19 November 2024
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 2024, and hereby gives notice
that the Annual General Meeting of Westmount Energy Limited will be
held at Floor 4, Liberation House, Castle Street, St Helier, Jersey
JE1 4HH, Channel Islands on 12 December 2024 at 11.00.
Copies of the Company's results and
Notice of AGM are available on the Company's website,
www.westmountenergy.com from today.
CHAIRMAN'S REVIEW
2024 Highlights
· Canje Block, Guyana operator is reported
to have secured a 1-year extension to March 2026; specific guidance
on timeline of drilling is not yet available
· Kaieteur Block - Exit of ExxonMobil and
Hess with return of licence equity to Ratio Petroleum 50% and CEC
50%; Farm-down process underway spearheaded by new operator, Ratio
Petroleum
· Ratio Energy Partnership Ltd. proposing
to acquire Ratio Petroleum at 0.35NIS per share unit subject to
shareholder approval
· CEC redeems all outstanding loan notes
with the large US Private Equity Fund becoming a 21.4% shareholder
via conversion of some loan notes at circa
USD$9.03/share
· Orinduik Block - Farm-down process
underway to support drilling of Cretaceous commitment well;
neighbouring 2018 Hammerhead Discovery has recently been announced
by Stabroek operator, ExxonMobil, as the 7th development
on Stabroek block, followed by the drilling of Hammerhead-4
appraisal well proximal to Orinduik block
boundary
· Investment in Africa Oil Corp, Orange
Basin - giant Venus light oil discovery - development planning
advances with first FPSO to target 160,000 bpd oil and 500 mmscf/d
gas handling capacity.
· Resumption of Namibian exploration
drilling campaign in October 2024 with Tamboti-1x - targeting a
billion-barrel resource - expected to reach main reservoir during
December
· Blocks 2913B and 2912, Namibia -
completion of Impact/TotalEnergies
farm-down
transaction yields Impact USD$99M
plus an interest free 'loan carry', with no cap, to fund Impact's
share of all forward expenditures, on these blocks, to first
oil
· Block 3B/4B, South Africa - Eco and
Africa Oil Corp farm-down to TotalEnergies and QatarEnergy
completed in advance of South African, Orange Basin, drilling
campaign
· Company had cash of £0.222M and listed
marketable securities of £0.624M at Year End, 30th June
2024; no debt
The global energy landscape continues
to evolve against the demands for more energy, less emissions and
competitive capital returns. Rising populations and aspirations for
higher living standards continue to drive a relentless growth in
demand for energy which is forecast to be only partially offset by
energy efficiency gains. Under most scenarios oil and gas are
forecast to remain as significant pillars of the energy
infrastructure with both underinvestment and geopolitics
contributing to the perception that energy market disruption risks
are higher on the supply side than the demand side1. Nevertheless, demand
forecasts for oil and gas are more challenging and uncertain as the
world grapples with energy transition and net-zero ambitions. For
example, wildly conflicting views prevail with respect to the
timing of peak oil demand, with OPEC's 2024 Annual World Oil
Outlook suggesting oil demand will reach 120 million b/d by 2050,
with no peak demand in sight, in stark contrast with the 'Oil 2024'
analysis of the International Energy Agency (IEA) which is
forecasting peak oil demand towards the end of this decade, with a
total supply capacity rising to nearly 113.8 mb/d by 2030, a
whopping 8 mb/d above IEA's projected global demand of 105.4 mb/d
at that time 2,3.
In the near term, global oil demand
growth has been slowing sharply from its post pandemic rates driven
primarily by a slowing Chinese economy, oil substitution by
alternative fuels and the effects of prolonged higher interest
rates that have been used to tackle inflation in developed
economies. The IEA's September Oil Market report is forecasting
900k b/d demand growth in 2024 versus the 2.3m b/d growth recorded
in 2023. Oil prices have traded in the $70-$93/bbl range during the
last year - but have demonstrated continued volatility - influenced
by geopolitical instability created by the Iran/Israeli and
Russia/Ukraine conflicts, OPEC+ posturing and the softening global
demand outlook. In early September Brent traded at $70/bbl down
from an early April 2024 high of $91/bbl which prompted Saudi
Arabia and its OPEC+ allies to announce that they would postpone by
two months the start of their planned unwinding of extra voluntary
production cuts of 2.2m b/d which had been in place since July
2023.
In the meantime, governments continue
to recalibrate their energy transition policies and emission
reduction targets in the face of energy security concerns and the
challenge of energy affordability for citizens grappling with
cost-of-living increases over the past 2 years. Notwithstanding the
massive investment and buildout of renewable energy capacity over
the past 5 years, renewables have only met circa 59% of new global
energy demand in 2023, with fossil-fuel use continuing to grow in
absolute terms during this period3. Both governments and
major integrated energy providers struggle to choreograph energy
transition policies with investment strategies in the face of
capital demands, uncertain technologies and the need to maintain a
resilient energy infrastructure. For example, New Zealand's
government, in the face of escalating energy shortages and soaring
prices, has pledged to introduce legislation to repeal a 2018 ban
on offshore petroleum exploration before the end of 2024 and to
attract investment to the country's oil and gas sector. At the same
time, it has been reported that European supermajors Shell and BP
have been responding to investor pressures by rethinking their
'2030 renewable strategies' - with BP rowing back on its 2020
pledge to cut oil and gas output by 40%4.
While upstream investment is forecast
by the IEA to reach USD $565 billion in 20243, 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 sector,5,6. 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 term7. 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. For
example, Wood Mackenzie's review of 30 upstream projects > 50
MMboe, which could reach FID in 2024, found that the average
emissions intensity for the 'FID Class of 2024' is 13.6 kgCO2e/boe,
well below the global upstream average of 21 kgCO2e/boe8. 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 space9.
Notwithstanding this trend, it's been
a disappointing summer for Atlantic margin frontier/emerging basin
deepwater exploration drilling - with a number of apparently
unsuccessful high impact wells such as Argerich-1 (Argentina),
Sitka-1 (Canada), Trumpetfish-1 (Guyana), Persephone-1 (Canada),
Niamou Marine-1x (Congo, Brazzaville) and Atum-1x (Guinea-Bissau).
These outcomes, should reinforce the focus by the majors on the
more prolific petroleum systems of the emerging deepwater
Guyana-Suriname & Orange basins - two areas that remain 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. Against a backdrop of some
intermittent friction with respect to the border with Venezuela,
Guyana has become a significant source of non-OPEC production
growth and is on track to become the largest oil producer per
capita, globally, next year. With the three projects on stream -
Liza Phase 1, Liza Phase 2 and Payara - already demonstrating
aggregate peak production levels of 660k BOPD (September 2024), and
with Yellowtail expected to start production in 2025 with an
initial target of 250k BOPD, the country is on a trajectory for
900k BOPD by late next year. In addition, with the Uaru (250k BOPD,
start-up 2026) and Whiptail (250k BOPD, start-up late 2027)
projects already sanctioned, Guyana's oil production capacity is
headed for 1.4M BOPD and beyond, with the potential for up to 10
FPSOs10.
Furthermore, a 7th project - the Hammerhead development
- which is expected to utilise a converted FPSO, is targeting
between 120,000 and 180,000 barrels of oil per day (b/d) and is on
track for FID in 2025, with first oil planned for 2029.
