023, EOG agreed to farm out a 6.25% Participating Interest in Block 3B/4B, offshore South Africa to AOC for up to US$10.5 million in cash, payable via a series of contingent milestone payments. Subject to the completion of this transaction the Block 3B/4B Licence holders will be: Africa Oil SA Corp a wholly owned subsidiary of AOC (26.25%, operator), Azinam Limited a wholly owned subsidiary of EOG (20%) and Ricocure (Proprietary) Limited (53.75%). EOG also reported during the period that a separate collaborative farm-out process was underway on Block 3B/4B, with up to 55% gross working interest available from the JV partners, and with a view to a two well drilling campaign on the block. In this
regard, it was also reported that the Environmental Authorisation process for drilling is underway with respect to prospects defined on 3D seismic in a high-graded area in the north of Block 3B/4B.
Investment portfolio summary
As of 30 June 2023, Westmount had a cash balance of £0.48M and is debt free.
On 9 June 2023, Westmount announced that it had purchased 300,000 shares in Africa Oil Corp. ("AOC") representing approximately 0.065% of the issued common shares in AOC as of 28 August 2023.
On 30 June 2023, Westmount held a total of 5,651,270 shares in JHI, representing approximately 7.2% of the issued common shares in JHI as of 31 December 2021. Subsequent to balance sheet date and the completion of the Argos-JHI transaction announced on 25 September 2023, the entry into members voluntary liquidation by Argos and the planned pro rata distribution of JHI Consideration Shares to Argos shareholders, it is estimated that Westmount will hold circa 5,684,866 shares in JHI, representing approximately 6.24% of the enlarged issued share capital of JHI.
On 9 January 2023, Westmount reported that it had elected to participate in the pro rata Return of Capital Transaction ("ROC Transaction") offered to the shareholders of Cataleya Energy Corporation ("CEC") which reduced the number of outstanding common shares ("Common Shares") in CEC in issue by 16%.
The ROC Transaction was structured such that each Participating Shareholder effectively received, for each Common Share held prior to the transaction that is ultimately cancelled pursuant to the ROC Transaction, an amount equal to approximately USD$3.906 per share. The aggregate amount returned to participating CEC shareholders via the ROC Transaction was approximately USD $6,720,000, with these funds being provided to CEC through the issuance of incremental convertible loan notes to a certain noteholder (the "Noteholder") that previously advanced USD$35,000,000 to CEC in April 2020.
Prior to the ROC Transaction, Westmount held a total of 567,185 Common Shares in CEC, representing approximately 5.28% of the issued common shares in CEC. Post completion of the ROC Transaction, on 6 January 2023, Westmount holds a total of 474,816 Common Shares in CEC, retaining approximately 5.26% of the issued common shares of CEC outstanding post the ROC transaction. Westmount also received a cash return of USD$355,954 (net of expenses).
Westmount continues to hold 1,500,000 shares in EOG, representing approximately 0.4% of the common shares in issue as of 2 August 2023.
Westmount continues to hold 89,653 shares in Ratio Petroleum representing approximately 0.04% of the issued share capital.
On 30 June 2023, Westmount retained a legacy holding of 1,000,000 shares in Argos, representing approximately 0.4% of the issued common shares in Argos. Subsequent to the Argos-JHI transaction announced on 25 September 2023, the entry into members voluntary liquidation by Argos and the cancellation from admission to trading on AIM of Argos shares from 26 September 2023, it is anticipated that Westmount will receive circa 33,600 JHI shares from Argos by way of a post liquidation pro rata distribution of assets to Argos shareholders.
The complete investment portfolio is summarised in Table 1. The reported financial loss for the period is primarily made up of a non-cash loss on financial assets held at fair value through the profit and loss, some of which is as a result of Foreign Exchange movements on the portfolio Investments when valued at the period end.
Summary/Outlook
The oil and gas exploration sector continues to be a challenging space for investors in the context of volatile oil prices, a weakening global macroeconomic outlook, conflicting peak demand scenarios and the vagaries of energy transition politics. Nevertheless, in common with the broader energy spectrum, risk of underinvestment, relative to what is needed to meet forecast energy demand across a range of 'net zero' demand trajectories, remains a key theme for the oil and gas business. Recent improvement in the financial performance of the upstream sector combined with a drive by the bigger companies to high-grade their portfolios with higher return, lower carbon (Scope 1 and 2 emissions), oil and gas prospects is likely to contribute to increased exploration spending in the near term. Spending in deepwater and ultra-deepwater areas is forecast to grow most rapidly with the NOCs and majors continuing to dominate while Mid-Caps retreat from this space. Exploration 'hotspots' in the deepwater Guyana-Suriname Basin, offshore Guyana and the Orange Basin, offshore Namibia are two areas that are well positioned to capture their share of this increased exploration spending.
Westmount's strategy continues to be one of seeking value creation for shareholders via exposure to high impact exploration and appraisal drilling programs. With respect to offshore Namibia, a recent update by our investee, AOC, confirms our view that the Orange Basin is a major emerging, prolific, hydrocarbon province which offers Westmount shareholders immediate exposure to high impact drilling outcomes, including the ongoing Mangetti-1 exploration well. The update also heralded a major milestone in the appraisal of the giant Venus light oil discovery with the successful re-entry, sidetracking and drill stem testing ("DST") of the Venus-1X discovery well and the successful drilling, coring and logging of the first appraisal well, Venus-1A, a 13km step-out to the north of the Venus-1X discovery well. Venus-1A has subsequently been re-entered in early October and is currently undergoing a DST program. Newsflow from the results of this DST program and the drilling of Mangetti-1 is anticipated in Q4 2023.
With respect to offshore Guyana, we note the September 2023 filing by the operator ExxonMobil of a Cumulative Impact Assessment ("CIA") for the Canje Block with the EPA. This CIA report indicates that exploration drilling on the Canje Block could potentially recommence in the second quarter of 2024, though this guideline has not yet been confirmed by our investee, JHI, or any of the Canje partners. The exit of ExxonMobil and Hess from the Kaieteur Block is a setback with respect to drilling timeframes for Kaieteur, though we are encouraged that Ratio Petroleum is already reported to be in discussions with major oil companies with a view to bringing in a new deepwater operator to the block. In this regard, it is also of note that the two deepwater blocks (D1 & D2), immediately adjacent to the Kaieteur block, have each been the subject of at least one application during the recent Guyanese Bid Round which offered acreage under less benign fiscal terms than the original Kaieteur Block terms. The recently announced entry of Chevron to Guyana, via its acquisition of Hess Corporation, may also bring its own dynamic with respect to exploration drilling in the deepwater area of the Guyana-Suriname Basin.
