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1.\u2003 General Information
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The Company is incorporated and registered in England and Wales as a public limited company. The Company\u2019s registered number is 09976843 and its registered office is at Salisbury House, London Wall, London EC2M 5PS. On 4 October 2017, the Company\u2019s shares were admitted to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange\u2019s Main Market.
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With effect from admission, the Company has been subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.
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The principal activity of the Company is that of an investment company, currently focused on acquiring a new business with adequate scale and growth potential to be listed on the Standard Listing of the London Stock Exchange.
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The individual financial statements of the Company (\u201cCompany financial statements\u201d) have been prepared in accordance with the Companies Act 2006 which permits a Company that publishes its Company and Group financial statements together, to take advantage of the exemption in Section 408 of the Companies Act 2006, from presenting to its members its Company Income Statement and related notes that form part of the approved Company financial statements.
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2.\u2003 Accounting Policies
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The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
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The Group Financial statements are presented in US Dollars as historically the entirety of the Company\u2019s operations have been located in the United States.
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Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted International Accounting Standards (\u201cIFRS\u201d) and the requirements of the Companies Act applicable to companies reporting under IFRS.
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The Financial Statements are prepared on a going concern basis and under the historical cost convention.
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a.
New standards, interpretations and amendments effective from 1 January 2023
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There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2023 that had a significant effect on the Curzon Group\u2019s Financial Statements.
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b.
New standards, interpretations and amendments not yet effective
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At the date of authorisation of these Financial Statements, a number of amendments to existing standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective for the year presented. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group in future periods.
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Basis of Consolidation
The Company was incorporated on 29 of January 2016; On the 4th of October 2017 it acquired Coos Bay Energy LLC. At the time of its acquisition by the Company, Coos Bay Energy LLC consisted of Coos Bay Energy LLC and its wholly owned US Group. It is the Directors\u2019 opinion that the Company at the date of acquisition of Coos Bay Energy LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition was outside of the IFRS 3 scope.
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Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a \u201cmerger accounting\u201d method of consolidation as the most relevant method to be used.
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Going Concern
The Group Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
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The Board has considered this\u00a0in light of\u00a0the Company\u2019s recent recapitalization and debt restructuring efforts, which took the form of a Company Voluntary Arrangement (CVA).\u00a0 The terms of the CVA, approved at meetings of the creditors and shareholders on 5 September 2024, are\u00a0that\u00a0all\u00a0amounts\u00a0owed\u00a0will be settled via a mix of cash and convertible loan notes. A placing of \u00a3340,000 has been arranged by the Company\u2019s broker, Peterhouse Capital Limited, and following the CVA vote and general meeting, the funds being held will be released to satisfy the CVA and to the Company to fund its future operations.
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The Directors note that, notwithstanding the debt reduction and capitalization anticipated by the passage of the CVA referenced above, the Group will need additional funding to continue operations for the foreseeable future, however the cost basis of the Company post CVA and prior to any transaction is expected to remain low. The Directors are confident\u00a0however that the Group will be able to raise, as required, sufficient cash to enable it to continue its operations, post passage of the CVA, and to continue to meet, as and when they fall due, its liabilities for at least the next 12 months from the date of approval of the Group Financial Statements. The Group Financial Statements have, therefore, been prepared on\u00a0the\u00a0going concern basis.
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However, as there can be no certainty that over\u00a0access to future funding by the Company following the passage of the CVA, there exists a material uncertainty as to the Group\u2019s ability to continue as a going concern.
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Functional Currency
Functional and Presentation Currency
The individual financial information of each Group entity is measured in the currency of the primary economic environment in which the entity operates (its functional currency). The Company\u2019s functional currency is UK Pound Sterling (\u00a3). All other companies, belonging to the Curzon Group, have US Dollar as their functional currency. The Group Financial Statements are presented in US Dollars ($).
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Transactions and Balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date.
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Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.
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On consolidation, the assets and liabilities of the Group\u2019s Pound Sterling operations are translated into the Group\u2019s presentational currency (US Dollar) at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates have fluctuated significantly during the year, in which case the exchange rate at the date of the transaction is used. All exchange differences arising, if any, are recognised as other comprehensive income and are transferred to the Group\u2019s foreign currency translation reserve.
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Rates applied in these Financial Statements:
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2023
2022
Closing USD/GBP rate at 31 December
\u00a0
1.273
1.2065
Average USD/GBP rate for the year
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1.2432
1.2495
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Reclamation Costs
Where a material liability for the removal of production facilities and site restoration at the end of the field life exists, a provision for decommissioning is made. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also created and depreciated on a unit of production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision and the associated asset. At 31 December 2023 and 2022, a provision has been recognized and set off against restricted cash as permitted by IAS 32. \u00a0
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Impairment
Impairment of Financial Assets
All financial assets are assessed at the end of each reporting period as to whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.
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An impairment loss in respect of financial assets carried at amortised cost is recognised in profit or loss and is measured as the difference between the asset\u2019s carrying amount and the present value of estimated future cash flows, discounted at the financial asset\u2019s original effective interest rate.
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If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
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When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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Financial Instruments
Financial instruments are recognised in the statements of financial position, when the Group has become a party to the contractual provisions of the instruments.
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Financial Assets
The Group classifies its financial assets as financial assets carried at amortised cost, cash and cash equivalents and restricted cash. Financial assets are initially measured at fair value and subsequently carried at amortised cost.
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Financial assets are derecognized, when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.
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Amortised Cost
These assets incorporate such types of financial assets, where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, using the effective interest rate method, less provision for impairment. Impairment provisions receivables are recognised based on the simplified approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the
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lifetime expected credit loss for the receivables. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
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Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology, used to determine the amount of the provision, is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses, along with gross interest income, are recognised. For those for which credit risk has increased significantly but not determined to be credit impaired, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
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The Group's financial assets, measured at amortised cost, comprise other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position.
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Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, bank overdrafts, deposits with financial institutions and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
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Restricted Cash
Restricted cash were funds held as a collateral related to stand-by letters of credit related to the Group\u2019s former oil and gas properties. Such deposits are classified as non-current assets and are not classified as part of cash and cash equivalents as these deposits are not accessible by the Company for unrestricted use and are not accessible for more than 3 months. More details on the Group\u2019s restricted cash are given in the note 12.
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Financial Liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
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Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses, relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
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All financial liabilities are recognised initially at fair value less financial costs and subsequently measured at amortised cost, using the effective interest method other than those categorised as fair value through the Statement of Comprehensive Income.
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A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability and the difference in the respective carrying amounts is recognised in the Income Statement.
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Financial liabilities include the following items:
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\u25aa
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost, using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption as well as any interest or coupon, payable while the liability is outstanding;
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Liability components of convertible loan notes are measured as described further below;
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Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method.
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\n
Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated into their liability and equity components. The amount, initially attributed to the debt component, equals the discounted cash flows, using a market rate of interest that would be payable on a similar debt instrument that does not include an option to convert. Subsequently, the debt component is accounted for as a financial liability, measured at amortised cost until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the conversion option and is recognised as a separate equity component within shareholders' equity, net of income tax effects.
\u00a0
Equity instruments
Ordinary Shares
\u00a0
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in Share Premium account as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities, when approved for distribution is allocated to the conversion option and is recognised as a separate equity component within shareholders' equity, net of income tax effects.
\u00a0
Warrants
\u00a0
Warrants classified as equity are recorded at fair value as of the date of issuance on the Company\u2019s Consolidated Statement of Financial Position and no further adjustments to their valuation are made. Management estimates the fair value of these liabilities, using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate.
\u00a0
Taxation
Income tax for each reporting period comprises current and deferred tax.
\u00a0
Current tax is the expected amount of income taxes, payable in respect of the taxable profit for the year and is measured, using the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax is provided in full, using the liability method, on temporary differences, arising between the tax bases of assets and liabilities and their carrying amounts in the Group Financial Statements.
\u00a0
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.
\u00a0
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the Group\u2019s interest in the net fair value of the acquired Company\u2019s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
\u00a0
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period, when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax assets and liabilities are offset, when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.
\u00a0
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax assets to be recovered.
\u00a0
Deferred tax, relating to items recognised outside profit or loss, is recognised outside profit or loss.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity.
\u00a0
Deferred tax assets and liabilities are recognized, where the carrying amount of an asset or liability in the Consolidated Statement of Financial Position differs from its tax base, except for differences, arising on the initial recognition of goodwill, the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction affects neither accounting or taxable profit, and investments in subsidiaries and joint arrangements, where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
\u00a0
Employee Benefits
Short-Term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.
\u00a0
Post-Employment Benefits
The Group does not currently make provision for post-employment benefits by way of pension plans or similar arrangements.
\u00a0
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized, when the Group has a present or constructive obligation as a result of past events, when it is probable that an outflow of resources, embodying economic benefits, will be required to settle the obligation and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation.
\u00a0
A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.
\u00a0
A contingent liability is not recognised but is disclosed in the notes to the Financial Statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.
\u00a0
A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Group. The Group does not recognise contingent assets but discloses its existence, where inflows of economic benefits are probable, but not virtually certain.
\u00a0
Share-Based Payment Arrangements
Equity-settled share-based payments to employees and others, providing similar services, are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 18 to the Group Financial Statements.
\u00a0
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Directors\u2019 estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Where the conditions are non-vesting, the expense and equity reserve, arising from share-based payment transactions is recognised in full immediately on grant.
\u00a0
At the end of each reporting period, the Directors revise their estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other reserves.
Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. The results of an operating segment are reviewed regularly by the
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
\u00a0
Summary of Critical Accounting Estimates and Judgments
The preparation of the Group Financial Statements, in conformity with IFRS, requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the accounting policies, which are detailed above. These judgments are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
\u00a0
The key estimates and underlying assumptions, concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
\u00a0
The prime areas, involving a higher degree of judgment or complexity, where assumptions and estimates are significant to the Financial Statements, are as follows:
\u00a0
Going Concern
The Group Financial Statements have been prepared on a going concern basis as the Directors have assessed the Group\u2019s ability to continue in operational existence for the foreseeable future. See Going Concern section on page 26 for more details.