In parallel with development
activities exploration drilling has also continued on the Stabroek
block throughout 2023 and into 2024. Following on from discoveries
at Fangtooth SE-1 (61m oil-bearing) and Lancetfish-1 (28m
oil-bearing) announced in January and April 2023, respectively, it
was also reported in October 2023 that a successful appraisal well
at Lancetfish-2 (38m net oil pay) had encountered an additional 20m
of net oil pay in a new discovery interval. On 15th
March 2024 ExxonMobil announced its first discovery for the year at
Bluefin-1 (60m hydrocarbon bearing) in the southeast of the block,
adjacent to the Canje block boundary. A noticeable shift in
exploration drilling focus appears to have occurred during 2024
with the targeting of hub class prospects at Trumpetfish-1 and
Redmouth-1, Redmouth-1A (results unknown) in a relatively undrilled
area to the northwest of the initial Liza discovery and also
significant appraisal drilling/testing operations targeting the
more gas rich resources in the southeast of the block (Haimara-1,
-2,-3,-4, Bluefin-1). Separately, in June 2024, it was reported
that the government of Guyana had selected a U.S. startup, Fulcrum
LNG, in partnership with ExxonMobil, to assist with monetization of
gas resources which could be produced on a large scale, for
export11.
On a smaller scale, Guyana's first
Gas to Energy project is at an advanced stage. On the 9th October
2024 it was reported that a pipeline connecting the Liza Phase 1
and Phase 2 FPSOs with onshore integrated gas processing facilities
(currently under construction at Wales, West Bank Demerara) had
been mechanically completed and pressure tested. The pipeline has a
capacity to transport circa 130 million cubic feet of gas per day
(mmcf/d) but will initially deliver approximately 50 mmcf/d to feed
the 300MW power plant and NGL facility. The 200km pipeline could be
in service by year end 202412. The project, which is
expected to help lower electricity costs and reduce emissions once
completed next year, will be the first to take advantage of
associated gas produced with the oil on the Stabroek
Block.
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
pandemic.
On 23rd October 2023 Chevron
Corporation announced that it had entered into a definitive
agreement with Hess Corporation to acquire all of the outstanding
shares of Hess in an all-stock transaction valued at $53 billion,
with a total enterprise value of the transaction, including debt,
of $60 billion. The transaction was originally expected to close in
H1 2024. However, on 6th March 2024 it was reported that ExxonMobil
had filed for arbitration, with the International Chamber of
Commerce (ICC) in Paris, to assert it's right of first refusal
under the Stabroek JOA. Subsequently, the Chevron-Hess merger has
cleared other hurdles, including shareholder approvals and FTC
anti-trust review, with the ICC arbitration hearing now set for May
2025 and a ruling to be made within the following 3
months.
Outside of Stabroek - on the
Corentyne Block - after protracted drilling operations, CGX Energy
reported an oil discovery at Wei-1 on the 28th June
2023. In addition to the previously announced discovery of
23.5 metres of net oil pay in the Maastrichtian-Campanian interval
they reported that 64 metres of hydrocarbon bearing sandstone had
also been logged in the Santonian interval. While fluid sampling
indicated the presence of light oil in the Campanian and sweet
medium crude oil (24.9oAPI) in the Maastrichtian, fluid
samples had not been obtained in the Santonian interval due to
downhole tool failure13. The commercial
potential of the Wei-1 discovery or the earlier Kawa-1 discovery
has yet to be determined.
Subsequently, in December 2023 a
joint CGX Energy and Frontera Energy news release indicated that
the JV's assessment, of the Maastrichtian interval in the northern
part of the Corentyne block, estimated 514-628 Pmean Unrisked Gross
Prospective Resources - with the potential for a standalone oil
resource development13. An investment
bank, Houlihan Lokey, was appointed to support pursuit of strategic
options but a roadmap has yet to emerge.
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. On the 15th September 2023 it was
announced that bids had been received for eight of the fourteen
blocks on offer, with a total of 14 bids received from 6 groups,
including the ExxonMobil/Hess/CNOOC and the
TotalEnergies/QatarEnergy/Petronas groups. Contract negotiations
are continuing but, on the 16th October 2024, it was
reported that agreement had been reached on the new PSA terms with
respect to five of the awarded blocks14.
In the Surinamese sector exploration,
appraisal and development activities have continued through this
period. In September 2023 the Block 58 operator, TotalEnergies,
reported that, following a successful appraisal well at Krabdagu-3,
the Sapkara South and Krabdagu low-GOR oil discoveries were now
fully appraised. On 1st October 2024, Suriname's first
offshore development was confirmed when FID was announced for the
development, renamed 'GranMorgu', with First Oil scheduled for
mid-2028. This development brings together a combined 750 million
barrels of recoverable resources using an all-electric, 220,000
bopd FPSO, with 4-year plateau and full gas reinjection - meeting
the operator's requirements in terms of unit cost (CAPEX + OPEX
$19/boe) and emissions intensity (<16 Kg/boe CO2)15. The GranMorgu FPSO is designed to accommodate future tie-back
opportunities that would extend its production plateau.
Elsewhere, offshore Suriname,
Petronas has been progressing the potential for an integrated oil
and gas development in the area of Block 52. On the 2nd
November 2023 Petronas reported that Roystonea-1 had encountered
several oil-bearing Campanian sandstone reservoir packages which
might have potential development synergy with the earlier Sloanea-1
discovery made in 2020. On 16th May 2024 Petronas
announced a third discovery on Block 52, with Fusaea-1 encountering
several oil and gas-bearing sandstone reservoirs in the Campanian
interval. Subsequently, on 8th August 2024, a successful
appraisal well at Sloanea-2 was reported, with Petronas flagging
the potential for a standalone Floating Liquified Natural Gas
(FLNG) project at the field.
On the 18th December 2023, Staatsolie
announced the signature of three new PSCs for deepwater blocks
offshore Suriname - awarded as a result of the November 2022
Demarara Bid Round - Block 63 (Petronas 100%), Block 64
(TotalEnergies 40%, QatarEnergy 30%, Petronas 30%) and Block 65
(Shell 60%, QatarEnergy 40%). An exploration well will be drilled
on both Block 64 and Block 65 during the first 3-year exploration
phase. On 13th September 2024 Staatsolie announced the
signature of two new PSCs (Blocks 14 & 15) with Petrochina, a
subsidiary of CNPC.
In summary, exploration drilling
results continue to support the presence of multiple plays, quality
reservoirs and the potential for stacked-pay drilling opportunities
within the Guyana-Suriname basin. It is against this evolving
backdrop that the hydrocarbon plays and prospects have been
high-graded on the Kaieteur, Canje and Orinduik blocks and JV
alignment is being progressed 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)
In early 2022, the deepwater Orange
Basin became the latest global exploration hotspot, ignited by the
announcements in quick succession of major oil discoveries at
Graff-1x on Block 2013A and Venus-1x on Block 2913B by groups
headed by Shell and TotalEnergies, respectively. These play-opening
discoveries triggered a wave of deepwater exploration and appraisal
in the Orange Basin, which has yielded a series of significant
discoveries (Graff-1x, Venus-1x, La Rona-1x, Jonker-1x, Lesedi-1x,
Mopane-1x, Mopane-2x, Mangetti-1x and Enigma-1x) across three
blocks with 13 out of 15 successful wells drilled to date and a
NAMCOR estimate of +21 Bn boe in-place resources discovered since
early 202216.
These exploration successes have been
followed by a flurry of appraisal activities, including the
drilling of large appraisal step-out wells at Venus-1A, Venus-2A
and Mangetti-1x on Block 2913B, at Jonker-1A and Jonker-2A on Block
2913A and at Mopane-2x on the Galp Energia ("Galp") operated Block
2813B. 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/options (Chevron PEL90 and Woodside PEL87,
respectively) resulting in large scale 3D seismic acquisition
programs on adjacent acreage, in addition to infill 3D acquisition
programs on the discovery blocks.