Westmount is well capitalised with a minimal cost base and investment exposure to some high impact exploration and appraisal drilling opportunities offshore Guyana and offshore Namibia. Our primary investee companies CEC, JHI and EOG are currently well funded though, in some cases, the shifting priorities of the incumbent majors and Mid-Caps is likely to require new farm-ins prior to drilling. In this changing landscape, some of our investees are also likely to consider portfolio diversification and possible consolidation manoeuvres as part of their risk management strategies. In all cases, line of sight to indirect participation in high impact drilling remains the key investment objective for Westmount.
GERARD WALSH
Chairman
8 November 2023
Notes
1DNV Energy Transition Outlook 2023
2OPEC World Oil Outlook 2023
3IEA Oil 2023 - Analysis and Forecast to 2028
4Wood Mackenzie - Doing More with Less - Is there enough upstream investment? - July 2023
5Hess Corporation presentation 7 September 2023 - Barclays CEO Energy-Power Conference
6Wood Mackenzie Insight - Exploration quietly recovering - August 2023
7Wood MacKenzie - Global-deepwater-production-to-increase-60% - November 2022
8Hess Corporation Press Releases - Estimated Results for First, Second & Third Quarters 2023
9CGX Energy Inc. News Releases 28 June 2023, 13 June 2023, 9 May 2022, 1 March 2023.
10APA Corporation News Releases - 21 February, 21 June and 23 August 2022; 2 August 2023.
11TotalEnergies 2023 Strategy & Outlook - Investor Day Presentations & Transcript 27 September 2023
12Hess 3rd Quarter 2022 Conference Call Remarks.
13Shell Press Releases 22 April 2022 & 6 March 2023
15https://www.reuters.com/article/namibia-oil-idUKL8N3A41HS
16https://impactoilandgas.com/major-light-oil-discovery-offshore-namibia/
17Eco (Atlantic) Oil & Gas Ltd. News Releases 14 March 2022, 27 February 2023 and 19 August 2023.
18https://www.upstreamonline.com/exploration/totalenergies-throws-half-of-this-years-exploration-budget-into-potential-new-golden-block/2-1-1400964
19https://africaoilcorp.com/news/africa-oil-announces-new-competent-persons-report-122876/
For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0) 1534 823000
Cavendish Securities plc (Nomad and Broker) Tel: +44 (0) 20 7397 8900
Neil McDonald / Pete Lynch
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
|
|
The Directors present their annual report and the audited financial statements of Westmount Energy Limited (the "Company") for the year ended 30 June 2023. |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
PRINCIPAL ACTIVITIES |
|
|||||||||||||||||||||||||||||||
|
|
The principal activity of the Company is, and continues to be, an energy investment company. Development of the Company's activities and its prospects are reviewed in the Chairman's Review on pages 3 to 13. |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
The Company was incorporated in Jersey on 1 October 1992 under the Companies (Jersey) Law 1991, as amended, and is a public company with registered number 53623. The Company is listed on the London Stock Exchange Alternative Investment Market ("AIM"). On 1 December 2020 the Company commenced cross-trading on the OTCQB Market in New York, U.S., under the ticker symbol "WMELF". |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
DIRECTORS AND DIRECTORS' INTERESTS |
|
|||||||||||||||||||||||||||||||
|
|
The Directors who served during the year and subsequently to the date of this report were as follows:
|
|
|||||||||||||||||||||||||||||||
|
|
RESULTS AND DIVIDENDS |
|
|||||||||||||||||||||||||||||||
|
|
The result for the year is set out on page 24 in the Statement of Comprehensive Income. The Directors do not recommend the payment of a dividend in respect of these financial statements (2022: £Nil).
During the prior year, Ukraine was invaded by the Russian military. This had an immediate impact on the global economy due to sanctions being imposed on Russia. Oil and gas prices have risen significantly and there have been restrictions on the exportation of goods from both the Ukraine and Russia. In preparing these financial statements, these uncertainties have been considered throughout. The Directors will continue to monitor the situation on a regular basis. |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
DIRECTORS' BIOGRAPHICAL INFORMATION
Gerard Walsh, Chairman, age 60, a Swiss resident, is a member of the Chartered Institute of Management Accountants and has been involved in financing oil and gas companies for over 20 years. Mr Walsh maintains his knowledge and skills via direct contact with senior industry investors and other operators, and via monitoring of significant market activities within the global energy sector.
David R King, age 65, a Jersey resident, is a Fellow of the Institute of Chartered Accountants in England and Wales and has over 25 years' experience in capital markets and cross border structuring gained from senior positions in a number of offshore jurisdictions, notably the Cayman Islands, Hong Kong, Luxembourg and Jersey. He is an experienced professional Non-Executive Director and is regulated personally by the Jersey Financial Services Commission. He maintains his knowledge and skills via fulfilment of regular continuing professional development obligations and by close monitoring of significant market activities within the sector. Mr King acts as an independent director and oversees the efficient operation of Company Secretarial, Registrar and Administrative operations of the Company.
Thomas P O'Gorman, age 71, a Northern Ireland resident, is a long term investor in the resource sector and is the former Chairman of Cove Energy Plc (formerly Lapp Platts Plc) who has been involved in financing oil and gas companies for over 40 years. Mr O'Gorman maintains his knowledge and skills via direct contact with senior industry investors and other operators, and via monitoring of significant market activities within the global energy sector.
|
|
|||||||||||||||||||||||||||||||
|
|
Dermot Corcoran, age 64, a Republic of Ireland resident, is a petroleum geologist and geophysicist, with more than 30 years' experience working with both major and minor hydrocarbon exploration companies globally. Mr Corcoran has wide experience in technical and commercial aspects of petroleum exploration and production, gained from employment and investment experience in Europe, North Africa, West Africa, Kurdistan, Syria, Pakistan and the USA. Mr Corcoran maintains his knowledge and skills via direct contact with senior industry investors and other operators, attendance and engagement at industry conferences and seminars and via monitoring of significant market activities within the global energy sector.
|
|
|||||||||||||||||||||||||||||||
|
SECRETARY |
|
||||||||||||||||||||||||||||||||
|
The Secretary of the Company is Stonehage Fleming Corporate Services Limited.