\u00a0
The Group Financial Statements do not include the adjustments that would result if the Group were not to continue as a going concern.
\u00a0
3.\u2003 Segmental Analysis
\u00a0
IFRS 8 \u201cOperating Segments\u201d requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (which takes the form of the Directors) as defined in IFRS 8 \u201cOperating Segments\u201d, in order to allocate resources to the segment and to assess its performance.
\u00a0
The principal activity of the Company is that of an investment company, currently focused on acquiring a new business with adequate scale and growth potential to operate successfully on the Standard List of the London Stock Exchange. At 31 December 2023 and 31 December 2022, the Directors consider there is one reportable operating segment. Accordingly, an analysis of segment profit or loss, segment assets, segment liabilities and other material items has not been presented.
\u00a0
The Group operates in one geographic area, being the UK.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
4.
Loss for the Year Before Taxation
\u00a0
\u00a0
\u00a0
Loss before tax is stated after charging / (crediting):
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Auditor\u2019s remuneration:
\u00a0
\u00a0
\u00a0
-
fees payable to the Company\u2019s auditor for the audit of the
\u00a0
37,297
46,230
\u00a0
consolidated and Company financial statements
\u00a0
\u00a0
\u00a0
Foreign currency translation (gain)
\u00a0
(32,743)
(235)
\u00a0
5.
Directors and Staff
\u00a0
There were no staff employed by the Group during the years ended 31 December 2023 and 31 December 2022, except for one Director, Mr. Scott Kaintz, who was employed by the Company from 27 June 2018.
\u00a0
Remuneration of Key Management Personnel
The following table sets forth the compensation awarded, paid to or earned by each Director during the year:
\u00a0
2023
Directors\u2019
fees
US$
Social
security
costs
US$
Total cash-compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
John McGoldrick
62,161
-
62,161
-
62,161
Scott Kaintz
149,187
20,588
169,775
-
169,775
Owen May
31,081
-
31,081
-
31,081
Total Directors\u2019
compensation
242,429
20,588
263,017
-
263,017
\u00a0
2022
Directors\u2019
fees
US$
Social
security
costs
US$
Total cash-compensation
US$
Share-based Payments
(options)
US$
Total
compensation
US$
John McGoldrick
62,473
-
62,473
-
62,473
Scott Kaintz
149,935
17,243
167,178
-
167,178
Owen May
31,236
-
31,236
-
31,236
Total Directors\u2019
compensation
243,644
17,243
260,887
-
260,887
\u00a0
John McGoldrick has, through agreement with the Company, agreed to defer payment of his Director\u2019s compensation from 2017 to 2024, which at 31 December 2023 totaled $359,631 and has been recognized in other payables at the reporting date.
\u00a0
Owen May has, through agreement with the Company, agreed to defer payment of his Director\u2019s compensation from 2018 to 2024, which at 31 December 2023 totaled $143,746 and has been recognized in other payables at the reporting date.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
As at 31 December 2023 Scott Kaintz was owed $305,527 in unpaid salary (31 December 2022: $144,780) and has agreed to defer payment of his compensation on an ongoing basis.
\u00a0
6.
Administrative Expenses
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Staff costs
\u00a0
\u00a0
\u00a0
Directors\u2019 salaries
\u00a0
242,429
243,644
Employers NI
\u00a0
20,588
17,243
Consultants
\u00a0
38,264
26,239
Professional services
\u00a0
\u00a0
\u00a0
Accounting, audit & taxation
\u00a0
83,376
89,220
Legal
\u00a0
5,371
4,702
Marketing
\u00a0
(3,418)
14,816
Broker fees
\u00a0
34,476
-
Regulatory compliance
\u00a0
87,418
2,349
Standard Listing Regulatory Costs
\u00a0
-
-
Travel
\u00a0
109
12,310
Business development
\u00a0
-
-
Office and Admin
\u00a0
\u00a0
\u00a0
General
\u00a0
7,947
32,865
IT costs
\u00a0
521
2,293
Temporary storage and office rent
\u00a0
12,154
27,406
Insurance
\u00a0
42,313
36,271
Total administrative costs
\u00a0
571,548
509,358
\u00a0
7.
Finance Expense (net)
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Foreign exchange loss/(gain)
\u00a0
(32,743)
(235)
Interest expense on promissory notes and other short-term loans
\u00a0
196,448
191,970
Total finance expense
\u00a0
163,705
191,735
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
8.
Taxation
\u00a0
The Group has made no provision for taxation as it has not yet generated any taxable income. A reconciliation of income tax expense, applicable to the loss before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group, is as follows:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Loss before tax
\u00a0
(735,253)
(701,093)
UK corporation tax credit at 19.00% (2022: 19.00%)
\u00a0
(139,698)
(133,208)
Effect of non-deductible expense
\u00a0
108
-
Differences in overseas tax rates
\u00a0
(533)
(961)
Effect of tax benefit of losses carried forward
\u00a0
140,123
134,169
Current tax (credit)
\u00a0
-
-
\u00a0
As at 31 December 2023, the tax effects of temporary timing differences, giving rise to deferred tax assets, was US$1,861,487 (2022: US$1,717,984).
\u00a0
A deferred tax asset in respect of these losses and temporary differences has not been established as the Group has not yet generated any revenues and the Directors have, therefore, assessed the likelihood of future profits being available to offset such deferred tax assets to be uncertain.
\u00a0
9.
Loss Per Share
\u00a0
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue.
\u00a0
Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.
\u00a0
The following reflects the loss and share data used in the basic and diluted loss per share computations:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
\u00a0
\u00a0
(Loss) after tax attributable to the shareholders of the parent (US$)
\u00a0
(735,253)
(701,093)
Weighted average number of ordinary shares of \u00a30.01 in issue used calculation of in basic and diluted EPS
\u00a0
99,639,565
99,639,565
(Loss) per share - basic and fully diluted (US$)
\u00a0
(0.007)
(0.007)
\u00a0
\u00a0
At 31 December 2023 and 31 December 2022, the effect of all potential ordinary shares and contingently issuable shares, that are presented in the table below, was anti-dilutive as it would lead to a further reduction of loss per share, therefore, these instruments were not included in the diluted loss per share calculation.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
Number
Number
Share options granted to employees - fully vested at the end of the respective period
\u00a0
-
-
Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period
\u00a0
-
18,606,594
Total instruments fully vested
\u00a0
-
18,606,594
Total number of instruments and potentially issuable instruments (vested and not vested) not included into the fully diluted EPS calculation
\u00a0
-
18,606,594
\u00a0
10.
Intangible Assets
\u00a0
\u00a0
\u00a0
2023
2022
Exploration and evaluation expenditure
\u00a0
US$
US$
Cost:
\u00a0
\u00a0
\u00a0
At the beginning of the year
\u00a0
24,716,316
24,716,316
Additions \u2013 exploration costs capitalised
\u00a0
-
-
At the end of the year
\u00a0
24,716,316
24,716,316
\u00a0
\u00a0
\u00a0
\u00a0
Impairment provision:
\u00a0
\u00a0
\u00a0
At the beginning of the year
\u00a0
(24,716,316)
(24,716,316)
Provision for the year
\u00a0
-
-
At end of the year
\u00a0
(24,716,316)
(24,716,316)
Net Book Value
\u00a0
-
-
\u00a0
Environmental Matters
\u00a0
The Group has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The Directors monitor these laws and regulations and periodically assesses the propriety of its operational and accounting policies related to environmental issues. The nature of the Group\u2019s business requires routine day-to-day compliance with environmental laws and regulations. The Group has incurred no material environmental investigation, compliance or remediation costs for each of the years ended 31 December 2023 and 31 December 2022. The Directors are unable to predict whether the Group\u2019s future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations, relating to environmental protection will not materially affect the results of operations of the Group.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
11.
Subsidiary Undertakings
\u00a0
The Group has the following subsidiary undertakings:
\u00a0
Name
Country of incorporation
Issued capital
Proportion held by Group
Activity
Coos Bay Energy LLC
USA
Membership interests
100%
Holding company
Westport Energy Acquisitions Inc.
USA
Shares
100%
Holding company
Westport Energy LLC
USA
Membership interests
100%
Oil and gas exploration
\u00a0
\u00a0
\u00a0
Coos Bay Energy LLC is a limited liability corporation incorporated in Nevada, USA whose registered office is 1370 Crowley Avenue SE, Portland, Oregon 97302, USA.
\u00a0
Westport Energy Acquisition Inc. was incorporated in May 2010 in Delaware, USA. Its registered office is located at 100 Overlook Center, 2nd Floor, Princeton Junction, NJ 08540, USA.
\u00a0
Westport Energy LLC was incorporated in December 2008 in Delaware, USA. Its registered office is located at 100 Overlook Center, 2nd Floor, Princeton Junction, NJ 08540, USA.
\u00a0
\u00a0
12.
Restricted Cash
\u00a0
Restricted cash of $125,000 comprises funds was held as collateral to support stand-by letters of credit related to the Group\u2019s oil and gas properties. The letters of credit secure the reclamation obligations under the leases and state law. The cash can be taken by Umpqua Bank in the event the letters of credit are drawn on by the State of Oregon, Department of Geology & Mineral Industries (DOGAMI). The cash is held in the form of a Certificate of Deposit. In 2022 the Group recognized a provision for reclamation obligations equivalent to the entire restricted cash balance in recognition of the fact that recovery of these funds would likely be nil following completion of reclamation work on these oil and gas properties. This provision has been offset against the restricted cash balance as permitted by IAS 32.
\u00a0
13.