In addition to the appraisal
activities carried out on the Venus discovery during this period,
the first exploration well on Block 2912, Nara-1X, was completed in
September 2023 but was deemed non-commercial. The Tungsten Explorer
drillship was then mobilized to drill a dual-purpose exploration
and appraisal well - Mangetti-1X - on Block 2913B, at the northern
end of the giant Venus light oil accumulation. On the 8th February
2024 it was reported by AOC that, in addition to confirming the
northern extension of the Venus discovery, Mangetti-1X had also
intersected hydrocarbon bearing intervals in the shallower Mangetti
fan prospect, a separate fan system to the Venus oil discovery,
indicating a second significant discovery on Block
2913B.
In January 2024 Galp announced that
it had successfully drilled, logged and cored (deeper target only)
the Mopane-1x well - encountering two separate target intervals,
AVO-1 and the deeper AVO-2 target, each containing a significant
column of light oil in reservoir sands of high quality. On the
14th March 2023 Galp reported that it had successfully
completed an 8 km step-out well at Mopane-2x - also encountering a
significant column of light oil in reservoirs of high quality. This
well found the AVO-1 appraisal target had the same pressure regime
as the Mopane-1x well, confirming the lateral extension of this
discovery. All three targets in Mopane-2x (AVO-1, AVO-3 and a
deeper target) were fully cored and logged. Subsequent well testing
at Mopane-1x achieved an equipment constrained flow rate of
14kboepd. On 21st April 2024, Galp also confirmed that
the initial drilling campaign indicates good reservoir porosities,
high pressures and high permeabilities in large hydrocarbon columns
with fluid samples indicating very low viscosity oil with minimum
CO2 and no H2S present - all informing Galp's initial assessment of
circa 10 Bn boe of in-place hydrocarbon resources in the Mopane
complex17.
In April 2024, Shell was reported to
have wrapped up its multi-well exploration and appraisal campaign
on PEL 39 (Block 2913A) with the drilling of the Enigma-1x
discovery.
In May 2024 Azule Energy, a joint
venture between BP and Eni, announced a farm-in agreement with
Rhino Resources Namibia for a 42.5% stake in Block 2914A (PEL85),
with the option to become operator of the block, subject to
customary approvals.
Over the past few months much
industry attention has been focused around Galp and its PEL83
farm-out process as it seeks to derisk the asset by attracting a
new partner to help further explore the acreage and also appraise
and develop the giant Mopane accumulation.
After a lull in Orange Basin drilling
activity between May and October, drilling operations have
now recommenced - with TotalEnergies (Block 2913B) spudding the
Tamboti-1x exploration well on 20th October 2024, using
the DeepSea Mira semi-submersible rig; Galp spudding the Mopane-1A
appraisal well on 24th October, using the
Santorini Drillship, the first well in a 4-well program of 2
appraisal + 2 exploration wells on PEL 83; Chevron due to spud a
well on PEL90 (DeepSea Bollsta semi-submersible rig) and Azule
Energy/Rhino Resources planning to commence a 2 well exploration
program on PEL 85 (Block 2914A) by year end (Noble Venturer
Drillship).
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 southern portion of the Kaieteur
Block is covered by a 5,750km2 3D seismic survey, which
was acquired in 2017/18 and has provided the foundation for
maturing a significant prospect inventory on the block. A single
prospect has been drilled to date which resulted in a
sub-commercial oil discovery. The ExxonMobil operated Tanager-1
well, which was drilled in H2 2020, encountered 16 metres of net
oil pay (20oAPI oil) in high-quality sandstone
reservoirs of Maastrichtian age with a volumetric 'Best Estimate'
Unrisked Gross (2C) Contingent Oil Resource of 65.3 MMBBLs (Low to
High Estimates 17.7 MMBBLs to 131 MMBBLs) - Netherland, Sewell
& Associates Inc. ("NSAI") published CPR (February 14, 2021).
However, this discovery is currently considered to be
non-commercial as a standalone development.
Subsequent to the Tanager-1
discovery, on May 24, 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").
However, in spite of a number of subsequent postponements, the
operator ExxonMobil decided not to exercise its option to drill a
second well on the block.
On 27th September 2023 it
was announced by Ratio Petroleum Energy Limited Partnership ("Ratio
Petroleum"), 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 is noted,
that Ratio Petroleum is actively seeking a farm-down of
participating interests with a view to bringing a new deepwater
operator to the block. On the 17th November 2024 Ratio
Petroleum reported that a one-year extension, to February 2026, had
been granted to the drilling decision date. In parallel, on the
29th September 2024, Ratio Petroleum announced that it
had received a buy-out offer form Ratio Energy Partnership Ltd.
(already a significant shareholder in Ratio Petroleum) at 0.35NIS
per share unit, subject to shareholder approval. Ratio Energy
Partnership Ltd. is a well-capitalised TASE listed company, with a
15% interest in the giant, producing, Leviathan Gas Field, offshore
Israel and a current market capitalisation in excess of USD
$800M.
In this regard, it is also of note
that the two deepwater blocks (D1 & D2), immediately adjacent
to the Kaieteur block, have been the subject of at least one
application during the most recent Guyanese Bid Round which offered
acreage under less benign fiscal terms than the original Kaieteur
Block terms.
As of the 30th June 2024,
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 the 27th September 2023 of the withdrawl
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%. As of the 30th June
2024, Westmount retains a holding of approximately 4.1% 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)
In 2016, ExxonMobil, as operator,
acquired in excess of 6,100 km2 of 3D seismic covering
the entire Canje Block. Subsequent processing and interpretation of
this dataset was used to define a substantial prospect inventory on
the block with three prospects (Bulletwood-1, Jabillo-1, and
Sapote-1) high-graded for drilling in the initial drilling campaign
in 2021. All three wells were targeting Late Cretaceous basin floor
fans and channel complexes. Although the drilling confirmed the
presence of the Guyana-Suriname petroleum system, including the
presence of some quality reservoirs at all 3 locations, no
commercial hydrocarbons were encountered.
Subsequent to the completion of this
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.
On 11th 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 from 2024,
though well specific guidance has not yet been confirmed by JHI or
any of the Canje partners. In addition, the operator is reported to
have secured a one-year extension to the Canje Licence to March
202618.
Westmount holds an indirect interest
in the Canje Block as a result of its circa 6.2% interest (see
Table 1) in the issued share capital of JHI Associates Inc.
("JHI"), as of the 30th June 2024. 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 the 28th June 2021 and the
19th January 2022.
On the 25th 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 the 22nd 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, subject to the
completion of the Argos voluntary liquidation process, it is
estimated that Westmount's shareholding in JHI will increase by
approx. 33,600 shares, to 5,684,870 shares representing circa 6.24%
of the enlarged share capital of JHI.
The most recent published financial
information with respect to JHI indicated it had circa USD$19.7 M
in cash and cash equivalents as of 31st December
202119.
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)
In 2017 Tullow Oil, the then operator
of the Orinduik Block, acquired 2,500 km2 of 3D seismic
data covering the entire block. In 2019 the initial drilling
campaign on the block focused on the shallower Tertiary reservoirs
and resulted in two heavy oil discoveries, Jethro and Joe which are
currently considered to be non-commercial. As of 31st December
2022, the gross 2C resource attributable to Tullow's then 60%
operated interest amounted to 47.7MMBBLs. Throughout 2022 and
2023 the focus of the Orinduik Block JV partners 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 deeper Cretaceous
light oil prospect inventory with a view to target selection for
the next drilling campaign on the block. An EOG commissioned CPR by
WSP, dated 20th March, 2022, indicates an aggregate Unrisked
Prospective Resource (Best Estimate) of 3,386MMBBLs in 11
Cretaceous prospects. Nevertheless, progress towards drilling on
the block during this period remained stymied due to the diverging
strategies of the JV partners.