|
|
||||||||||||||||||||||||||||||||
|
AUDITOR |
|
||||||||||||||||||||||||||||||||
|
The auditor, Moore Stephens Audit & Assurance (Jersey) Limited, has indicated its willingness to continue in office, and a resolution that it is re-appointed will be proposed at the next annual general meeting.
|
|
||||||||||||||||||||||||||||||||
|
|
STATEMENT OF DIRECTORS' RESPONSIBILITIES WITH REGARD TO THE FINANCIAL STATEMENTS
|
||||||||||||||||||||||||||||||||
|
|
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. |
||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
|
|
Jersey Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS) and applicable law. Under Company law the Directors must prepare financial statements that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
|
||||||||||||||||||||||||||||||||
|
|
· select suitable accounting policies and then apply them consistently; |
||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
|
|
· make judgements and accounting estimates that are reasonable and prudent; |
||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
|
|
· state whether the financial statements have been prepared in accordance with IFRS as adopted by the European Union; and |
||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
|
|
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
|
|
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
|
||||||||||||||||||||||||||||||||
|
|
As far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware and each Director has taken all the steps that he ought to have undertaken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. The Company's website is maintained in compliance with AIM Rule 26 and the applicable OTCQB Market standards. |
||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||
|
|
Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
|
|
|||||||||||||||||||||||||||||||
|
|
The Directors confirm that they have complied with all of the above requirements in preparing these financial statements.
On behalf of the Board |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
D R KING |
|
|||||||||||||||||||||||||||||||
|
|
Director 8 November 2023
|
|
|||||||||||||||||||||||||||||||
CORPORATE GOVERNANCE
The Board have adopted the Quoted Companies Alliance Corporate Governance Code ("the QCA Code") following the London Stock Exchange's requirement for AIM listed companies to adopt and comply with a recognised corporate governance code.
Strategy and Business Model
The strategy of the Company is to invest in and provide follow on capital to small and medium sized companies which have significant growth possibilities operating in the oil and gas sector. Members of the Board have specialist knowledge and experience in the upstream sector of the oil and gas industry (gained from extensive investing activity over a number of decades) allowing them to identify projects and growth companies with potentially higher returns, commensurate with acceptable levels of risk. The Company undertakes extensive due diligence on potential investment opportunities and monitors performance of its investments via close contact with the companies concerned and analysis of their public announcements and presentations. In common with other investment companies in this sector, access as a minority shareholder to projects and valuable investments is challenging but the Board is confident of its ability to continue to source attractive investment opportunities given close relationships with a number of companies and their management teams, and recognition of the Board's experience and strong network.
Shareholder Relations
The Company engages closely with its principal shareholders, a number of whom are Directors of the Company, primarily via face-to-face meetings and publishes announcements of significant activity consistent with market requirements. Shareholders receive annual and half-year financial statements and are invited to the Company's Annual General Meeting. Contact details for the Company are maintained on the website and on Regulatory News Service announcements. The Board seeks to build strong relationships with its institutional shareholders which are managed by the Chairman and supported by other members of the Board.
Gerard Walsh, Chairman, and Dermot Corcoran, Director, are primarily responsible for shareholder liaison, and can be contacted via the Contact Page on the Company's website.
Stakeholder and Social Responsibilities
The Board has identified its key stakeholders as being its shareholders and investee companies, given it has no employees and a small range of contracted service providers. It maintains contact with shareholders, of whom a significant proportion are Directors, via Regulatory News Service and periodic feedback from these parties. Contact with investee companies is operated via the Chairman and individual Board directors responsible for the relevant investment recommendation, and is geared to key operational, project and transactional cycles identified for the company concerned.
Risk Management
The Company actively monitors and manages risk in its activities, principally through oversight and operation of its investment portfolio. The Company identifies key risks in all of its investments during the selection and due diligence cycle, and subsequent recommendations for investment by the Company consider for each proposal a range of risks and mitigating factors. Identification of these risks is achieved by direct engagement with the companies in which Westmount seeks to invest, close analysis of their market opportunities and threats, combined with detailed knowledge of the market sector where they operate and their competitors.
Board Composition, Evaluation and Decision Making
The Board comprises three shareholder Directors (including the Chairman Gerard Walsh) and one Non-Executive Director (David King) resident in Jersey, who is considered to be independent.
The Company deviates from the requirements of the QCA Code in that it has only one independent non-executive director. The Directors consider that the structure of the Board is appropriate and proportionate for the business at this stage of the Company's growth, and that the Independent Director, in conjunction with the Company's Nominated Adviser, provides appropriate challenge to the executive directors on all corporate governance matters. The Board intends to keep all aspects of its corporate governance - independence and the balance of executive and non-executive roles in particular - under review going forward.
Each of the four directors has considerable experience in their respective fields and act collectively in all decision making of the Company. The Board is satisfied that it has a suitable balance between independence on the one hand and knowledge of the Company's activities, to allow it to properly discharge its responsibilities and duties. Directors are expected to use their judgement and experience to challenge and assess the appropriateness of operations and decision making at all times.
The Board has formally met two times this financial year and Directors each dedicate between 12 and 150 days' time to the Company per annum, including informal contact with other Board members and advisors, and attendance at the Annual General Meeting.
The Board regularly takes advice from its Nominated Advisor, Cavendish Securities plc, and other external advisors (principally its external lawyers) in relation to periodic investment opportunities and fund raising.
The Board completes an annual self-evaluation of its performance based on externally determined guidelines appropriate to the composition of the Board and the Company's operation, including Board Sub Committees. The scope of the self-evaluation exercise will be re-assessed each year to ensure appropriate depth and coverage of the Board's activities consistent with corporate best practice. The Board has adopted a board effectiveness questionnaire, which assesses the composition, processes, behaviours and activities of the board through a range of criteria, including board size and independence, mix of skills and experience, and general corporate governance considerations in line with the QCA code.
Given the stage of the business' maturity, the responsibilities of a nomination committee are delegated to the Board, and there are no formal succession planning processes in place. The Board intends to keep this under review as the business develops.
Corporate Culture
Westmount Energy supports the growing awareness of social, environmental and ethical matters when considering business practices. These statements provide an outline of the policies in place that guide the Company and its employees when dealing with social, environmental and ethical matters in the workplace.