Prepayments and Other Receivables
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
VAT recoverable
\u00a0
2,523
1,744
Other debtors
\u00a0
26,246
28,084
Total prepayments and other receivables
\u00a0
28,769
29,828
\u00a0
\u00a0
The fair value of receivables and deposits approximates their carrying amount as the impact of discounting is not significant. The receivables are not impaired and are not past due.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
14.
Cash and Cash Equivalents
\u00a0
For the purpose of the Statements of Financial Position, cash and cash equivalents comprise the following:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Cash in hand and at bank
\u00a0
738
20,421
\u00a0
15.
Trade and Other Payables
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Trade and other payables
\u00a0
389,297
283,587
Accruals
\u00a0
1,030,197
628,934
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
\u00a0
1,419,494
912,521
Other payables - tax and social security payments
\u00a0
-
-
Total trade and other payables
\u00a0
1,419,494
912,521
\u00a0
16.
Borrowings
\u00a0
Details of the notes and borrowings originated by the Group are disclosed in the table below:
\u00a0
\u00a0
Origination
date
Contractual
settlement date
Original note
value in
original
currency
Annual
interest
rate
Security
Status at 31
December 2023
C4 Energy Ltd
22 Sept 2017
Conversion/Re
payment at
RTO date
$200,000
15%
unsecured
Outstanding
Bruce Edwards
1 Sep 2017
Conversion at
RTO date
$100,000
15%
unsecured
Outstanding
HNW Investor Group
1 July 2019
Conversion/Re
payment at
RTO date
\u00a3263,265
13%
100%
interest in
Coos Bay
LLC
Outstanding
Sun Seven Stars Investment Group (\"SSSIG\")
13 Mar 2020
Conversion/Re
payment at
RTO date
\u00a3260,000
10%
unsecured
Outstanding
Poseidon Plastics Limited (\u201cPPL\u201d)
2 February 2021
Conversion/Re
payment at
RTO date
\u00a3590,000
10%
unsecured
Outstanding
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
Technology Metals Market Limited (\u2018\u2019TM2\u2019\u2019)
19 April 2023
Conversion/Re
payment at
RTO date
\u00a359,500
10%
unsecured
Outstanding
\u00a0
*Interim payments are required under the promissory notes, as the payment terms require the original principal amount of each note and all accrued interest thereon, to be paid in single lump payments at the time of the completion of a reverse takeover.
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
At 1 January
\u00a0
2,133,832
1,935,919
Received during the year
\u00a0
98,507
184,693
Interest accrued during the year
\u00a0
194,335
190,175
Exchange rate differences
\u00a0
96,034
(176,956)
Short-term loans and borrowings 31 December
\u00a0
2,522,708
2,133,832
\u00a0
Reconciliation of Liabilities Arising from Financing Activities
\u00a0
\u00a0
31 Dec 2022
Cash flows
Proceeds from
new
borrowings
Non-cash flow
Forex movement
Non-cash flow
Interest accrued
31 Dec
2023
HNW Investor Group
431,208
-
24,798
42,549
498,555
C4 Energy Ltd.
322,378
-
-
30,000
352,378
Technology Metals
-
73,971
1,773
-
75,744
Bruce Edwards
177,349
-
-
15,000
192,349
Sun Seven Stars Investment Group (\"SSSIG\")\u00a0
396,510
-
22,640
32,324
451,474
Poseidon Plastics Ltd (\u201cPPL\u201d)
806,387
-
46,219
73,356
925,962
Other (Premium Credit)
-
24,536
603
1,107
26,246
Total liabilities from financing activities
2,133,832
98,507
96,033
194,336
2,522,708
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
\u00a0
31 Dec 2021
Cash flows
Proceeds from
new
borrowings
Non-cash flow
Forex movement
Non-cash flow
Interest accrued
31 Dec
2022
HNW Investor Group
435,950
-
(47,504)
42,762
431,208
C4 Energy Ltd.
292,378
-
-
30,000
322,378
Bruce Edwards
162,350
-
-
15,000
177,350
Sun Seven Stars Investment Group (\"SSSIG\")\u00a0
408,251
-
(44,227)
32,486
396,510
Poseidon Plastics Ltd (\u201cPPL\u201d)
636,991
184,693
(85,225)
69,927
806,386
Total liabilities from financing activities
1,935,920
184,693
(176,956)
190,175
2,133,832
\u00a0
17.
Share Capital
\u00a0
Authorised Share Capital
As permitted by the Companies Act 2006, the Company does not have an authorised share capital. The Company has one class of ordinary shares, which carry no right to fixed income. The ordinary shares carry the right to one vote per share at General Meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.
\u00a0
Issued Equity Share Capital
\u00a0
\u00a0
Ordinary shares,
number
Deferred shares,
number
Share capital, US$
At 1 January 2022
99,639,565
83,032,971
1,105,547
At 31 December 2022
99,639,565
83,032,971
1,105,547
At 31 December 2023
99,639,565
83,032,971
1,105,547
\u00a0
\u00a0
Number
Ordinary shares
of \u00a30.0001
Number
Deferred
shares of
\u00a30.0099
Share
Capital,
US$
Number
Ordinary
shares of
\u00a30.01 before
subdivision
Share
Capital, US$
Issued and fully paid
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Existing Ordinary Shares
of \u00a30.01 each immediately before subdivision
-
-
-
83,032,972
1,103,457
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
After subdivision*:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
New Ordinary shares of \u00a30.0001 each
83,032,972
-
11,035
-
-
Deferred Shares of \u00a30.0099 each
-
83,032,971
1,092,422
-
-
Post reorganization issue of shares
16,606,593
-
2,090
-
-
Total Share Capital
\u00a0
99,639,565
\u00a0
83,032,971
1,105,547
\u00a0
\u00a0
\u00a0
*On 6 May 2020, the Company\u2019s shareholders approved the subdivision and re-designation of the 83,032,971 Existing Ordinary Shares (\"Existing Ordinary Shares\") of \u00a30.01 each in the capital of the Company into (i) 83,032,971 New Ordinary Shares (\"New Ordinary Shares\") of \u00a30.0001 each and (ii) 83,032,971 Deferred Shares (\"Deferred Shares\") of \u00a30.0099 each in the capital of the Company, and to amend the Company's Articles of Association accordingly.
\u00a0
Each New Ordinary Share carries the same rights in all respects under the amended Articles of Association as each Existing Ordinary Share did under the existing Articles of Association, including the rights in respect of voting and the entitlement to receive dividends. Each Deferred Share carries no rights and is deemed effectively valueless.
\u00a0
18.
Share Based Payments
\u00a0
Employee Share Options
At 31 December 2023, the Company had no outstanding options to subscribe for ordinary shares.
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
Number of
options
Weighted
average
exercise
price
\u00a3
Number of
options
Weighted
average
exercise
price
\u00a3
Outstanding at the beginning of the period
-
-
280,854
0.10
Expired in the period
-
-
(280,854)
0.10
Outstanding at the end of the period
-
-
-
-
Vested and exercisable at the end of the period
-
-
-
-
\u00a0
\u00a0
During the financial year, no options (2022: none) were granted. The weighted average fair value of each option granted during the year was \u00a3nil (2022: nil).
\u00a0
The exercise price of options outstanding on 31 December 2023 was \u00a3nil (31 December 2022: \u00a3nil). Their weighted average remaining contractual life was nil years (2022: nil years).
\u00a0
No options were exercised during the reporting year (2022: nil).
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
Warrants
On 31 December 2023, there were no warrants in issue.
\u00a0
\u00a0
2023
Number of
warrants
2022
Number of
warrants
Outstanding at the beginning of the period
-
18,606,594
Granted during the period
-
-
Lapsed during the period
-
(18,606,594)
Exercised during the period
-
-
Outstanding at the end of the period
-
-
Vested and exercisable at the end of the period
-
-
\u00a0
The exercise price of warrants, outstanding on 31 December 2023 was \u00a3nil (2021: \u00a3nil) Their weighted average remaining contractual life was nil years (2022: nil years).
\u00a0
The weighted average share price (at the date of exercise) of warrants exercised during the year was nil (2022: nil) as no warrants were exercised.
\u00a0
Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant. Volatility number above was estimated based on the range of 5-year month end volatilities of 10 similar sized listed companies operating in the Oil and Gas sector.
\u00a0
19.
Reserves
\u00a0
Share Premium
The share premium account represents the excess of consideration received for shares issued above their nominal value net of transaction costs.
\u00a0
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have arisen from the retranslation of operations with a functional currency, which differs to the presentation currency.
\u00a0
Retained Earnings
Retained earnings represent the cumulative profit and loss net of distributions to owners.
\u00a0
Warrants Reserve
The warrants reserve represents the cumulative fair value of the warrants, granted to the investors together with placement shares.
\u00a0
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options granted.
\u00a0
Merger Reserve
The merger reserve represents the cumulative share capital and membership capital contributions of all the companies included into the legal acquire sub-group less cost of investments into these legal acquirees.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
20.
Financial Instruments \u2013 Risk Management
\u00a0
General Objectives, Policies and Processes
The overall objective of the Directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Group\u2019s competitiveness and flexibility. Further details regarding these policies are set out below.
\u00a0
The Directors review the Group\u2019s monthly reports through which they assess the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.
\u00a0
Categories of Financial Assets and Liabilities
The Group\u2019s activities are exposed to a variety of market risk (including currency risk) and liquidity risk. The Group\u2019s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance.
\u00a0
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
\u00a0
\u25aa
other receivables;
\u00a0
\u00a0
\u00a0
\u25aa
cash and cash equivalents;
\u00a0
\u00a0
\u00a0
\u25aa
trade and other payables; and
\u00a0
\u00a0
\u00a0
\u25aa
borrowings.
\u00a0
The carrying value of financial assets and financial liabilities, maturing within the next 12 months, approximates their fair value due to the relatively short-term maturity of the financial instruments.