On the
10th 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.
Following completion of this
transaction, on the 21st November 2023, EOG became
operator of the block with an aggregate 75% WI held via its wholly
owned subsidiaries Eco Orinduik B.V. (60%) and Eco (Atlantic)
Guyana Inc (15%). Subsequently, at year end, TOQAP Guyana B.V
relinquished its 25% WI and EOG became the sole interest holder in
the Orinduik Block with 100% WI.
On January 22, 2024, EOG gave notice
to the Minister of Natural Resources of the Cooperative Republic of
Guyana to enter the Second Phase of the Second Renewable Period of
the Orinduik License which under the Petroleum Agreement contains a
commitment to drill a well to the Cretaceous by January
2026.
Subsequent to assuming operatorship
of Orinduik EOG has revitalised farm-down efforts with a view to
attracting partners to drill a stacked-pay target in the more
prolific Cretaceous light oil play, which remains unexplored on the
Orinduik Block. EOG has reported significant interest in the
farm-down campaign - potentially bolstered by the recent
announcement by Stabroek operator, ExxonMobil, that the
neighbouring 2018 Hammerhead Discovery would be the 7th development
on Stabroek block, which was then followed by the drilling of
Hammerhead-4 appraisal well proximal to the Orinduik block
boundary.
EOG reported its cash and cash
equivalents to be USD$1.185M at 30th June 2024 but was
anticipated to be circa USD$9M in early September 2024 as a result
of milestone payments due under various Block 3B/4B (South Africa)
farm-down transactions.
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 the
9th 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 was 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, at time of investment), which is understood to be the
largest oil discovery made globally in 2022.
AOC holds its effective interest in
these blocks via its shareholding in Impact Oil & Gas Limited
("Impact") a privately owned, Africa-focused, exploration company.
At the time of investment Impact (through its wholly owned
subsidiary, Impact Oil and Gas Namibia (Pty) Ltd.) held 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%).
Subsequent to 1st November and the completion of the
Impact/TotalEnergies farm-down transaction, announced on the
10th January 2024, Impact's WI has reduced to 9.5% in
both blocks - in return for a consideration of USD$99M cash
(pro-rata back costs) and an interest free full 'loan carry' for
all joint venture costs, with no
cap, through to first oil production. In parallel, AOC has
continued to increase its shareholding in its investee Impact via
two separate transactions - a Share Purchase Agreement and an
Option Agreement announced on the 18th March 2024 and
19th August 2024 respectively - which cumulatively will
increase AOC's shareholding in Impact from 31.1% to 39.5% (giving
AOC an effective interest of 3.75% in Blocks 2913B & 2912, post
completion of all three transactions).
On the 24th 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 pay.
On the 22nd 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.
Updates on the progress of this
multi-well program were provided by AOC and Impact on the
28th September 2023 and via the TotalEnergies Investor
Day presentations on the 27th September 2023. While
limited well specific public disclosures were provided, sufficient
insights had been gleaned by the operator from the appraisal
drilling and testing programs at Venus-1X_ST and Venus-1A to
indicate the commercial viability of a Venus deepwater development.
It was also 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-commercial. Subsequently, it
was reported by AOC on the 15th May 2024, that the additional
appraisal drilling and test results from Venus-2A and Mangetti-1X
(Venus interval) support the development of Venus. The main
development challenges identified during the appraisal campaign
included location of the initial FPSO via the identification of
reservoir 'sweet-spots' with higher permeability and well
productivity and a scheme for the economic handling of significant
associated gas volumes.
At the TotalEnergies Strategy Day
presentations on the 2ndOctober 2024 it was reported
that the development studies had zoned in on an initial FPSO at
Venus that would be designed to handle 160,000 bpd oil and 500
MMscf/d of gas. It is anticipated that this Phase 1 development
scheme will be finalised by the end of 2025. Furthermore, it was
stated by the operator that Venus has 'first mover advantage' with
respect to sequencing of developments in the Orange Basin and that
this might facilitate some renegotiation of the original fiscal
terms pre-FID.
Following the completion of
operations at Nara-1X the Tungsten Explorer drillship was mobilized
to drill a dual-purpose exploration and appraisal well -
Mangetti-1X - located approximately 35km to the northwest of the
Venus-1X discovery well, at the northern end of the giant Venus
light oil accumulation. On the 8th February 2024 it was
reported by AOC that, in addition to confirming the northern
extension of the Venus discovery, Mangetti-1X had also intersected
hydrocarbon bearing intervals in the shallower Mangetti fan
prospect, a separate fan system to the Venus oil discovery,
indicating a second significant discovery on Block
2913B.
On the 15th May 2024 AOC
reported that two 3D seismic acquisition programs had been
completed to the south and north of the Venus discovery, resulting
in most of the Block 2913B and Block 2912 licensed area now being
covered by 3D seismic. The northern survey focused on the Mangetti
complex to support the potential appraisal of the Mangetti
discovery whereas the southern survey was designed to confirm the
previously identified substantial exploration targets at the
Kokerboom, Damara and Damara South prospects.
On the 1st November 2024
it was announced by AOC that exploration drilling (AOC/Impact
carried) had resumed on Block 2913B, on the 20th
October, with the spudding of the Tamboti-1X well to evaluate a 1
bn bbl target, to the north of the Venus accumulation. Confirmation
via 3D seismic of a significant prospect inventory to the south of
Venus provides potential follow-on drilling targets into
2025.
Block 3B/4B (offshore South Africa)
Westmount holds an indirect interest
in Block 3B/4B via its shareholdings in AOC and EOG. On the
8th 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"). 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 the 11 July 2023 and the entry into an
Assignment and Transfer Agreement on the 14th 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. Upon
completion of this transaction, on the 22nd January
2024, the Block 3B/4B Licence holders were as follows: 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%).
On the 6th March 2024, EOG
announced a further farm-down of a 13.75% participating interest in
Block 3B/4B [as part of an aggregate 57% farm down transaction
along with its JV Partners Africa Oil SA Corp. ("AOC") and Ricocure
(Proprietary) Limited ("Ricocure")] to TotalEnergies EP South
Africa B.V., who will become Operator ("TotalEnergies") and
QatarEnergy International E&P LLC ("QatarEnergy"). EOG reported
the value of this transaction to EOG as up to USD$32.1M - including
'loan carry' of EOG's residual 6.25% interest on up to two wells,
contingent cash milestone payments from farminees and payments due
to EOG from AOC and Ricocure under prior agreements. Completion of
this transaction was reported on the 28th August 2024
with the revised JV interests as follows: TotalEnergies
(operator) 33%, QatarEnergy 24%, AOC 17%, EOG 6.25% and Ricocure
19.75%.
Separately, on 29th July
2024, EOG announced that it had entered an Assignment and Share
Cancellation Agreement with AOC whereby EOG would sell a 1%
interest in Block 3B/4B to AOC in exchange for cancellation of all
of AOC's shares and warrants in EOG (worth C$ 11.5m) AOC currently
holds, in aggregate, 54,941,744 Common Shares and 4,864,865
Warrants in EOG which, assuming conversion of the Warrants, would
equal 16.16% on a diluted basis (c.15% non-diluted) of the total
outstanding common shares of EOG. Upon and subject to completion of
this transaction EOG will have a circa 15% reduction in its issued
share capital and will retain a 5.25% 'carried' interest in Block
3B/4B, with AOC increasing its stake in the block to
18%.