Code of Conduct
Westmount Energy maintains and requires the highest ethical standards in carrying out its business activities in regards to dealing with gifts, hospitality, corruption, fraud, the use of inside information and whistle-blowing.
Westmount Energy maintains a zero-tolerance policy towards bribery and corruption.
Equal Opportunity and Diversity
Westmount Energy promotes and supports the rights and opportunities of all people to seek, obtain and hold employment without discrimination.
It is our policy to make every effort to provide a working environment free from bullying, harassment, intimidation and discrimination on the basis of disability, nationality, race, sex, sexual orientation, religion or belief.
Joint Venture Partners, Contractors and Suppliers
Westmount Energy is committed to being honest and fair in all its dealings with partners, contractors and suppliers.
Procedures are in place to ensure that any form of bribery or improper behaviour is prevented from being conducted on Westmount Energy's behalf by joint venture partners, contractors and suppliers. Westmount Energy also closely guards information entrusted to it by joint venture partners, contractors and suppliers, and seeks to ensure that it is never used improperly.
Operating Responsibility and Continuous Improvement
Westmount Energy adopts an environmental policy which sets standards that meet or exceed industry guidelines and host government regulations. This is reviewed on a regular basis. Wherever we operate we will develop, implement and maintain management systems for sustainable development that will strive for continual improvement.
Westmount Energy is committed to maintaining and regularly reviewing its Health and Safety and Environmental Policies.
Periodic feedback from stakeholders, as described in relation to Stakeholder and Social Responsibilities (above), allows the Board to monitor the culture of the Company, as well as its ethical values and behaviours.
Governance Structures
The Board operates to manage and direct the affairs of the Company via close contact between Board members and through both regular scheduled and ad-hoc Board meetings. The Board aims to meet regularly with a timetable set by the external Company Secretary with formal agendas and papers delivered in advance supporting key matters for consideration or approval. Additionally, contact is maintained between the directors via email and telephone given the geographic separation of the Board.
Mr Walsh as Chairman is responsible for setting the strategy of the Company and maintaining performance of the Board in line with the broad objectives set in that strategy. He is responsible for liaison with key stakeholders, including shareholders and prospective investee companies, and also with advisers and regulatory authorities.
Mr King, as a Jersey resident, maintains close contact with the Company Secretary and other contracted service providers from Jersey. The Board does not operate separate sub-committees (Audit, Remuneration or Nomination) given its small size and close contact for key decisions. The Company does not plan to establish new sub-committees for the foreseeable future.
The Board retains full authority for the Company such that all decisions on behalf of the Company are reserved for the Board.
Communication with Stakeholders
The Company communicates with shareholders through the Annual Report and Audited Financial Statements, annual and half year results announcements, the Annual General Meeting, and periodic meetings with significant institutional shareholders and analysts.
Corporate information (including all Company publications and announcements) is available to all shareholders, prospective investors and the public and is maintained on the Company's website, www.westmountenergy.com.
In the last 12 months there were no votes of shareholders where a significant proportion voted against a resolution.
INDEPENDENT AUDITOR'S REPORT
TO THE SHAREHOLDERS OF WESTMOUNT ENERGY LIMITED
Opinion
We have audited the financial statements of Westmount Energy Limited (the 'Company') as at and for the year ended 30 June 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, Statement of Changes in Equity, the Statement of Cash Flows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is International Financial Reporting Standards ('IFRSs') as adopted by the European Union and the requirements of the Companies (Jersey) Law 1991.
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs as at 30 June 2023 and of its loss for the year then ended;
· have been properly prepared in accordance with IFRSs as adopted by the European Union; and
· have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Jersey, including the Financial Reporting Council's Ethical Standard as applied to listed entities, and we have fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
An overview of the scope of our audit
During our audit planning, we determined materiality and assessed the risks of material misstatement in the financial statements including the consideration of where directors made subjective judgements, for example, in respect of the assumptions that underlie significant accounting estimates and their assessment of future events that are inherently uncertain. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole taking into account the Company, its accounting processes and controls and the industry in which it operates.
Emphasis of matter
We draw your attention to note 6 and note 12 of the financial statements, which include unlisted investments held by the Company and carried at £4,049,925 (2022: £6,852,817) based on Directors' valuations. These are Level III investments and have been valued based on the recent sales price of the investments and/or using relevant market proxies where available. The Directors have also considered market expectations of future performance of the entity's industry sector, in particular known interest in the area of current exploration, in arriving at their valuations. Our audit opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
· Valuation of Investments. The valuation of the Company's investments is a key driver of the Company's investment return and investments represent a material proportion of the Company's
financial assets. The relevant accounting policies and investment composition are discussed in note 2 and note 6, respectively, to the financial statements.
The investments represent listed and unlisted equity instruments amounting to £0.73 million and
£4.05 million, respectively, as at 30 June 2023. The identified risk predominantly relates to the unquoted investment which valuation carries a greater degree of judgement by the directors and has been valued based upon the price of recent investments, a valuation basis included in the International Private Equity and Venture Capital Guidelines (IPEVC Guidelines).
Our main audit procedures to address the identified risk in respect of the unlisted investment were (a) we discussed with management their unlisted valuation methodology, and assessed the recognition and measurement of the unlisted investment held for compliance with IFRSs, and whether it had been accounted for in accordance with the stated accounting policy and with IPEVC Guidelines; (b) we substantiated the nature and background of recent transactions which had been used as the basis of the valuation. We have not identified any material issues from the completion of the above procedures; and (c) where the price of recent transaction does not coincide to the Company's year-end, we have performed independent research about events or conditions that may indicate the need to recalibrate the price to take into account the impact of such event or condition.
· Risk of management override of controls. In accordance with ISAs (UK), we are required to consider the risk of management override of internal controls. Due to the unpredictable nature of this risk, we are required to assess it as a significant risk requiring special audit consideration.
Our audit work included, but was not restricted to, specific procedures relating to the risk that are required by ISA (UK) 240, The Auditor's Responsibilities Relating to Fraud in an Audit of Financial Statements, which includes the testing of journal entries, evaluation of judgements and assumptions in management's estimate, and test of significant transactions outside the normal course of business. We have not identified any material issues from the completion of the above procedures.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included understanding the nature of the Company, its business model, system of internal control and related risks, reviewing the performance of the underlying investments, critically assessing the key assumptions made by management including its appropriateness in the context of the financial reporting framework, and evaluating the directors' plans for future actions in relation to their assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. For the purposes of determining whether the financial statements are free from material misstatement we define materiality as the level of misstatement that would probably influence the economic decisions of a reasonably knowledgeable person.