\u00a0
The Group had no financial assets or liabilities carried at fair values at the end of each reporting date.
\u00a0
A summary of the financial instruments held by category is provided below:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Financial assets
\u00a0
\u00a0
\u00a0
Cash and cash equivalents
\u00a0
738
20,421
Other receivables
\u00a0
-
-
Restricted cash*
\u00a0
125,000
125,000
\u00a0
\u00a0
\u00a0
\u00a0
Financial liabilities
\u00a0
\u00a0
\u00a0
Trade payables
\u00a0
389,297
283,587
Accruals
\u00a0
1,030,197
628,934
Short-term borrowings
\u00a0
2,522,708
2,133,832
\u00a0
\u00a0
*Note that the restricted cash balance was impaired to nil in the prior year, see note 12 for further details.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
Credit Risk
\u00a0
The Group\u2019s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from notes and other receivables. The Directors manage the Group\u2019s exposure to credit risk by the application of monitoring procedures on an ongoing basis. For other financial assets (including cash and bank balances), the Directors minimise credit risk by dealing exclusively with high credit rating counterparties.
\u00a0
Credit Risk Concentration Profile
The Group\u2019s receivables do not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Directors define major credit risk as exposure to a concentration exceeding 10% of a total class of such asset.
\u00a0
The Company maintains its cash reserves in Barclays Bank UK PLC, which maintains the following credit ratings:
\u00a0
\u00a0
Credit Agency
Standard and Poor\u2019s
Moody\u2019s
Fitch
R&I
Long Term
A/Positive
A1/Negative
A+/Stable
A+/Stable
Short Term
A-1
P-1
F1
N/A
Unsupported Group Credit /Baseline Credit Assessment/Viability Rating
bbb+
baa3
a
N/A
\u00a0
Market Risk - Interest Rate Risk
Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Directors\u2019 policy is to maintain a majority of the Group\u2019s borrowings in fixed rate instruments. The Directors have analysed the Group\u2019s interest rate exposure on a dynamic basis. This takes into consideration refinancing, renewal of existing positions and alternative financing. Based on these considerations, the Directors believe the Group\u2019s exposure to cash flow and fair value interest rate risk is not significant.
\u00a0
Market Risk - Currency Risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company\u2019s (Pound Sterling, \u00a3) or its subsidiaries\u2019 functional currency (US$). The Group is exposed to foreign exchange risk, arising from currency exposures primarily with respect to the UK Pound Sterling (\u00a3). The Directors monitor the exchange rate fluctuations on a continuous basis and act accordingly. The following sensitivity analysis shows the effects on loss before tax of 10% increase/decrease in the exchange rates of the US$ versus closing exchange rates of UK Pound Sterling as at 31 December 2023:
\u00a0
\u00a0
+10%
-10%
\u00a0
US$
US$
Loss before tax
Increase in loss by US$62,648
Decrease in loss by US$62,648
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
\u00a0
2023
2023
2023
2022
2022
2022
Assets and liabilities by currency of
denomination, all numbers are
presented in US$
US$
\u00a0
\u00a3
In US$
Total
US$
US$
\u00a0
\u00a3
In US$
Total
US$
Financial assets
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Cash and cash equivalents
(4,535)
5,273
738
53
20,368
20,421
Other receivables
-
-
-
-
-
-
Restricted cash*
-
-
-
-
-
-
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Financial liabilities
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Trade payables
75,508
313,789
389,297
73,917
209,671
283,587
Accruals
-
1,030,197
1,030,197
-
628,934
628,934
Short-term borrowings
544,727
1,977,981
2,522,708
499,727
1,634,105
2,133,832
\u00a0
*Note that the restricted cash balance has been impaired to nil in the prior year, see note 12 for further details.
\u00a0
Liquidity Risk
The Group currently holds cash balances to provide funding for normal trading activity. Trade and other payables and short-term borrowings are monitored as part of normal management routine and all amounts outstanding fall due in one year or less. Borrowings are conducted in both US$ and UK Pound Sterling and as such the Company monitors fluctuations that may impact both present and future liquidity levels.
\u00a0
Capital Management
The Group defines capital as the total equity of the Group. The Directors\u2019 objectives, when managing capital, are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
\u00a0
To meet these objectives, the Directors review the budgets and projections on a regular basis to ensure there is sufficient capital to meet the needs of the Group through to profitability and positive cash flow.
\u00a0
The capital structure of the Group consists of shareholders\u2019 equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources and borrowings.
\u00a0
Whilst the Group does not currently have distributable profits, it is part of the capital strategy to provide returns for shareholders and benefits for members in the future.
\u00a0
Capital for further development of the Group\u2019s activities will, where possible, be achieved by share issues or other finance as appropriate.
\u00a0
In order to maintain or adjust the capital structure, the Directors may return capital to shareholders, issue new shares or sell assets to reduce debt. It also ensures that distributions to shareholders do not exceed working capital requirements.
\u00a0
Fair Value Hierarchy
All the financial assets and financial liabilities, recognised in the Group Financial Statements, are shown at the carrying value, which also approximates the fair values of those financial instruments. Therefore, no separate disclosure for fair value hierarchy is required.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\n
\u00a0
21.
Related Party Transactions
\u00a0
Balances and transactions between the Company and its subsidiaries, Coos Bay Energy LLC, Westport Energy Acquisition Inc. and Westport Energy LLC are eliminated on consolidation and are not disclosed in this note. Balances and transactions between the Group and other related parties are disclosed below.
\u00a0
Remuneration of Directors
The remuneration of the senior Executive Management Committee members, who are the key management personnel of the Group, is set out in aggregate for each of the categories specified in IAS 24 \u201cRelated Party Disclosures\u201d in note 5.
\u00a0
\u00a0
22.
Events After the Reporting Period
\u00a0
o
On 5 September 2024 the Company completed a Company Voluntary Arrangement (CVA) following passage of the proposal by a vote of the Company creditors and shareholders. Following passage of the CVA, the Company intends to complete a capital raise of \u00a3340,000, the appointment of two new directors and the resumption of trading on the London stock exchange ahead of securing a suitable project for acquisition.
\u00a0
The passage of the above will result in the allotment of 1,133,333,900 new ordinary shares at a price of \u00a30.0003 under the placing, and in respect of full and final settlement of creditors totaling \u00a33.3m:
\u00a0
\u25cf
payment of \u00a3100,266 in cash and;
\u25cf
180,490,669 convertible loan notes, each convertible into one ordinary share at \u00a30.0003, to be converted automatically on the publication of the next prospectus, in full and final settlement of creditors and borrowings.
\u00a0
The financial impact of the above process is:
\u25cf
A reduction in trade and other payables of \u00a31,230,000;
\u25cf
A reduction in borrowings payable of \u00a32,062,000;
\u25cf
An increase in convertible loan notes payable of \u00a358,000 effective value (number of notes times conversion price);
\u25cf
An increase in cash and cash equivalents of \u00a3114,001 following cash settlement of creditors;
\u25cf
An increase in share capital and share premium of \u00a3113,333 and \u00a3226,667 respectively in respect of the placing;
\u25cf
An increase in share capital and share premium of \u00a318,049 and \u00a336,098 respectively in respect of the conversion of the issued CLN\u2019s to creditors, should such conversion take place in the future.
\u00a0
o
On 5 September 2024 at a meeting of shareholders, the Company passed an ordinary resolution to change its name to Corpus Resources PLC.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory_D1171602934_CY": { "value": "
1.\u2003 General Information
\u00a0
The Company is incorporated and registered in England and Wales as a public limited company. The Company\u2019s registered number is 09976843 and its registered office is at Salisbury House, London Wall, London EC2M 5PS. On 4 October 2017, the Company\u2019s shares were admitted to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange\u2019s Main Market.
\u00a0
With effect from admission, the Company has been subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.
\u00a0
The principal activity of the Company is that of an investment company, currently focused on acquiring a new business with adequate scale and growth potential to be listed on the Standard Listing of the London Stock Exchange.
\u00a0
The individual financial statements of the Company (\u201cCompany financial statements\u201d) have been prepared in accordance with the Companies Act 2006 which permits a Company that publishes its Company and Group financial statements together, to take advantage of the exemption in Section 408 of the Companies Act 2006, from presenting to its members its Company Income Statement and related notes that form part of the approved Company financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ifrs-full_DomicileOfEntity_E5_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ifrs-full_CountryOfIncorporation_E7_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ifrs-full_LegalFormOfEntity_E6_CY": { "value": "public limited company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": { "value": "Salisbury House, London Wall, London EC2M 5PS", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ifrs-full_PrincipalPlaceOfBusiness_E9_CY": { "value": "London", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": { "value": "The principal activity of the Company is that of an investment company, currently focused on acquiring a new business with adequate scale and growth potential to be listed on the Standard Listing of the London Stock Exchange.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory_E2_CY": { "value": "
2.\u2003 Accounting Policies
\u00a0
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
\u00a0
The Group Financial statements are presented in US Dollars as historically the entirety of the Company\u2019s operations have been located in the United States.
\u00a0
Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted International Accounting Standards (\u201cIFRS\u201d) and the requirements of the Companies Act applicable to companies reporting under IFRS.
\u00a0
The Financial Statements are prepared on a going concern basis and under the historical cost convention.
\u00a0
\u00a0
\u00a0
a.
New standards, interpretations and amendments effective from 1 January 2023
\u00a0
There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2023 that had a significant effect on the Curzon Group\u2019s Financial Statements.
\u00a0
\u00a0
b.
New standards, interpretations and amendments not yet effective
\u00a0
At the date of authorisation of these Financial Statements, a number of amendments to existing standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective for the year presented. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group in future periods.