EOG had previously reported the
submission, in March 2023, of an Environmental Authorisation
application for drilling of up to 2 wells on prospects defined on
3D seismic in a high-graded area in the north of Block 3B/4B. The
EIA was reported to be approved by the Department of Mineral
Resources and Energy in early October 202420.
Investment portfolio summary
As of the 30th June 2024
Westmount had a cash balance of £0.222M, listed marketable
securities of £0.624M, and is debt free.
On the 9th June 2023
Westmount announced that it had purchased 300,000 shares in Africa
Oil Corp. ("AOC") representing approximately 0.067% of the issued
common shares in AOC as of 31st July 2024. Subsequent to
this investment Westmount has to date received from AOC three
semi-annual dividends of USD$0.025 per share (in aggregate
USD$22,500).
On the 30th June 2024 Westmount held a total of
5,651,270 shares in JHI, representing approximately 7.2% of the
issued common shares in JHI as of 31st December 2021.
Following the completion of the Argos-JHI transaction announced on
the 25th September 2023, and subject to the completion
of the 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
5,684,870 shares in JHI, representing approximately 6.24% of the
enlarged issued share capital of JHI.
As of 30th June 2024, Westmount retains
474,816 common shares in Cataleya Energy Corporation ("CEC")
representing approximately 4.13% of the issued shares in CEC. On
the 19th March 2024 Westmount reported that its investee CEC had
redeemed in full USD $43,782,722 in convertible loan notes
previously issued to a certain noteholder (the "Noteholder"), a
large American Private Equity Fund, between April 2020 and January
2023. The loan notes had been redeemed via the repayment of USD
$21,590,000 in cash and the conversion of USD $22,192,722 into
2,458,705 CEC common shares (an implied conversion metric of circa
USD$9.03 per share). The transaction closed on the 15th March 2024
and CEC is now debt free. As a result of this loan note conversion
the Noteholder has now become a significant shareholder in CEC,
with a shareholding of approximately 21.4% of the enlarged CEC
share capital.
Westmount continues to hold 1,500,000
shares in EOG, representing approximately 0.4% of the common shares
in issue as of 30th June 2024. Upon and subject to
completion of the EOG-AOC transaction announced on the
29th July 2024, whereby EOG is selling a 1% interest in
Block 3B/4B South Africa in exchange for cancellation of all of
Africa Oil's shares and warrants in EOG, Westmount's 1,500,000
shares will represent approximately 0.47% of EOG's common shares
estimated to be in issue at completion.
Westmount continues to hold 89,653
shares in Ratio Petroleum representing approximately 0.04% of the
issued share capital. On the 29th September 2024, it was
reported by Ratio Petroleum that they had received a buy-out offer
from Ratio Energy Partnership Limited of 0.35NIS per share unit (at
prevailing exchange rates the aggregate value to Westmount is circa
USD$8,475), subject to shareholder approval.
On the 30th June 2024 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 the 25th September
2023, the entry into members voluntary liquidation by Argos and the
cancellation from admission to trading on AIM of Argos shares from
the 26th 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 Argos liquidation process is ongoing and the JHI
shares have yet to be received by Westmount.
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 global energy landscape continues to evolve against the demands
for more energy, less emissions and competitive capital returns.
Under most scenarios oil and gas are forecast to remain as
significant pillars of the energy infrastructure with both
underinvestment and geopolitics contributing to the perception that
energy market disruption risks are higher on the supply side than
the demand side. In response to the energy transition,
exploration spending in deepwater and ultra-deepwater areas is
forecast to continue to grow as the majors and NOCs seek to
high-grade their portfolios, consolidate assets and reduce their
emission profiles. Exploration 'hotspots' with high success rates,
such as the deepwater Guyana-Suriname Basin and the Orange Basin,
are areas that are well positioned to capture their share of this
increased exploration spending.
Notwithstanding the overhang created
by the protracted arbitration process surrounding the Chevron-Hess
takeover, exploration investment continues into the Guyana-Suriname
Basin with Petrochina recently acquiring Block 14 & 15
(Suriname) following the end-2023 award of Blocks 63, 64 and 65
(some with Phase 1 drilling commitments) to various combinations of
Shell/TotalEnergies/QatarEnergy/Petronas. In addition, the
execution and ratification of PSAs with respect to 8 blocks,
offshore Guyana, that were awarded in October 2023 is pending.
These blocks had been offered by the Guyanese government in a
December 2022 Licensing Round for 14 offshore blocks (3 deepwater
and 11 shallow water blocks) under
revised, less benign, fiscal and contractual
terms including biddable signature bonus with a minimum threshold
of USD $20M and $10M for deepwater and shallow water blocks,
respectively.
Against this backdrop of industry
consolidation, Westmount's strategy continues to be one of seeking
value creation for shareholders via exposure to high impact
exploration and appraisal drilling programs. Our current portfolio
offers the potential for exposure to multiple high impact
exploration wells over the next 12-24 months, in both offshore
Guyana and Namibia though we have less certainty or visibility on
the timing of the Guyanese drilling.
With respect to the Canje Block,
while most of the pieces of the jigsaw appear to be in place, we
await guidance with respect to timing of further discretionary
drilling. We note the September 2023 filing by the operator
ExxonMobil of a Cumulative Impact Assessment ("CIA") for the Canje
Block with the EPA. In addition, the operator is reported to have
secured a one-year extension to the Canje Licence to March
2026.
The exit of ExxonMobil and Hess from
the Kaieteur Block is a setback with respect to drilling timeframes
for Kaieteur, though a farm-down process is underway with a view to
bringing new entrants, including a deepwater operator, to the block
prior to February 2025. We note the recent proposed buy-out of
Ratio Petroleum by the well capitalised Ratio Energy Partnership
Ltd. We are also encouraged that CEC's Noteholder, a large American
Private Equity Fund, has elected to convert USD $22,192,722 of its
outstanding loan notes into 2,458,705 CEC common shares (an implied
conversion metric of circa USD $9.03 per share) and has now become
a 21.4% shareholder in CEC. We believe that these recent manoeuvres
with respect to Ratio Petroleum and CEC reflects confidence that
the ongoing farm-down process can bring new partners and a
resumption of drilling on the Kaieteur Block, which has been
substantially derisked by the Tanager-1 discovery, yet remains
underexplored.
With respect to the Orinduik Block,
there is now a firm commitment to drill a well to the Cretaceous,
prior to January 2026 - with EOG's farm-down process attracting
significant interest - potentially heightened by the recent
announcement by Stabroek operator, ExxonMobil, that the
neighbouring 2018 Hammerhead Discovery would be the 7th development
on Stabroek block, which was then followed by the drilling of
Hammerhead-4 appraisal well proximal to the Orinduik block
boundary.
Exploration investment has also
continued to pour into the Orange Basin, offshore Namibia, with 13
successes out of 15 wells drilled since early 2022 and a reported
cumulative in-place discovered resource of +21 BBOE to date. While
Westmount's investment in AOC offers exposure to the ongoing
successes on Block 2913B, unfortunately, share price responses have
been disappointing so far, in part due to the limited disclosure
around these operations, and in our opinion, do not reflect the
value being created. Nevertheless, potential catalysts are offered
by the recent spudding of the Tambotti-1x prospect - a 1 bn bbl
target, in the north of block 2913B - with the potential follow-on
drilling of substantial exploration targets in the south of the
block, including the Kokerboom, Damara and Damara South prospects.