We have used approximately 2% of gross assets rounded down, or £106,000 (2022: £165,000) which reflects the fact that this is an investment fund where its market value is determined predominantly by its gross asset value.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the chairman's review or the directors' report.
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or
· returns adequate for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting records and returns; or
· we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities with regard to the financial statements set out on page 15, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit in respect of fraud, are to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the Company.
Our approach was as follows:
· We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most significant but not limited to the Companies (Jersey) Law 1991, AIM Rule 26 and the applicable OTCQB Market standards. We also reviewed the laws and regulations applicable to the Company that has indirect impact to the financial statements.
· We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged with governance.
· We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
· We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
· We reviewed the compliance reports and minutes of the meeting to see whether there is non-compliance reported to management and those charged with governance.
· Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's shareholders as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
Jeff Vincent
For and on behalf of Moore Stephens Audit & Assurance (Jersey) Limited
1 Waverley Place
Union Street
St Helier Jersey
Channel Islands JE4 8SG
8 November 2023
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
|
|
|
|
|
|
|
|
|
|
|
Year ended 30 June 2023 |
|
Year ended 30 June 2022 |
|
Notes |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fair value losses on financial assets held at fair value through profit or loss |
6 |
|
(2,718,218) |
|
(7,203,727) |
|
Investment income |
|
|
11,816 |
|
- |
|
Finance income Administrative expenses |
4 |
|
9,096 (253,071) |
|
133 (247,627) |
|
Foreign exchange (losses)/gains |
|
|
(23,893) |
|
23,971 |
|
|
|
|
|
|
|
|
Operating loss |
|
|
(2,974,270) |
|
(7,427,250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax |
|
|
(2,974,270) |
|
(7,427,250) |
|
|
|
|
|
|
|
|
Tax |
3 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss after tax |
|
|
(2,974,270) |
|
(7,427,250) |
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
- |
|
- |
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
(2,974,270) |
|
(7,427,250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (pence) continuing and total operations |
5 |
|
(2.06) |
|
(5.16) |
|
|
|
|
|
|
|
|
Diluted earnings per share (pence) continuing and total operations |
5 |
|
(2.06) |
|
(5.16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
The Company has no items of other comprehensive income. |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
As at |
|
As at |
|||
|
|
|
|
|
30 June 2023 |
|
30 June 2022 |
|||
|
|
|
Notes |
|
£ |
|
£ |
|||
|
|
|
|
|
|
|
|
|||
|
ASSETS |
|
|
|
|
|
|
|||
|
Non-current assets |
|
|
|
|
|
|
|||
|
Financial assets held at fair value through profit or loss |
6 |
|
4,779,202 |
|
7,261,904 |
||||
|
|
|
|
|
4,779,202 |
|
7,261,904 |
|||
|
|
|
|
|
|
|
|
|||
Current assets |
|
|
|
|
|
|
|||
|
Other receivables and prepayments |
|
7 |
|
44,977 |
|
10,146 |
|||
|
Cash and cash equivalents |
|
8 |
|
478,200 |
|
1,003,090 |
|||
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
523,177 |
|
1,013,236 |
|||
|
|
|
|
|
|
|
|
|||
|
Total assets |
|
|
|
5,302,379 |
|
8,275,140 |
|||
|
|
|
|
|
|
|
|
|||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|||
|
Current liabilities |
|
|
|
|
|
|
|||
|
Trade and other payables |
|
9 |
|
54,439 |
|
52,930 |
|||
|
|
|
|
|
54,439 |
|
52,930 |
|||
|
|
|
|
|
|
|
|
|||
|
Total Liabilities |
|
|
|
54,439 |
|
52,930 |
|||
EQUITY |
|
|
|
|
|
|
|||
|
Stated capital |
|
|
|
16,652,482 |
|
16,652,482 |
|||
|
Share based payment reserve |
|
11 |
|
469,670 |
|
469,670 |
|||
|
Retained deficit |
|
|
|
(11,874,212) |
|
(8,899,942) |
|||
|
|
|
|
|
|
|
|
|||
Total equity |
|
|
|
5,247,940 |
|
8,222,210 |
|||
|
|
|
|
|
|
|
|
|||
|
Total liabilities and equity |
|
|
|
5,302,379 |
|
8,275,140 |
|||
|
|
|
|
|
|
|
|
|||
|
|
|||||||||
|
|
|||||||||
|
These financial statements were approved and authorised for issue by the Board of Directors on 8 November 2023 and were signed on its behalf by: |
|||||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
D R King |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Director 8 November 2023 |
|
|
|
|
|
|
|
||
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
|
|
|
|
|
|
|
|
|
|
|
|
Stated |
Share-based |
Retained |
Total |
|
|
|
|
capital |
payment reserve |
deficit |
equity |
|
|
|
|
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 July 2021 |
|
|
16,652,482 |
469,670 |
(1,472,692) |
15,649,460 |
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
Total Comprehensive loss for the year ended 30 June 2022 |
|
|
- |
- |
(7,427,250) |
(7,427,250) |
|
|
|
|
|
|
|
|
|
As at 30 June 2022 |
|
|
16,652,482 |
469,670 |
(8,899,942) |
8,222,210 |
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
Total Comprehensive loss for the year ended 30 June 2023 |
|
|
- |
- |
(2,974,270) |
(2,974,270) |
|
|
|
|
|
|
|
|
|
As at 30 June 2023 |
|
|
16,652,482 |
469,670 |
(11,874,212) |
5,247,940 |
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
|
|
|
|
|
|
|
|
|
|
|
Year ended 30 June 2023 |
|
Year ended 30 June 2022 |
|
|
Notes |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
(2,974,270) |
|
(7,427,250) |
|
Adjustments for: |
|
|
|
|
|
|
Net loss on financial assets at fair value through profit or loss |
|
|
2,718,218 |
|
7,203,727 |
|
Movement in other receivables and prepayments |
|
|
(34,831) |
|
(5,704) |
|
Movement in trade and other payables |
|
|
1,509 |
|
13,395 |
|
Net cash used in operating activities |
|
|
(289,374) |
|
(215,832) |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from return of capital on investment |
6 |
|
299,320 |
|
- |
|
Purchase of investments |
6 |
|
(534,836) |
|
- |
|
Net cash used in investing activities |
|
|
(235,516) |
|
- |
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(524,890) |
|
(215,832) |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
1,003,090 |
|
1,218,922 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
8 |
|
478,200 |
|
1,003,090 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
|
1. GENERAL INFORMATION AND STATEMENTS OF COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION |
||||||||||||||||||
|
|
||||||||||||||||||
|
Westmount Energy Limited (the "Company") operates solely as an energy investment company. The investment strategy of the Company is to invest in and provide follow on capital to small and medium sized companies that have significant growth possibilities. |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
The Company was incorporated in Jersey on 1 October 1992 under the Companies (Jersey) Law 1991, as amended, and is a public company with registered number 53623. The Company is listed on the London Stock Exchange Alternative Investment Market ("AIM"). On 1 December 2020 the Company commenced cross-trading on the OTCQB Market in New York, U.S., under the ticker symbol "WMELF". |
||||||||||||||||||
|
|
||||||||||||||||||
|
Basis of Preparation The financial statements are prepared on a going concern basis in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and applicable legal and regulatory requirements of the Companies (Jersey) Law 1991. The financial statements have been prepared under the historical cost convention as modified by the valuation of financial assets held at fair value through profit or loss.