\u00a0
Basis of Consolidation
The Company was incorporated on 29 of January 2016; On the 4th of October 2017 it acquired Coos Bay Energy LLC. At the time of its acquisition by the Company, Coos Bay Energy LLC consisted of Coos Bay Energy LLC and its wholly owned US Group. It is the Directors\u2019 opinion that the Company at the date of acquisition of Coos Bay Energy LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition was outside of the IFRS 3 scope.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\u00a0
Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a \u201cmerger accounting\u201d method of consolidation as the most relevant method to be used.
\u00a0
Going Concern
The Group Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
\u00a0
The Board has considered this\u00a0in light of\u00a0the Company\u2019s recent recapitalization and debt restructuring efforts, which took the form of a Company Voluntary Arrangement (CVA).\u00a0 The terms of the CVA, approved at meetings of the creditors and shareholders on 5 September 2024, are\u00a0that\u00a0all\u00a0amounts\u00a0owed\u00a0will be settled via a mix of cash and convertible loan notes. A placing of \u00a3340,000 has been arranged by the Company\u2019s broker, Peterhouse Capital Limited, and following the CVA vote and general meeting, the funds being held will be released to satisfy the CVA and to the Company to fund its future operations.
\u00a0
The Directors note that, notwithstanding the debt reduction and capitalization anticipated by the passage of the CVA referenced above, the Group will need additional funding to continue operations for the foreseeable future, however the cost basis of the Company post CVA and prior to any transaction is expected to remain low. The Directors are confident\u00a0however that the Group will be able to raise, as required, sufficient cash to enable it to continue its operations, post passage of the CVA, and to continue to meet, as and when they fall due, its liabilities for at least the next 12 months from the date of approval of the Group Financial Statements. The Group Financial Statements have, therefore, been prepared on\u00a0the\u00a0going concern basis.
\u00a0
However, as there can be no certainty that over\u00a0access to future funding by the Company following the passage of the CVA, there exists a material uncertainty as to the Group\u2019s ability to continue as a going concern.
\u00a0
Functional Currency
Functional and Presentation Currency
The individual financial information of each Group entity is measured in the currency of the primary economic environment in which the entity operates (its functional currency). The Company\u2019s functional currency is UK Pound Sterling (\u00a3). All other companies, belonging to the Curzon Group, have US Dollar as their functional currency. The Group Financial Statements are presented in US Dollars ($).
\u00a0
Transactions and Balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date.
\u00a0
Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.
\u00a0
On consolidation, the assets and liabilities of the Group\u2019s Pound Sterling operations are translated into the Group\u2019s presentational currency (US Dollar) at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates have fluctuated significantly during the year, in which case the exchange rate at the date of the transaction is used. All exchange differences arising, if any, are recognised as other comprehensive income and are transferred to the Group\u2019s foreign currency translation reserve.
\u00a0
Rates applied in these Financial Statements:
\u00a0
\u00a0
\u00a0
2023
2022
Closing USD/GBP rate at 31 December
\u00a0
1.273
1.2065
Average USD/GBP rate for the year
\u00a0
1.2432
1.2495
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
Reclamation Costs
Where a material liability for the removal of production facilities and site restoration at the end of the field life exists, a provision for decommissioning is made. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also created and depreciated on a unit of production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision and the associated asset. At 31 December 2023 and 2022, a provision has been recognized and set off against restricted cash as permitted by IAS 32. \u00a0
\u00a0
Impairment
Impairment of Financial Assets
All financial assets are assessed at the end of each reporting period as to whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.
\u00a0
An impairment loss in respect of financial assets carried at amortised cost is recognised in profit or loss and is measured as the difference between the asset\u2019s carrying amount and the present value of estimated future cash flows, discounted at the financial asset\u2019s original effective interest rate.
\u00a0
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
\u00a0
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
\u00a0
Financial Instruments
Financial instruments are recognised in the statements of financial position, when the Group has become a party to the contractual provisions of the instruments.
\u00a0
Financial Assets
The Group classifies its financial assets as financial assets carried at amortised cost, cash and cash equivalents and restricted cash. Financial assets are initially measured at fair value and subsequently carried at amortised cost.
\u00a0
Financial assets are derecognized, when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.
\u00a0
Amortised Cost
These assets incorporate such types of financial assets, where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, using the effective interest rate method, less provision for impairment. Impairment provisions receivables are recognised based on the simplified approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the
\u00a0
\u00a0
\u00a0
\u00a0
\n
\u00a0
\u00a0
lifetime expected credit loss for the receivables. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
\u00a0
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology, used to determine the amount of the provision, is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses, along with gross interest income, are recognised. For those for which credit risk has increased significantly but not determined to be credit impaired, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
\u00a0
The Group's financial assets, measured at amortised cost, comprise other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position.
\u00a0
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, bank overdrafts, deposits with financial institutions and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
\u00a0
Restricted Cash
Restricted cash were funds held as a collateral related to stand-by letters of credit related to the Group\u2019s former oil and gas properties. Such deposits are classified as non-current assets and are not classified as part of cash and cash equivalents as these deposits are not accessible by the Company for unrestricted use and are not accessible for more than 3 months. More details on the Group\u2019s restricted cash are given in the note 12.
\u00a0
Financial Liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
\u00a0
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses, relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
\u00a0
All financial liabilities are recognised initially at fair value less financial costs and subsequently measured at amortised cost, using the effective interest method other than those categorised as fair value through the Statement of Comprehensive Income.
\u00a0
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability and the difference in the respective carrying amounts is recognised in the Income Statement.
\u00a0
Financial liabilities include the following items:
\u00a0
\u25aa
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost, using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption as well as any interest or coupon, payable while the liability is outstanding;
\u00a0
\u25aa
Liability components of convertible loan notes are measured as described further below;
\u00a0
\u25aa
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated into their liability and equity components. The amount, initially attributed to the debt component, equals the discounted cash flows, using a market rate of interest that would be payable on a similar debt instrument that does not include an option to convert. Subsequently, the debt component is accounted for as a financial liability, measured at amortised cost until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the conversion option and is recognised as a separate equity component within shareholders' equity, net of income tax effects.
\u00a0
Equity instruments
Ordinary Shares
\u00a0
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in Share Premium account as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities, when approved for distribution is allocated to the conversion option and is recognised as a separate equity component within shareholders' equity, net of income tax effects.
\u00a0
Warrants
\u00a0
Warrants classified as equity are recorded at fair value as of the date of issuance on the Company\u2019s Consolidated Statement of Financial Position and no further adjustments to their valuation are made. Management estimates the fair value of these liabilities, using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate.
\u00a0
Taxation
Income tax for each reporting period comprises current and deferred tax.
\u00a0
Current tax is the expected amount of income taxes, payable in respect of the taxable profit for the year and is measured, using the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax is provided in full, using the liability method, on temporary differences, arising between the tax bases of assets and liabilities and their carrying amounts in the Group Financial Statements.
\u00a0
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.
\u00a0
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the Group\u2019s interest in the net fair value of the acquired Company\u2019s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
\u00a0
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period, when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax assets and liabilities are offset, when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.
\u00a0
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax assets to be recovered.
\u00a0
Deferred tax, relating to items recognised outside profit or loss, is recognised outside profit or loss.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity.
\u00a0
Deferred tax assets and liabilities are recognized, where the carrying amount of an asset or liability in the Consolidated Statement of Financial Position differs from its tax base, except for differences, arising on the initial recognition of goodwill, the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction affects neither accounting or taxable profit, and investments in subsidiaries and joint arrangements, where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
\u00a0
Employee Benefits
Short-Term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.
\u00a0
Post-Employment Benefits
The Group does not currently make provision for post-employment benefits by way of pension plans or similar arrangements.
\u00a0
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized, when the Group has a present or constructive obligation as a result of past events, when it is probable that an outflow of resources, embodying economic benefits, will be required to settle the obligation and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation.
\u00a0
A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.
\u00a0
A contingent liability is not recognised but is disclosed in the notes to the Financial Statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.
\u00a0
A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Group. The Group does not recognise contingent assets but discloses its existence, where inflows of economic benefits are probable, but not virtually certain.
\u00a0
Share-Based Payment Arrangements
Equity-settled share-based payments to employees and others, providing similar services, are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 18 to the Group Financial Statements.
\u00a0
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Directors\u2019 estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Where the conditions are non-vesting, the expense and equity reserve, arising from share-based payment transactions is recognised in full immediately on grant.
\u00a0
At the end of each reporting period, the Directors revise their estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other reserves.
Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. The results of an operating segment are reviewed regularly by the
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Summary of Critical Accounting Estimates and Judgments
The preparation of the Group Financial Statements, in conformity with IFRS, requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the accounting policies, which are detailed above. These judgments are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
\u00a0
The key estimates and underlying assumptions, concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
\u00a0
The prime areas, involving a higher degree of judgment or complexity, where assumptions and estimates are significant to the Financial Statements, are as follows:
Going Concern
The Group Financial Statements have been prepared on a going concern basis as the Directors have assessed the Group\u2019s ability to continue in operational existence for the foreseeable future. See Going Concern section on page 26 for more details.
\u00a0
The Group Financial Statements do not include the adjustments that would result if the Group were not to continue as a going concern.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D1597552705_CY": { "value": "
Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted International Accounting Standards (\u201cIFRS\u201d) and the requirements of the Companies Act applicable to companies reporting under IFRS.
\u00a0
The Financial Statements are prepared on a going concern basis and under the historical cost convention.
\u00a0
\u00a0
\u00a0
a.
New standards, interpretations and amendments effective from 1 January 2023
\u00a0
There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2023 that had a significant effect on the Curzon Group\u2019s Financial Statements.
\u00a0
\u00a0
b.
New standards, interpretations and amendments not yet effective
\u00a0
At the date of authorisation of these Financial Statements, a number of amendments to existing standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective for the year presented. The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group in future periods.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBasisOfConsolidationExplanatory_D1942288427_CY": { "value": "
Basis of Consolidation
The Company was incorporated on 29 of January 2016; On the 4th of October 2017 it acquired Coos Bay Energy LLC. At the time of its acquisition by the Company, Coos Bay Energy LLC consisted of Coos Bay Energy LLC and its wholly owned US Group. It is the Directors\u2019 opinion that the Company at the date of acquisition of Coos Bay Energy LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition was outside of the IFRS 3 scope.
Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a \u201cmerger accounting\u201d method of consolidation as the most relevant method to be used.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D282535953_CY": { "value": "
Going Concern
The Group Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
\u00a0
The Board has considered this\u00a0in light of\u00a0the Company\u2019s recent recapitalization and debt restructuring efforts, which took the form of a Company Voluntary Arrangement (CVA).\u00a0 The terms of the CVA, approved at meetings of the creditors and shareholders on 5 September 2024, are\u00a0that\u00a0all\u00a0amounts\u00a0owed\u00a0will be settled via a mix of cash and convertible loan notes. A placing of \u00a3340,000 has been arranged by the Company\u2019s broker, Peterhouse Capital Limited, and following the CVA vote and general meeting, the funds being held will be released to satisfy the CVA and to the Company to fund its future operations.
\u00a0
The Directors note that, notwithstanding the debt reduction and capitalization anticipated by the passage of the CVA referenced above, the Group will need additional funding to continue operations for the foreseeable future, however the cost basis of the Company post CVA and prior to any transaction is expected to remain low. The Directors are confident\u00a0however that the Group will be able to raise, as required, sufficient cash to enable it to continue its operations, post passage of the CVA, and to continue to meet, as and when they fall due, its liabilities for at least the next 12 months from the date of approval of the Group Financial Statements. The Group Financial Statements have, therefore, been prepared on\u00a0the\u00a0going concern basis.
\u00a0
However, as there can be no certainty that over\u00a0access to future funding by the Company following the passage of the CVA, there exists a material uncertainty as to the Group\u2019s ability to continue as a going concern.
Going Concern
The Group Financial Statements have been prepared on a going concern basis as the Directors have assessed the Group\u2019s ability to continue in operational existence for the foreseeable future. See Going Concern section on page 26 for more details.
\u00a0
The Group Financial Statements do not include the adjustments that would result if the Group were not to continue as a going concern.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory_D1970809473_CY": { "value": "
Functional and Presentation Currency
The individual financial information of each Group entity is measured in the currency of the primary economic environment in which the entity operates (its functional currency). The Company\u2019s functional currency is UK Pound Sterling (\u00a3). All other companies, belonging to the Curzon Group, have US Dollar as their functional currency. The Group Financial Statements are presented in US Dollars ($).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_D2006214563_CY": { "value": "
Transactions and Balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date.
\u00a0
Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.
\u00a0
On consolidation, the assets and liabilities of the Group\u2019s Pound Sterling operations are translated into the Group\u2019s presentational currency (US Dollar) at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates have fluctuated significantly during the year, in which case the exchange rate at the date of the transaction is used. All exchange differences arising, if any, are recognised as other comprehensive income and are transferred to the Group\u2019s foreign currency translation reserve.
\u00a0
Rates applied in these Financial Statements:
\u00a0
\u00a0
\u00a0
2023
2022
Closing USD/GBP rate at 31 December
\u00a0
1.273
1.2065
Average USD/GBP rate for the year
\u00a0
1.2432
1.2495
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_czn_DescriptionOfAccountingPolicyForReclamationCostsExplanatory_D745175093_CY": { "value": "
Reclamation Costs
Where a material liability for the removal of production facilities and site restoration at the end of the field life exists, a provision for decommissioning is made. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also created and depreciated on a unit of production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision and the associated asset. At 31 December 2023 and 2022, a provision has been recognized and set off against restricted cash as permitted by IAS 32. \u00a0
", "dimensions": { "concept": "czn:DescriptionOfAccountingPolicyForReclamationCostsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory_D1165408771_CY": { "value": "
Impairment
Impairment of Financial Assets
All financial assets are assessed at the end of each reporting period as to whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.
\u00a0
An impairment loss in respect of financial assets carried at amortised cost is recognised in profit or loss and is measured as the difference between the asset\u2019s carrying amount and the present value of estimated future cash flows, discounted at the financial asset\u2019s original effective interest rate.
\u00a0
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
\u00a0
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_D866195106_CY": { "value": "
Financial Instruments
Financial instruments are recognised in the statements of financial position, when the Group has become a party to the contractual provisions of the instruments.
\u00a0
Financial Assets
The Group classifies its financial assets as financial assets carried at amortised cost, cash and cash equivalents and restricted cash. Financial assets are initially measured at fair value and subsequently carried at amortised cost.
\u00a0
Financial assets are derecognized, when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.
\u00a0
Amortised Cost
These assets incorporate such types of financial assets, where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, using the effective interest rate method, less provision for impairment. Impairment provisions receivables are recognised based on the simplified approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the
\u00a0
lifetime expected credit loss for the receivables. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
\u00a0
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology, used to determine the amount of the provision, is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses, along with gross interest income, are recognised. For those for which credit risk has increased significantly but not determined to be credit impaired, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
\u00a0
The Group's financial assets, measured at amortised cost, comprise other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialAssetsExplanatory_D232026460_CY": { "value": "
Financial Assets
The Group classifies its financial assets as financial assets carried at amortised cost, cash and cash equivalents and restricted cash. Financial assets are initially measured at fair value and subsequently carried at amortised cost.
\u00a0
Financial assets are derecognized, when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_czn_DescriptionOfAccountingPolicyForAmortisedCostExplanatory_D583269014_CY": { "value": "
Amortised Cost
These assets incorporate such types of financial assets, where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, using the effective interest rate method, less provision for impairment. Impairment provisions receivables are recognised based on the simplified approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the
lifetime expected credit loss for the receivables. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
\u00a0
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology, used to determine the amount of the provision, is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses, along with gross interest income, are recognised. For those for which credit risk has increased significantly but not determined to be credit impaired, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
\u00a0
The Group's financial assets, measured at amortised cost, comprise other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position.
", "dimensions": { "concept": "czn:DescriptionOfAccountingPolicyForAmortisedCostExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_D1670089170_CY": { "value": "
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, bank overdrafts, deposits with financial institutions and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory_D1265401650_CY": { "value": "
Restricted Cash
Restricted cash were funds held as a collateral related to stand-by letters of credit related to the Group\u2019s former oil and gas properties. Such deposits are classified as non-current assets and are not classified as part of cash and cash equivalents as these deposits are not accessible by the Company for unrestricted use and are not accessible for more than 3 months. More details on the Group\u2019s restricted cash are given in the note 12.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory_D2111259421_CY": { "value": "
Financial Liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
\u00a0
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses, relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
\u00a0
All financial liabilities are recognised initially at fair value less financial costs and subsequently measured at amortised cost, using the effective interest method other than those categorised as fair value through the Statement of Comprehensive Income.
\u00a0
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability and the difference in the respective carrying amounts is recognised in the Income Statement.
\u00a0
Financial liabilities include the following items:
\u00a0
\u25aa
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost, using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption as well as any interest or coupon, payable while the liability is outstanding;
\u00a0
\u25aa
Liability components of convertible loan notes are measured as described further below;
\u00a0
\u25aa
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_czn_DescriptionOfAccountingPolicyForConvertibleDebtExplanatory_D1407228899_CY": { "value": "
Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated into their liability and equity components. The amount, initially attributed to the debt component, equals the discounted cash flows, using a market rate of interest that would be payable on a similar debt instrument that does not include an option to convert. Subsequently, the debt component is accounted for as a financial liability, measured at amortised cost until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the conversion option and is recognised as a separate equity component within shareholders' equity, net of income tax effects.
", "dimensions": { "concept": "czn:DescriptionOfAccountingPolicyForConvertibleDebtExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIssuedCapitalExplanatory_D731187107_CY": { "value": "
Ordinary Shares
\u00a0
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in Share Premium account as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities, when approved for distribution is allocated to the conversion option and is recognised as a separate equity component within shareholders' equity, net of income tax effects.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForWarrantsExplanatory_D1874478263_CY": { "value": "
Warrants
\u00a0
Warrants classified as equity are recorded at fair value as of the date of issuance on the Company\u2019s Consolidated Statement of Financial Position and no further adjustments to their valuation are made. Management estimates the fair value of these liabilities, using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForWarrantsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_D641427523_CY": { "value": "
Taxation
Income tax for each reporting period comprises current and deferred tax.
\u00a0
Current tax is the expected amount of income taxes, payable in respect of the taxable profit for the year and is measured, using the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax is provided in full, using the liability method, on temporary differences, arising between the tax bases of assets and liabilities and their carrying amounts in the Group Financial Statements.
\u00a0
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.
\u00a0
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the Group\u2019s interest in the net fair value of the acquired Company\u2019s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
\u00a0
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period, when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax assets and liabilities are offset, when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.
\u00a0
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax assets to be recovered.
\u00a0
Deferred tax, relating to items recognised outside profit or loss, is recognised outside profit or loss.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity.
\u00a0
Deferred tax assets and liabilities are recognized, where the carrying amount of an asset or liability in the Consolidated Statement of Financial Position differs from its tax base, except for differences, arising on the initial recognition of goodwill, the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction affects neither accounting or taxable profit, and investments in subsidiaries and joint arrangements, where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_D611451624_CY": { "value": "
Deferred tax is provided in full, using the liability method, on temporary differences, arising between the tax bases of assets and liabilities and their carrying amounts in the Group Financial Statements.
\u00a0
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.
\u00a0
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the Group\u2019s interest in the net fair value of the acquired Company\u2019s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
\u00a0
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period, when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.
\u00a0
Deferred tax assets and liabilities are offset, when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.
\u00a0
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax assets to be recovered.
\u00a0
Deferred tax, relating to items recognised outside profit or loss, is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity.