In addition, the recent farm-down news reported by our investees
AOC and EOG with respect to Block 3B/4B, offshore South Africa,
offers line of sight to exposure to a further two high impact wells
in the Orange Basin.
In summary, Westmount retains some
liquid assets, a minimal cost base and investment exposure to some
high impact exploration and appraisal drilling opportunities
offshore Guyana and offshore Namibia/South Africa. While patience
has been required 'in spades' - we believe that some of our
investees are making progress - with visibility to potentially
multiple high impact exploration wells from Q4 2024. In this
changing landscape, some of our investees may also consider
portfolio diversification and possible consolidation manoeuvres as
part of their risk management strategies and financing
arrangements. In all cases, line of sight to indirect participation
in high impact drilling remains the key investment objective for
Westmount.
GERARD WALSH
Chairman
18 November 2024
Notes
1TotalEnergies 2024 Strategy
& Outlook Transcript; 2024 ExxonMobil Global Outlook Executive
Summary
2OPEC World Oil Outlook
2024
3IEA Oil 2024 - Analysis and
Forecast to 2030
4https://www.reuters.com/business/energy/bp-drops-oil-output-target-strategy-reset-sources-say-2024-10-07/
5Wood Mackenzie - Doing More
with Less - Is there enough upstream investment? - July
2023
6Hess Corporation
presentation 7th September 2023 - Barclays CEO
Energy-Power Conference
7Wood Mackenzie Insight -
Exploration quietly recovering - August 2023
8Wood Mackenzie: 30 upstream
projects holding 14 Bboe and $125 billion in investment to reach
FID in 2024
9Wood MacKenzie -
Global-deepwater-production-to-increase-60% - November
2022
10Hess Corporation
Presentation - Annual Meeting, May 2024
11Oilnow - Guyana taps Fulcrum
LNG to partner with Exxon, government on gas development- June
21,2024
12Oilnow - Gas-to-Energy
pipeline mechanically completed, ready to introduce natural gas -
October 10, 2024 13CGX Energy Inc. News Releases
28th June 2023, 11th December
2023.
14Oilnow - Four out of six
bidders accept new Guyana PSA terms - Ministry - 17th
October, 2024
15https://totalenergies.com/news/press-releases/suriname-totalenergies-announces-final-investment-decision-granmorgu
16Sintana Energy Inc. -
Corporate Presentation - October 2024
17Galp Energia Press Release -
21st April 2024
18Oilnow - Canje Block still
with oil companies, as government reviews second relinquishment -
27th Sept. 2024
19Eco Atlantic Press Release
-14th March 2022.
20Africa Oil and Gas, Vol.27,
Issue20 - 10th October 2024
For
further information, please contact:
Westmount Energy Limited
www.westmountenergy.com
David King,
Director
Tel: +44 (0) 1534 823000
Cavendish Capital Markets Limited (Nomad and Broker)
Tel: +44 (0) 20 7397 8900
Neil McDonald / Pete Lynch
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE
2024
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The Directors present their annual
report and the audited financial statements of Westmount Energy
Limited (the "Company") for the year ended 30 June 2024.
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PRINCIPAL ACTIVITIES
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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 15.
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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".
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DIRECTORS AND DIRECTORS'
INTERESTS
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The Directors who served during the
year and subsequently to the date of this report were as
follows:
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Shares
held at
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Options
held at
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30 June
2024
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30 June
2024
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G Walsh (Chairman)
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11,933,565
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-
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T P
O'Gorman
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4,650,000
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-
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D Corcoran
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5,250,000
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D R King
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-
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-
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RESULTS AND DIVIDENDS
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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 (2023: £Nil).
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DIRECTORS' BIOGRAPHICAL
INFORMATION
Gerard Walsh,
Chairman, age 61, 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 25 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
66, a Jersey resident, is a Fellow of the Institute of Chartered
Accountants in England and Wales and has over 35 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 72, 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.
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Dermot
Corcoran, age 65, 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.
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SECRETARY
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The Secretary of the Company is
Stonehage Fleming Corporate Services Limited.
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AUDITOR
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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.
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STATEMENT OF DIRECTORS'
RESPONSIBILITIES WITH REGARD TO THE FINANCIAL STATEMENTS
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The Directors are responsible for
preparing the Directors' Report and the financial statements in
accordance with applicable law and regulations.
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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:
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select suitable accounting policies and then apply
them consistently;
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make judgements and accounting estimates that are
reasonable and prudent;
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state whether the financial statements have been
prepared in accordance with IFRS as adopted by the European Union;
and
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prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the
Company will continue in business.
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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.
|
|
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|
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
|
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D R KING
|
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|
Director
18 November 2024
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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 2024 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 2024 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.
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, note 6 and note 12,
respectively, to the financial statements.
As of 30 June 2024, the investments
comprise listed and unlisted equity instruments valued at £0.62
million and £3.65 million, respectively. The primary risk is
associated with the unlisted equity instruments, whose valuation
involves a higher degree of judgement by the directors. These
instruments have been valued based on the price of recent
investments, classifying them as Level III investments.
The valuation of these Level III
investments has been determined using the recent sales price of the
investments and/or relevant market proxies where available. In
addition, the Directors have taken into account market expectations
of the future performance of the entity's industry sector,
particularly considering the known interest in current exploration
activities, to arrive at their valuations. This valuation
methodology is in accordance with 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. 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 consider the impact of such
event or condition. We have not identified any material issues from
the completion of the above procedures.
·
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.
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 5% of net
assets, or £224,462 which reflects the fact that this is an
investment fund where its market value is determined predominantly
by its net asset value.
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.
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 17, 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.