The Directors are satisfied that the Company has sufficient liquidity to meet its operational expenditure and obligations from the date of approval of the financial statements. The Directors monitor the income and expenditure of the Company and have concluded that, at the time of approving the financial statements of the Company, there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they have adopted the going concern basis of accounting in preparing the annual financial statements.
Ukraine invasion During the prior year, Ukraine was invaded by the Russian military. This had an immediate impact on the global economy due to sanctions being imposed on Russia. Oil and gas prices have risen significantly and there have been restrictions on the exportation of goods from both the Ukraine and Russia. In preparing these financial statements, these uncertainties have been considered throughout. The Directors will continue to monitor the situation on a regular basis.
|
||||||||||||||||||
|
2. ACCOUNTING POLICIES |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
||||||||||||||||||
|
The significant accounting policies that have been applied in the preparation of these financial statements are summarised below. These accounting policies have been used throughout all periods presented in the financial statements. |
||||||||||||||||||
|
|
||||||||||||||||||
|
New standards, amendments and interpretations to existing standards that are effective in the current year There are no standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 July 2022 that have a material effect on the financial statements of the Company.
New standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company At the date of authorisation of these financial statements there are no other standards that are not yet effective and that would be expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.
Use of estimates and judgements The preparation of financial statements in conformity with IFRS requires the use of accounting estimates and the exercise of judgement by management while applying the Company's accounting policies in relation to the value of options issued and derivative financial instruments, as set out in notes 11, 12 and 13. Derivative financial instruments, which are embedded in the convertible loan notes issued by the Company, have been presented separately from the host contract. The bifurcation of the embedded derivative financial instruments requires judgement by management to estimate the fair value of the derivatives on initial recognition of the financial instrument.
These estimates are based on the management's best knowledge of the events which existed at the date of issue of the financial statements and at the statement of financial position date however, the actual results may differ from these estimates.
Financial assets at fair value through profit and loss that are not listed have been valued in accordance with IFRS using the International Private Equity and Venture Capital ("IPEVC") Guidelines and information received from the investment entity. The inputs to value these assets require significant estimates and judgements to be made by the Directors. The Directors have considered the sensitivity of the valuations as detailed in note 12.
Functional and presentation currency The functional currency of the Company is United Kingdom Pounds Sterling ("Sterling"), the currency of the primary economic environment in which the Company operates. The presentation currency of the Company for accounting purposes is also Sterling.
Foreign currency monetary assets and liabilities are translated into Sterling at the rate of exchange ruling on the last day of the Company's financial year. Foreign currency non-monetary items that are measured at fair value in a foreign currency are translated into Sterling using the exchange rates at the date when the fair value was determined. Foreign currency transactions are translated at the exchange rate ruling on the date of the transaction. Gains and losses arising on the currency translation are included in administrative expenses in the Statement of Comprehensive Income in the year in which they arise.
Financial instruments Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument.
(a) Classification The Company classifies its financial assets in the following measurement categories: - those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and - those to be measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows. The Company determines the classification of its financial assets and financial liabilities at initial recognition.
Financial liabilities which are not financial liabilities held at fair value through profit or loss are classified as other financial liabilities and held at amortised cost.
(b) Recognition and measurement Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the statement of comprehensive income.
Subsequent to initial recognition, financial assets at fair value through profit or loss are re-measured at fair value. For listed investments, fair value is determined by reference to stock exchange quoted market bid prices at the close of business at the end of the reporting year, without deduction for transaction costs necessary to realise the asset. For non-listed investments fair value is determined by using recognised valuation methodologies, in accordance with the IPEVC Guidelines. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the statement of comprehensive income in the period in which they arise.
Subsequent measurement of the Company's debt instruments depends on the model for managing the asset and the cash flow characteristics of the asset.
The Company measures debt instruments at amortised cost if they are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The Company recognises any impairment loss on initial recognition and any subsequent movement in the impairment provision in the statement of comprehensive income.
Debt instruments which do not represent solely payments of principal and interest are measured at fair value through profit or loss.
Financial liabilities, which includes borrowings, are measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Financial liabilities at fair value through profit or loss are re-measured at fair value. Gains or losses arising from changes in fair value of financial liabilities at fair value through profit or loss are presented in the statement of comprehensive income in the period in which they arise.
(b) Impairment Under IFRS 9, the impairment model requires the recognition of impairment provisions based on expected credit losses ("ECL") rather than only incurred credit losses as was the case under IAS 39. IFRS 9 permits a simplified approach to trade and other receivables which allows the Company to recognise the loss allowance at initial recognition and throughout its life at an amount equal to lifetime ECL. ECL are a probability-weighted estimate of credit losses. A credit loss is the difference between the cash flows that are due to an entity in accordance with the contract and the cash flows that the entity expects to receive discounted at the original effective interest rate. ECL consider the amount and timing of payments, thus a credit loss arises even if the entity expects to be paid in full but later than when contractually due.
The historical default rate has been considered by the Directors and there is no history of bad debt. Under IFRS 9 ECL Model as well, which is forward looking, all factors that could contribute to expected future losses have been considered by the Directors and there is no expectation of credit loss in the future. As such the Directors concluded that there is no material impact on the financial statements.