\u00a0
Deferred tax assets and liabilities are recognized, where the carrying amount of an asset or liability in the Consolidated Statement of Financial Position differs from its tax base, except for differences, arising on the initial recognition of goodwill, the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction affects neither accounting or taxable profit, and investments in subsidiaries and joint arrangements, where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory_D840803413_CY": { "value": "
Employee Benefits
Short-Term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.
\u00a0
Post-Employment Benefits
The Group does not currently make provision for post-employment benefits by way of pension plans or similar arrangements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_czn_DescriptionOfAccountingPolicyForProvisionsContingentLiabilitiesAndContingentAssetsExplanatory_D189633756_CY": { "value": "
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized, when the Group has a present or constructive obligation as a result of past events, when it is probable that an outflow of resources, embodying economic benefits, will be required to settle the obligation and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation.
\u00a0
A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.
\u00a0
A contingent liability is not recognised but is disclosed in the notes to the Financial Statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.
\u00a0
A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Group. The Group does not recognise contingent assets but discloses its existence, where inflows of economic benefits are probable, but not virtually certain.
", "dimensions": { "concept": "czn:DescriptionOfAccountingPolicyForProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_D1363355575_CY": { "value": "
Share-Based Payment Arrangements
Equity-settled share-based payments to employees and others, providing similar services, are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 18 to the Group Financial Statements.
\u00a0
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Directors\u2019 estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Where the conditions are non-vesting, the expense and equity reserve, arising from share-based payment transactions is recognised in full immediately on grant.
\u00a0
At the end of each reporting period, the Directors revise their estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other reserves.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_D1085078483_CY": { "value": "
Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. The results of an operating segment are reviewed regularly by the
chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D434947691_CY": { "value": "
Summary of Critical Accounting Estimates and Judgments
The preparation of the Group Financial Statements, in conformity with IFRS, requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the accounting policies, which are detailed above. These judgments are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
\u00a0
The key estimates and underlying assumptions, concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
\u00a0
The prime areas, involving a higher degree of judgment or complexity, where assumptions and estimates are significant to the Financial Statements, are as follows:
Going Concern
The Group Financial Statements have been prepared on a going concern basis as the Directors have assessed the Group\u2019s ability to continue in operational existence for the foreseeable future. See Going Concern section on page 26 for more details.
\u00a0
The Group Financial Statements do not include the adjustments that would result if the Group were not to continue as a going concern.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEntitysReportableSegmentsExplanatory_D1083168866_CY": { "value": "
3.\u2003 Segmental Analysis
\u00a0
IFRS 8 \u201cOperating Segments\u201d requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (which takes the form of the Directors) as defined in IFRS 8 \u201cOperating Segments\u201d, in order to allocate resources to the segment and to assess its performance.
\u00a0
The principal activity of the Company is that of an investment company, currently focused on acquiring a new business with adequate scale and growth potential to operate successfully on the Standard List of the London Stock Exchange. At 31 December 2023 and 31 December 2022, the Directors consider there is one reportable operating segment. Accordingly, an analysis of segment profit or loss, segment assets, segment liabilities and other material items has not been presented.
\u00a0
The Group operates in one geographic area, being the UK.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfProfitLossFromOperatingActivitiesExplanatory_D34363846_CY": { "value": "
4.
Loss for the Year Before Taxation
\u00a0
\u00a0
\u00a0
Loss before tax is stated after charging / (crediting):
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Auditor\u2019s remuneration:
\u00a0
\u00a0
\u00a0
-
fees payable to the Company\u2019s auditor for the audit of the
\u00a0
37,297
46,230
\u00a0
consolidated and Company financial statements
\u00a0
\u00a0
\u00a0
Foreign currency translation (gain)
\u00a0
(32,743)
(235)
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfInformationAboutEmployeesExplanatory_D1995030503_CY": { "value": "
5.
Directors and Staff
\u00a0
There were no staff employed by the Group during the years ended 31 December 2023 and 31 December 2022, except for one Director, Mr. Scott Kaintz, who was employed by the Company from 27 June 2018.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfInformationAboutKeyManagementPersonnelExplanatory_D707418380_CY": { "value": "
Remuneration of Key Management Personnel
The following table sets forth the compensation awarded, paid to or earned by each Director during the year:
\u00a0
2023
Directors\u2019
fees
US$
Social
security
costs
US$
Total cash-compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
John McGoldrick
62,161
-
62,161
-
62,161
Scott Kaintz
149,187
20,588
169,775
-
169,775
Owen May
31,081
-
31,081
-
31,081
Total Directors\u2019
compensation
242,429
20,588
263,017
-
263,017
\u00a0
2022
Directors\u2019
fees
US$
Social
security
costs
US$
Total cash-compensation
US$
Share-based Payments
(options)
US$
Total
compensation
US$
John McGoldrick
62,473
-
62,473
-
62,473
Scott Kaintz
149,935
17,243
167,178
-
167,178
Owen May
31,236
-
31,236
-
31,236
Total Directors\u2019
compensation
243,644
17,243
260,887
-
260,887
\u00a0
John McGoldrick has, through agreement with the Company, agreed to defer payment of his Director\u2019s compensation from 2017 to 2024, which at 31 December 2023 totaled $359,631 and has been recognized in other payables at the reporting date.
\u00a0
Owen May has, through agreement with the Company, agreed to defer payment of his Director\u2019s compensation from 2018 to 2024, which at 31 December 2023 totaled $143,746 and has been recognized in other payables at the reporting date.
As at 31 December 2023 Scott Kaintz was owed $305,527 in unpaid salary (31 December 2022: $144,780) and has agreed to defer payment of his compensation on an ongoing basis.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGeneralAndAdministrativeExpenseExplanatory_D1970243003_CY": { "value": "
6.
Administrative Expenses
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Staff costs
\u00a0
\u00a0
\u00a0
Directors\u2019 salaries
\u00a0
242,429
243,644
Employers NI
\u00a0
20,588
17,243
Consultants
\u00a0
38,264
26,239
Professional services
\u00a0
\u00a0
\u00a0
Accounting, audit & taxation
\u00a0
83,376
89,220
Legal
\u00a0
5,371
4,702
Marketing
\u00a0
(3,418)
14,816
Broker fees
\u00a0
34,476
-
Regulatory compliance
\u00a0
87,418
2,349
Standard Listing Regulatory Costs
\u00a0
-
-
Travel
\u00a0
109
12,310
Business development
\u00a0
-
-
Office and Admin
\u00a0
\u00a0
\u00a0
General
\u00a0
7,947
32,865
IT costs
\u00a0
521
2,293
Temporary storage and office rent
\u00a0
12,154
27,406
Insurance
\u00a0
42,313
36,271
Total administrative costs
\u00a0
571,548
509,358
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinanceIncomeExpenseExplanatory_D5297475_CY": { "value": "
7.
Finance Expense (net)
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Foreign exchange loss/(gain)
\u00a0
(32,743)
(235)
Interest expense on promissory notes and other short-term loans
\u00a0
196,448
191,970
Total finance expense
\u00a0
163,705
191,735
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_D534901794_CY": { "value": "
8.
Taxation
\u00a0
The Group has made no provision for taxation as it has not yet generated any taxable income. A reconciliation of income tax expense, applicable to the loss before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group, is as follows:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Loss before tax
\u00a0
(735,253)
(701,093)
UK corporation tax credit at 19.00% (2022: 19.00%)
\u00a0
(139,698)
(133,208)
Effect of non-deductible expense
\u00a0
108
-
Differences in overseas tax rates
\u00a0
(533)
(961)
Effect of tax benefit of losses carried forward
\u00a0
140,123
134,169
Current tax (credit)
\u00a0
-
-
\u00a0
As at 31 December 2023, the tax effects of temporary timing differences, giving rise to deferred tax assets, was US$1,861,487 (2022: US$1,717,984).
\u00a0
A deferred tax asset in respect of these losses and temporary differences has not been established as the Group has not yet generated any revenues and the Directors have, therefore, assessed the likelihood of future profits being available to offset such deferred tax assets to be uncertain.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_D413633906_CY": { "value": "
9.
Loss Per Share
\u00a0
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue.
\u00a0
Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.
\u00a0
The following reflects the loss and share data used in the basic and diluted loss per share computations:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
\u00a0
\u00a0
(Loss) after tax attributable to the shareholders of the parent (US$)
\u00a0
(735,253)
(701,093)
Weighted average number of ordinary shares of \u00a30.01 in issue used calculation of in basic and diluted EPS
\u00a0
99,639,565
99,639,565
(Loss) per share - basic and fully diluted (US$)
\u00a0
(0.007)
(0.007)
\u00a0
\u00a0
At 31 December 2023 and 31 December 2022, the effect of all potential ordinary shares and contingently issuable shares, that are presented in the table below, was anti-dilutive as it would lead to a further reduction of loss per share, therefore, these instruments were not included in the diluted loss per share calculation.
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
Number
Number
Share options granted to employees - fully vested at the end of the respective period
\u00a0
-
-
Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period
\u00a0
-
18,606,594
Total instruments fully vested
\u00a0
-
18,606,594
Total number of instruments and potentially issuable instruments (vested and not vested) not included into the fully diluted EPS calculation
\u00a0
-
18,606,594
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIntangibleAssetsExplanatory_D786229021_CY": { "value": "
10.