Phillip Callow
For and on
behalf of Moore Stephens Audit & Assurance (Jersey)
Limited
1 Waverley
Place
Union
Street
St Helier Jersey
Channel Islands JE4 8SG
Date 18 November 2024
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE
2024
|
|
|
Year ended 30 June
2024
|
|
Year ended 30 June
2023
|
Notes
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fair value losses on financial
assets held at fair value through profit or loss
|
6
|
|
(491,941)
|
|
(2,718,218)
|
Investment income
|
|
|
11,969
|
|
11,816
|
Finance income
Administrative expenses
|
4
|
|
3,320
(265,915)
|
|
9,096
(253,071)
|
Foreign exchange losses
|
|
|
(3,167)
|
|
(23,893)
|
|
|
|
|
|
|
Operating loss
|
|
|
(745,734)
|
|
(2,974,270)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before tax
|
|
|
(745,734)
|
|
(2,974,270)
|
|
|
|
|
|
|
Tax
|
3
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
after tax
|
|
|
(745,734)
|
|
(2,974,270)
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
-
|
|
-
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
(745,734)
|
|
(2,974,270)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (pence)
continuing and total operations
|
5
|
|
(0.52)
|
|
(2.06)
|
|
|
|
|
|
|
Diluted earnings per share (pence)
continuing and total operations
|
5
|
|
(0.52)
|
|
(2.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has no items of other
comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
|
|
|
|
As at
|
|
As at
|
|
|
|
|
30 June
2024
|
|
30 June
2023
|
|
|
Notes
|
|
£
|
|
£
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Financial assets
held at fair value through profit or loss
|
6
|
|
4,274,285
|
|
4,779,202
|
|
|
|
|
4,274,285
|
|
4,779,202
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Other receivables
and prepayments
|
|
7
|
|
56,401
|
|
44,977
|
Cash and cash
equivalents
|
|
8
|
|
222,304
|
|
478,200
|
|
|
|
|
|
|
|
|
|
|
|
278,705
|
|
523,177
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
4,552,990
|
|
5,302,379
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
|
9
|
|
50,784
|
|
54,439
|
|
|
|
|
50,784
|
|
54,439
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
50,784
|
|
54,439
|
EQUITY
|
|
|
|
|
|
|
Stated
capital
|
|
|
|
16,652,482
|
|
16,652,482
|
Share based
payment reserve
|
|
11
|
|
469,670
|
|
469,670
|
Retained
deficit
|
|
|
|
(12,619,946)
|
|
(11,874,212)
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
4,502,206
|
|
5,247,940
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
|
4,552,990
|
|
5,302,379
|
|
|
|
|
|
|
|
|
|
These financial statements were
approved and authorised for issue by the Board of Directors on 18
November 2024 and were signed on its behalf by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D R King
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
18 November 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE
2024
|
|
|
Stated
|
Share-based
|
Retained
|
Total
|
|
|
|
capital
|
payment
reserve
|
deficit
|
equity
|
|
|
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 July 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
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
Total Comprehensive loss for the
year ended 30 June 2024
|
|
|
-
|
-
|
(745,734)
|
(745,734)
|
|
|
|
|
|
|
|
As at 30 June 2024
|
|
|
16,652,482
|
469,670
|
(12,619,946)
|
4,502,206
|
STATEMENT OF CASH
FLOWS
FOR THE YEAR ENDED 30 JUNE
2024
|
|
|
|
|
|
|
|
|
Year ended 30 June
2024
|
|
Year ended 30 June
2023
|
|
Notes
|
|
£
|
|
£
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
(745,734)
|
|
(2,974,270)
|
Adjustments for:
|
|
|
|
|
|
Net fair value losses on financial
assets at fair value through profit or loss
|
|
|
491,941
|
|
2,718,218
|
Movement in other receivables and
prepayments
|
|
|
1,552
|
|
(34,831)
|
Movement in trade and other
payables
|
|
|
(3,655)
|
|
1,509
|
Net cash used in operating
activities
|
|
|
(255,896)
|
|
(289,374)
|
|
|
|
|
|
|
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
|
|
|
(255,896)
|
|
(524,890)
|
|
|
|
|
|
|
Cash and cash equivalents at
beginning of year
|
|
|
478,200
|
|
1,003,090
|
|
|
|
|
|
|
Cash and cash equivalents at end of
year
|
8
|
|
222,304
|
|
478,200
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE
2024
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 except for 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.
|
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
Amendments to IAS 1 'Classification
of liabilities as current or non-current'
Amendments to IAS 1 'Non-current
liabilities with covenants'
The above amendments which have
become effective from 1 January 2024 and have therefore been
adopted do not 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.
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. 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. 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
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
|
|
|
|
Administration and consultancy
fees
|
|
55,809
|
|
52,871
|
Advisory fees
|
|
33,144
|
|
29,779
|
Audit fees
|
|
16,648
|
|
19,264
|
Directors' fees
|
|
60,000
|
|
60,000
|
Legal and professional
fees
|
|
13,924
|
|
26,556
|
Printing and stationery
|
|
17,885
|
|
23,324
|
Registered agent's fees
|
|
22,567
|
|
20,733
|
Insurance expense
|
|
27,470
|
|
505
|
Other expenses
|
|
18,468
|
|
20,039
|
|
|
|
|
|
|
|
265,915
|
|
253,071
|
5.
EARNINGS PER
SHARE
Basic earnings per share
(pence)
|
2024
(0.52)
|
2023
(2.06)
|
|
Diluted earnings per share
(pence)
|
(0.52)
|
(2.06)
|
|
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.
|
|
|
2024
|
2023
|
Basic earnings per share
|
£
|
£
|
Loss attributable to the shareholders
of the Company
|
(745,734)
|
(2,974,270)
|
|
|
|
Diluted earnings per share
|
|
|
Loss attributable to the shareholders
of the Company:
|
|
|
Used in calculating basic earnings
per share
|
(745,734)
|
(2,974,270)
|
Add interest expense
|
-
|
-
|
Loss attributable to the shareholders
of the Company used in calculating diluted earnings per
share
|
(745,734)
|
(2,974,270)
|
|
|
|
|
| |
|
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
|
6.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR
LOSS
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Equity investments
|
|
|
|
|
Africa Oil Corp ("AOC")
|
423,244
|
|
503,317
|
|
Argos Resources Ltd
("Argos")
|
-
|
|
3,480
|
|
Cataleya Energy Corporation
("Cataleya")
|
1,467,155
|
|
1,867,404
|
|
Eco Atlantic Oil & Gas Ltd ("Eco
Atlantic")
|
198,000
|
|
216,750
|
|
JHI Associates Inc
("JHI")
|
2,182,521
|
|
2,182,521
|
|
Ratio Petroleum Energy Limited
Partnership ("Ratio")
|
3,365
|
|
5,730
|
|
Total investments
|
4,274,285
|
|
4,779,202
|
|
Net changes in fair value of
financial assets designated at fair value through profit or
loss
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Opening cumulative unrealised
loss
|
(7,850,598)
|
(5,599,369)
|
|
Net unrealised movement
|
(194,142)
|
|
(2,251,229)
|
|
Cumulative unrealised loss on
financial assets at fair value through profit or loss
|
(8,044,740)
|
|
(7,850,598)
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Unrealised loss
|
(194,142)
|
(2,251,229)
|
|
Realised loss on return of capital
of financial assets
|
(297,799)
|
|
(466,989)
|
|
Net changes in fair value of
financial assets at fair value through profit or loss
|
(491,941)
|
|
(2,718,218)
|
|
On 30 June 2024, the fair value of
the Company's holding of 300,000 (2023: 300,000) ordinary fully
paid shares in AOC, representing 0.066% (2023: 0.060%) of the
issued share capital of the company, was £423,244 (2023: £503,317)
(1.41p per share (2023: 1.68p)). No shares were purchased in the
current year (2023: 300,000 shares). No shares were disposed of in
the current nor prior years.
On 30 June 2024, the fair value of
the Company's holding of 1,500,000 (2023: 1,500,000) ordinary fully
paid shares in Eco Atlantic, representing 0.44% (2023: 0.44%) of
the issued share capital of the company, was £198,000 (2023: £216,750) (13.20p per
share (2023: 14.45p per share)). No
shares were purchased or disposed of in the current year nor prior
years.
On 30 June 2024, the fair value of
the Company's holding of 89,653 (2023: 89,653) ordinary fully paid
shares in Ratio, representing 0.04% (2023: 0.04%) of the issued
share capital of the Company, was £3,365 (2023: £5,730) (3.75p per
share (2023: 6.39p per share)). No shares were purchased or
disposed of during the current nor prior years.
On 30 June 2024, the Directors'
estimate of the fair value of the Company's holding of 474,816
(2023: 474,816) shares in Cataleya was £1,467,156 (2023:
£1,867,404) (£3.09 per share (2023: £3.93)). No shares (2023:
92,369 shares amounting to £299,320) were disposed of in the
current year. No shares were purchased during the current nor prior
years.
In September 2023, Argos announced
the completion of a transaction with JHI which resulted in the
acquisition of operatorship and 100% working interest in Argos sole
asset by JHI in return for an issuance of JHI common shares.
Furthermore, it was announced that Argos has been placed into
members' voluntary liquidation and Argos have agreed to distribute
JHI common shares to shareholders on the register as at the
relevant date. As a result, as at 30 June 2024, the fair
value of the Company's holding of Nil (2023: 1,000,000) shares in
Argos was £Nil (2023: £3,480) (Nil per share (2023: 0.35p per
share)).