(c) Derecognition A financial asset or part of a financial asset is derecognised when the rights to receive cash flows from the asset have expired and substantially all risks and rewards of the asset have been transferred.
The Company derecognises a financial liability when the obligation under the liability is discharged, cancelled or expired. |
||||||||||||||||||
|
|
||||||||||||||||||
|
Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held on call with banks and cash with broker. For the purpose of the Statement of Cash Flows, cash and cash equivalents are considered to be all highly liquid investments with maturity of three months or less at inception.
Equity, reserves and dividend payments Ordinary shares are classified as equity. Transaction costs associated with the issuing of shares are deducted from stated capital. Retained deficit include all current and prior period retained profits and losses. Shares are classified as equity when there is no obligation to transfer cash or other assets.
Income and Expenditure The income and expenses of the Company are recognised on an accruals basis in the Statement of Comprehensive Income.
Share options Equity-settled share-based payment transactions are measured at the fair value of the goods and services received unless that cannot be reliably estimated, in which case they are measured at the fair value of the equity instruments granted. Fair value is measured at the grant date and is estimated using valuation techniques as set out in note 11. The fair value is recognised in the Statement of Comprehensive Income, with a corresponding increase in equity via the share option account in profit or loss. When options are exercised, the relevant amount in the share option account is transferred to stated capital. When options expire, the Company does not subsequently reverse the amounts already recognised for services received from the Directors.
|
||||||||||||||||||
|
3. TAXATION |
|
|
|
|
|
|
|
|
|
|||||||||
|
The Company is subject to income tax at a rate of 0%. The Company is registered as an International Services Entity under the Goods and Services Tax (Jersey) Law 2007 and a fee of £300 has been paid, which has been included in administrative expenses.
|
||||||||||||||||||
4. ADMINISTRATIVE EXPENSES
|
|
|
2023 |
|
2022 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Administration and consultancy fees |
|
52,871 |
|
55,755 |
|
Advisory fees |
|
29,779 |
|
26,922 |
|
Audit fees |
|
19,264 |
|
16,636 |
|
Directors' fees |
|
60,000 |
|
60,000 |
|
Legal and professional fees |
|
26,556 |
|
20,853 |
|
Printing and stationery |
|
23,324 |
|
20,720 |
|
Registered agent's fees |
|
20,733 |
|
22,459 |
|
Other expenses |
|
20,544 |
|
24,282 |
|
|
|
|
|
|
|
|
|
253,071 |
|
247,627 |
5. EARNINGS PER SHARE
|
Basic earnings per share (pence) |
2023
(2.06) |
2022
(5.16) |
|
Diluted earnings per share (pence) |
(2.06) |
(5.16) |
Current year loss
The calculation of diluted earnings per share is not required this year as the loss for the year is not diluted. The calculations have been left in for information.
The table below presents information on the profit attributable to the shareholders and the weighted average number of shares used in the calculating the basic and diluted earnings per share.
|
|
|||
|
|
|
||
|
|
2023 |
2022 |
|
|
Basic earnings per share |
£ |
£ |
|
|
Loss attributable to the shareholders of the Company |
(2,974,270) |
(7,427,250) |
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
|
(Loss)/profit attributable to the shareholders of the Company: |
|
|
|
|
Used in calculating basic earnings per share |
(2,974,270) |
(7,427,250) |
|
|
Add interest expense |
- |
- |
|
|
Loss attributable to the shareholders of the Company used in calculating diluted earnings per share |
(2,974,270) |
(7,427,250) |
|
|
|
No. of shares |
No. of shares |
|
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share |
144,051,486 |
144,051,486 |
|
Adjustments for calculating of diluted earnings per share: |
|
|
|
Share options |
- |
- |
|
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share |
144,051,486 |
144,051,486 |
|
Share options The share options have been included in the determination of the diluted earnings per share to the extent to which they are dilutive. |
6. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
2023 |
|
2022 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
£ |
|
£ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Equity investments |
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Africa Oil Corp ("AOC") |
503,317 |
|
- |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Argos Resources Ltd ("Argos") |
3,480 |
|
17,400 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Cataleya Energy Corporation ("Cataleya") |
1,867,404 |
|
4,670,296 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Eco Atlantic Oil & Gas Ltd ("Eco Atlantic") |
216,750 |
|
384,750 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
JHI Associates Inc ("JHI") |
2,182,521 |
|
2,182,521 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Ratio Petroleum Energy Limited Partnership ("Ratio") |
5,730 |
|
6,937 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total investments |
4,779,202 |
|
7,261,904 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net changes in fair value of financial assets designated at fair value through profit or loss |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 |
|
2022 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
£ |
|
£ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Opening cumulative unrealised (loss) / gain |
(5,599,369) |
1,604,358 |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net unrealised movement |
(2,251,229) |
|
(7,203,727) |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Cumulative unrealised (loss) / gain on financial assets at fair value through profit or loss |
(7,850,598) |
|
(5,599,369) |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 |
|
2022 |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
£ |
|
£ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Unrealised loss |
(2,251,229) |
(7,203,727) |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Realised loss on return of capital of financial assets |
(466,989) |
|
- |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net changes in fair value of financial assets at fair value through profit or loss |
(2,718,218) |
|
(7,203,727) |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
On 30 June 2023, the fair value of the Company's holding of 300,000 (2022: £Nil) ordinary fully paid shares in AOC, representing 0.06% (2022: 0.00%) of the issued share capital of the company, was £503,317 (2022: £Nil) (1.68p per share (2022: £Nil)). 300,000 shares were purchased in the current year. No shares were disposed of in the current nor prior years.
On 30 June 2023, the fair value of the Company's holding of 1,000,000 (2022: 1,000,000) ordinary fully paid shares in Argos, representing 0.43% (2022: 0.43%) of the issued share capital of the company, was £3,480 (2022: £17,400) (0.35p per share (2022: 1.74p per share)). No shares were purchased or disposed of in the current nor prior years.
On 30 June 2023, the fair value of the Company's holding of 1,500,000 (2022: 1,500,000) ordinary fully paid shares in Eco Atlantic, representing 0.44% (2022: 0.44%) of the issued share capital of the company, was £216,750 (2022: £384,750) (14.45p per share (2022: 25.65p per share)). No shares were purchased or disposed of in the current year nor prior years.