On 30 June 2024, the Directors'
estimate of the fair value of the Company's holding of 5,651,270
(2023: 5,651,270) shares in JHI was £2,182,521 (2023: £2,182,521) (£0.39 per share (2023:
£0.39 per share)). No shares were purchase or disposed of in the
current year.
7.
OTHER RECEIVABLES AND
PREPAYMENTS
|
2024
|
|
2023
|
|
£
|
|
£
|
Accrued income
|
11,871
|
|
11,816
|
Prepayments
|
31,554
|
|
33,161
|
Other receivables*
|
12,976
|
|
-
|
|
56,401
|
|
44,977
|
* The Company is anticipating to
receive 33,660 JHI shares from Argos by way of a post liquidation
pro rata distribution of assets to Argos shareholders. The
Directors valued the expected JHI shares at £0.39 per share which
is the estimated fair value its existing JHI shares.
8.
CASH AND CASH EQUIVALENTS
|
2024
|
|
2023
|
|
£
|
|
£
|
Cash at bank
|
222,389
|
|
475,569
|
(Overdraft)/cash at
broker
|
(85)
|
|
2,631
|
|
222,304
|
|
478,200
|
9.
TRADE AND OTHER
PAYABLES
|
2024
|
|
2023
|
|
£
|
|
£
|
Accrued expenses
|
50,784
|
|
54,439
|
|
50,784
|
|
54,439
|
10.
STATED CAPITAL
Allotted, called up and fully
paid:
|
Ordinary
shares
|
|
Ordinary
shares
|
|
No.
|
|
£
|
|
|
|
|
1 July 2022
|
144,051,486
|
|
16,652,482
|
Additions
|
-
|
|
-
|
1 July 2023
Additions
|
144,051,486
-
|
|
16,652,482
-
|
At 30 June 2024
|
144,051,486
|
|
16,652,482
|
There were no share issues nor
redemptions during the year ended 30 June 2024 (2023:
£Nil).
11.
SHARE-BASED PAYMENT RESERVE
|
2024
|
|
2023
|
2017
|
|
£
|
|
£
|
£
|
|
|
|
|
|
At 1 July
|
469,670
|
|
469,670
|
49,906
|
|
|
|
|
|
At 30 June
|
469,670
|
|
469,670
|
|
The number and weighted average
exercise price of share options are as follows:
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
Weighted
average exercise price (p)
|
|
Number of
options
|
|
Weighted
average exercise price (p)
|
|
Number of
options
|
Outstanding at start of the year
|
15.00
|
|
2,250,000
|
|
15.00
|
|
2,250,000
|
Granted during the year
|
-
|
|
-
|
|
-
|
|
-
|
Expired during the year
|
-
|
|
(2,250,000)
|
|
-
|
|
-
|
Exercised during the year
|
-
|
|
-
|
|
-
|
|
-
|
Outstanding at end of the
year
|
-
|
|
-
|
|
15.00
|
|
2,250,000
|
Exercisable at end of the
year
|
-
|
|
-
|
|
15.00
|
|
2,250,000
|
|
|
During the year, 2,250,000 options
have expired (30 June 2023: Nil).
|
|
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 Africa Oil Corp, Cataleya,
JHI and Ratio, and cash at bank. The Directors have not hedged this
exposure.
Currency exposure as at 30
June:
|
|
|
Assets and
net exposure
2024
|
|
Assets and
net exposure
2023
|
Currency
|
|
|
£
|
|
£
|
US Dollars
|
|
|
1,764,237
|
|
2,461,455
|
Canadian Dollars
|
|
|
2,470,594
|
|
2,550,667
|
Israeli Shekel
|
|
|
3,365
|
|
5,730
|
|
|
|
|
|
|
Total
|
|
|
4,238,196
|
|
5,017,852
|
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 £203,814 (2023: £250,893). 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:
|
Fair
value
£
|
Fair Value Through Profit or Loss,
as at 30 June 2024
|
4,274,285
|
Fair Value Through Profit or Loss,
as at 30 June 2023
|
4,779,202
|
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 £187,383 (2023:
£218,783). 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 £1,094,903 (2023: £1,214,978). 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.
|
|
|
|
b) 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:
|
2024
|
|
2023
|
|
£
|
|
£
|
|
|
|
|
Cash and cash equivalents
|
222,304
|
|
478,200
|
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.
|
|
|
|
c) 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 2024
|
Up to 3
months
|
Up to 1
year
|
Over 1
year
|
Total
|
|
£
|
£
|
£
|
£
|
Financial liabilities
|
|
|
|
|
Trade and other payables
|
50,784
|
-
|
-
|
50,784
|
|
50,784
|
-
|
-
|
50,784
|
As at 30 June 2023
|
Up to 3
months
|
Up to 1
year
|
Over 1
year
|
Total
|
|
£
|
£
|
£
|
£
|
Financial liabilities
|
|
|
|
|
Trade and other payables
|
54,439
|
-
|
-
|
54,439
|
|
54,439
|
-
|
-
|
54,439
|
|
|
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:
|
Level
I
|
Level
II
|
Level
III
|
Total
|
|
£
|
£
|
£
|
£
|
At 30 June 2024
|
624,609
|
-
|
3,649,676
|
4,274,285
|
At 30 June 2023
|
729,277
|
-
|
4,049,925
|
4,779,202
|
|
|
|
|
|
|
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 current market conditions and 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, which is the price of the ROC
transaction in January 2023, fairly reflects the value of the
investment as at 30 June 2024. Following the most recent
completed transaction in January 2022 which is the acquisition by
Eco (Atlantic) Oil and Gas Ltd. of JHI shares, 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:
|
2024
|
|
2023
|
|
£
|
|
£
|
At start of the year
|
4,049,925
|
|
6,852,817
|
Proceeds from return of
capital
|
-
|
|
(299,320)
|
Change in fair value
|
(400,249)
|
|
(2,503,572)
|
At end of the year
|
3,649,676
|
|
4,049,925
|
|
13. DIRECTORS'
REMUNERATION AND SHARE OPTIONS
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Directors'
fees
£
|
|
Directors'
fees
£
|
|
Options
outstanding
|
|
Options
outstanding
|
D R King
|
20,000
|
|
20,000
|
|
-
|
|
250,000
|
D Corcoran
|
-
|
|
-
|
|
-
|
|
1,250,000
|
G Walsh
|
20,000
|
|
20,000
|
|
-
|
|
500,000
|
T O'Gorman
|
20,000
|
|
20,000
|
|
-
|
|
250,000
|
|
60,000
|
|
60,000
|
|
-
|
|
2,250,000
|
At the year
end the Company owed £10,000 (2023: £10,000) in outstanding
Directors' fees.
During the year consultancy fees of
£23,940 (2023: £21,469) were paid to D Corcoran.
No options were granted during the
current year. No options were exercised during the current
nor prior years. All options have expired during the current
year.
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 £462 in Custody fees to Canaccord Genuity
for the year (2023: £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
On 15 August 2024, the Company
changed its registered office address to Floor 4, Liberation House,
Castle Street, St Helier, Jersey, JE1 4HH.
Further on 8 November 2024, the
Company announced that its ordinary shares of no par value will no
longer be available for cross-trading via the OTCQB Market
effective from the opening of the markets on 2nd
December 2024.
Apart from the aforementioned, there
are no other significant events subsequent to the year-end that
require adjustment or disclosure in the financial
statements.
17.
COMMITMENTS AND CONTINGENCIES
There are no commitments or
contingencies other than those mentioned in these financial
statements.
|
|
|
|
|
|
|
|
|
|
| |