On 30 June 2023, the fair value of the Company's holding of 89,653 (2022: 89,653) ordinary fully paid shares in Ratio, representing 0.04% (2022: 0.04%) of the issued share capital of the Company, was £5,730 (2022: £6,937) (6.39p per share (2022: 7.74p per share)). No shares were purchased or disposed of during the current nor prior years.
On 30 June 2023, the Directors' estimate of the fair value of the Company's holding of 474,816 (2022: 567,185) shares in Cataleya was £1,867,404 (2022: £4,670,296) (£3.93 per share (2022: £8.23)). During the year, Cataleya completed a return of capital transaction for 92,369 shares for a total amount of £299,320. No shares were purchased during the current nor prior years.
On 30 June 2023, the Directors' estimate of the fair value of the Company's holding of 5,651,270 (2022: 5,651,270) shares in JHI was £2,182,521 (2022: £2,182,521) (£0.39 per share (2022: £0.39 per share)). No shares were purchase or disposed of in the current year.
7. OTHER RECEIVABLES AND PREPAYMENTS
8. CASH AND CASH EQUIVALENTS
9. TRADE AND OTHER PAYABLES
10. STATED CAPITAL
There were no share issues nor redemptions during the year ended 30 June 2023 (2022: £Nil).
11. SHARE-BASED PAYMENT RESERVE
The number and weighted average exercise price of share options are as follows:
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
No options expired during the year (30 June 2022: 2,250,000).
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
12. FINANCIAL RISK
The Company's investment activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
a) Market risk i) Foreign exchange risk The Company's functional and presentation currency is sterling. The Company is exposed to currency risk through its investments in Cataleya, JHI and Ratio, and cash at bank. The Directors have not hedged this exposure.
Currency exposure as at 30 June:
If the value of sterling had strengthened by 5% against all of the currencies, with all other variables held constant at the reporting date, the equity attributable to equity holders and the loss for the period would have decreased by £250,893 (2022: £352,898). The weakening of sterling by 5% would have an equal but opposite effect. The calculations are based on the foreign currency denominated financial assets as at year end and are not representative of the period as a whole.
ii) Price risk Price risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate due to changes in market prices. The Company is exposed to price risk on the investments held by the Company and classified by the Company on the Statement of Financial Position as at fair value through profit or loss. To manage its price risk, management closely monitor the activities of the underlying investments.
The Company's exposure to price risk is as follows:
With the exception of JHI and Cataleya, the Company's investments are all publicly traded and listed on either the AIM, OTCQB, Tel Aviv Stock Exchange or Toronto Stock Exchange. A 30% increase in market price would decrease the pre-tax loss for the year and increase the net assets attributable to ordinary shareholders by £218,783 (2022: £122,726). A 30% reduction in market price would have increased the pre-tax loss for the year and reduced the net assets attributable to shareholders by an equal but opposite amount. 30% represents management's assessment of a reasonably possible change in the market prices.
A 30% increase in the market price of JHI and Cataleya would decrease the pre-tax loss for the year and increase the net assets attributable to ordinary shareholders by £1,214,978 (2022: £2,055,845). A 30% reduction in market price would have increased the pre-tax loss for the year and reduced the net assets attributable to shareholders by an equal but opposite amount. 30% represents management's assessment of a reasonably possible change in the market price of JHI and Cataleya based on the price of share purchases over the last two years.
iii) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to material interest rate risk.
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
a) Credit risk |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet commitments it has entered into with the Company. The Directors do not believe the Company is subject to any significant credit risk exposure regarding trade receivables.
At the end of the reporting period, the Company's financial assets exposed to credit risk amounted to the following:
The Company considers that all the above financial assets are not impaired or past due for each of the reporting dates under review and are of good credit quality. |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
b) Liquidity Risk Liquidity risk is the risk that the Company cannot meet its liabilities as they fall due. The Company's primary source of liquidity consists of cash and cash equivalents and those financial assets which are publicly traded and held at fair value through profit or loss and which are deemed highly liquid.
The following table details the contractual, undiscounted cash flows of the Company's financial liabilities
As at 30 June 2023
As at 30 June 2022
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Capital Management The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide optimum returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital.
In order to maintain or adjust the capital structure, the Company may issue new shares, return capital to shareholders or sell assets. The Company does not have any debt nor is the Company subject to any external capital requirements. |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fair Value Estimation The Company has classified its financial assets as fair value through profit or loss and fair value is determined via one of the following categories:
Level I - An unadjusted quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. As required by IFRS 7, the Company will
not adjust the quoted price for these investments, (even in situations where it holds a large position and a sale could reasonably impact the quoted price). |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Level II - Inputs are other than unadjusted quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Level III - Inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
The following table shows the classification of the Company's financial assets:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
The Company has classified quoted investments as Level I, derivative financial instruments as Level II and unquoted investments as Level III. The Level III investment is at an early stage of development and therefore has been valued based on the recent price of the investment. The Directors have considered market expectations of future performance of the entity's industry sector, in particular known interest in the area of current exploration. As such, the Directors consider that the recent price of the investment in Cataleya fairly reflects the value of the investment as at 30 June 2023. Following a recently completed transaction in JHI the Directors have used this price as their basis for determining the Company's fair value investment in JHI. There have been no movements in classifications during the year.
A reconciliation of the movements in Level III investments is shown below:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
13. DIRECTORS' REMUNERATION AND SHARE OPTIONS
At the year end the Company owed £10,000 (2022: £10,000) in outstanding Directors' fees.
During the year consultancy fees of £21,469 (2022: £23,694) were paid to D Corcoran.
No options were granted during the current year. No options were exercised during the current nor prior years.
The shares held by the Directors are declared in the Directors' report.
The Company does not employ any staff except for its Board of Directors. The Company does not contribute to the pensions or any other long-term incentive schemes on behalf of its Directors.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
14. RELATED PARTIES |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Canaccord Genuity as a significant shareholder of the Company is considered a related party under AIM rules. The Company paid £400 in Custody fees to Canaccord Genuity for the year (2022: £400).
The shares held by the Directors are declared in the Directors' report.
15. CONTROLLING PARTY
In the opinion of the Directors, the Company does not have a controlling party.
16. SUBSEQUENT EVENTS
In the opinion of the Directors, there are no significant events subsequent to the year-end that require adjustment or disclosure in the financial statements.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 1 day ago Legal & General Group
- 1 day ago Legal & General Group
- 1 day ago GETECH Group
- 1 day ago Great Portland Estates
- 1 day ago Time Out Group