Intangible Assets
\u00a0
\u00a0
\u00a0
2023
2022
Exploration and evaluation expenditure
\u00a0
US$
US$
Cost:
\u00a0
\u00a0
\u00a0
At the beginning of the year
\u00a0
24,716,316
24,716,316
Additions \u2013 exploration costs capitalised
\u00a0
-
-
At the end of the year
\u00a0
24,716,316
24,716,316
\u00a0
\u00a0
\u00a0
\u00a0
Impairment provision:
\u00a0
\u00a0
\u00a0
At the beginning of the year
\u00a0
(24,716,316)
(24,716,316)
Provision for the year
\u00a0
-
-
At end of the year
\u00a0
(24,716,316)
(24,716,316)
Net Book Value
\u00a0
-
-
\u00a0
Environmental Matters
\u00a0
The Group has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The Directors monitor these laws and regulations and periodically assesses the propriety of its operational and accounting policies related to environmental issues. The nature of the Group\u2019s business requires routine day-to-day compliance with environmental laws and regulations. The Group has incurred no material environmental investigation, compliance or remediation costs for each of the years ended 31 December 2023 and 31 December 2022. The Directors are unable to predict whether the Group\u2019s future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations, relating to environmental protection will not materially affect the results of operations of the Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory_D98328758_CY": { "value": "
11.
Subsidiary Undertakings
\u00a0
The Group has the following subsidiary undertakings:
\u00a0
Name
Country of incorporation
Issued capital
Proportion held by Group
Activity
Coos Bay Energy LLC
USA
Membership interests
100%
Holding company
Westport Energy Acquisitions Inc.
USA
Shares
100%
Holding company
Westport Energy LLC
USA
Membership interests
100%
Oil and gas exploration
\u00a0
\u00a0
\u00a0
Coos Bay Energy LLC is a limited liability corporation incorporated in Nevada, USA whose registered office is 1370 Crowley Avenue SE, Portland, Oregon 97302, USA.
\u00a0
Westport Energy Acquisition Inc. was incorporated in May 2010 in Delaware, USA. Its registered office is located at 100 Overlook Center, 2nd Floor, Princeton Junction, NJ 08540, USA.
\u00a0
Westport Energy LLC was incorporated in December 2008 in Delaware, USA. Its registered office is located at 100 Overlook Center, 2nd Floor, Princeton Junction, NJ 08540, USA.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRestrictedCashAndCashEquivalentsExplanatory_D2003395167_CY": { "value": "
12.
Restricted Cash
\u00a0
Restricted cash of $125,000 comprises funds was held as collateral to support stand-by letters of credit related to the Group\u2019s oil and gas properties. The letters of credit secure the reclamation obligations under the leases and state law. The cash can be taken by Umpqua Bank in the event the letters of credit are drawn on by the State of Oregon, Department of Geology & Mineral Industries (DOGAMI). The cash is held in the form of a Certificate of Deposit. In 2022 the Group recognized a provision for reclamation obligations equivalent to the entire restricted cash balance in recognition of the fact that recovery of these funds would likely be nil following completion of reclamation work on these oil and gas properties. This provision has been offset against the restricted cash balance as permitted by IAS 32.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRestrictedCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_czn_DisclosureOfPrepaymentsAndOtherReceivablesExplanatory_D979746723_CY": { "value": "
13.
Prepayments and Other Receivables
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
VAT recoverable
\u00a0
2,523
1,744
Other debtors
\u00a0
26,246
28,084
Total prepayments and other receivables
\u00a0
28,769
29,828
\u00a0
\u00a0
The fair value of receivables and deposits approximates their carrying amount as the impact of discounting is not significant. The receivables are not impaired and are not past due.
", "dimensions": { "concept": "czn:DisclosureOfPrepaymentsAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_D1825604494_CY": { "value": "
14.
Cash and Cash Equivalents
\u00a0
For the purpose of the Statements of Financial Position, cash and cash equivalents comprise the following:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Cash in hand and at bank
\u00a0
738
20,421
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_E129_CY": { "value": "
15.
Trade and Other Payables
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Trade and other payables
\u00a0
389,297
283,587
Accruals
\u00a0
1,030,197
628,934
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
\u00a0
1,419,494
912,521
Other payables - tax and social security payments
\u00a0
-
-
Total trade and other payables
\u00a0
1,419,494
912,521
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBorrowingsExplanatory_E14_CY": { "value": "
16.
Borrowings
\u00a0
Details of the notes and borrowings originated by the Group are disclosed in the table below:
\u00a0
\u00a0
Origination
date
Contractual
settlement date
Original note
value in
original
currency
Annual
interest
rate
Security
Status at 31
December 2023
C4 Energy Ltd
22 Sept 2017
Conversion/Re
payment at
RTO date
$200,000
15%
unsecured
Outstanding
Bruce Edwards
1 Sep 2017
Conversion at
RTO date
$100,000
15%
unsecured
Outstanding
HNW Investor Group
1 July 2019
Conversion/Re
payment at
RTO date
\u00a3263,265
13%
100%
interest in
Coos Bay
LLC
Outstanding
Sun Seven Stars Investment Group (\"SSSIG\")
13 Mar 2020
Conversion/Re
payment at
RTO date
\u00a3260,000
10%
unsecured
Outstanding
Poseidon Plastics Limited (\u201cPPL\u201d)
2 February 2021
Conversion/Re
payment at
RTO date
\u00a3590,000
10%
unsecured
Outstanding
\n
\u00a0
Technology Metals Market Limited (\u2018\u2019TM2\u2019\u2019)
19 April 2023
Conversion/Re
payment at
RTO date
\u00a359,500
10%
unsecured
Outstanding
\u00a0
*Interim payments are required under the promissory notes, as the payment terms require the original principal amount of each note and all accrued interest thereon, to be paid in single lump payments at the time of the completion of a reverse takeover.
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
At 1 January
\u00a0
2,133,832
1,935,919
Received during the year
\u00a0
98,507
184,693
Interest accrued during the year
\u00a0
194,335
190,175
Exchange rate differences
\u00a0
96,034
(176,956)
Short-term loans and borrowings 31 December
\u00a0
2,522,708
2,133,832
\u00a0
Reconciliation of Liabilities Arising from Financing Activities
\u00a0
\u00a0
31 Dec 2022
Cash flows
Proceeds from
new
borrowings
Non-cash flow
Forex movement
Non-cash flow
Interest accrued
31 Dec
2023
HNW Investor Group
431,208
-
24,798
42,549
498,555
C4 Energy Ltd.
322,378
-
-
30,000
352,378
Technology Metals
-
73,971
1,773
-
75,744
Bruce Edwards
177,349
-
-
15,000
192,349
Sun Seven Stars Investment Group (\"SSSIG\")\u00a0
396,510
-
22,640
32,324
451,474
Poseidon Plastics Ltd (\u201cPPL\u201d)
806,387
-
46,219
73,356
925,962
Other (Premium Credit)
-
24,536
603
1,107
26,246
Total liabilities from financing activities
2,133,832
98,507
96,033
194,336
2,522,708
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
31 Dec 2021
Cash flows
Proceeds from
new
borrowings
Non-cash flow
Forex movement
Non-cash flow
Interest accrued
31 Dec
2022
HNW Investor Group
435,950
-
(47,504)
42,762
431,208
C4 Energy Ltd.
292,378
-
-
30,000
322,378
Bruce Edwards
162,350
-
-
15,000
177,350
Sun Seven Stars Investment Group (\"SSSIG\")\u00a0
408,251
-
(44,227)
32,486
396,510
Poseidon Plastics Ltd (\u201cPPL\u201d)
636,991
184,693
(85,225)
69,927
806,386
Total liabilities from financing activities
1,935,920
184,693
(176,956)
190,175
2,133,832
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIssuedCapitalExplanatory_E84_CY": { "value": "
17.
Share Capital
\u00a0
Authorised Share Capital
As permitted by the Companies Act 2006, the Company does not have an authorised share capital. The Company has one class of ordinary shares, which carry no right to fixed income. The ordinary shares carry the right to one vote per share at General Meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.
\u00a0
Issued Equity Share Capital
\u00a0
\u00a0
Ordinary shares,
number
Deferred shares,
number
Share capital, US$
At 1 January 2022
99,639,565
83,032,971
1,105,547
At 31 December 2022
99,639,565
83,032,971
1,105,547
At 31 December 2023
99,639,565
83,032,971
1,105,547
\u00a0
\u00a0
Number
Ordinary shares
of \u00a30.0001
Number
Deferred
shares of
\u00a30.0099
Share
Capital,
US$
Number
Ordinary
shares of
\u00a30.01 before
subdivision
Share
Capital, US$
Issued and fully paid
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Existing Ordinary Shares
of \u00a30.01 each immediately before subdivision
-
-
-
83,032,972
1,103,457
After subdivision*:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
New Ordinary shares of \u00a30.0001 each
83,032,972
-
11,035
-
-
Deferred Shares of \u00a30.0099 each
-
83,032,971
1,092,422
-
-
Post reorganization issue of shares
16,606,593
-
2,090
-
-
Total Share Capital
\u00a0
99,639,565
\u00a0
83,032,971
1,105,547
\u00a0
\u00a0
\u00a0
*On 6 May 2020, the Company\u2019s shareholders approved the subdivision and re-designation of the 83,032,971 Existing Ordinary Shares (\"Existing Ordinary Shares\") of \u00a30.01 each in the capital of the Company into (i) 83,032,971 New Ordinary Shares (\"New Ordinary Shares\") of \u00a30.0001 each and (ii) 83,032,971 Deferred Shares (\"Deferred Shares\") of \u00a30.0099 each in the capital of the Company, and to amend the Company's Articles of Association accordingly.
\u00a0
Each New Ordinary Share carries the same rights in all respects under the amended Articles of Association as each Existing Ordinary Share did under the existing Articles of Association, including the rights in respect of voting and the entitlement to receive dividends. Each Deferred Share carries no rights and is deemed effectively valueless.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory_E124_CY": { "value": "
18.
Share Based Payments
\u00a0
Employee Share Options
At 31 December 2023, the Company had no outstanding options to subscribe for ordinary shares.
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
Number of
options
Weighted
average
exercise
price
\u00a3
Number of
options
Weighted
average
exercise
price
\u00a3
Outstanding at the beginning of the period
-
-
280,854
0.10
Expired in the period
-
-
(280,854)
0.10
Outstanding at the end of the period
-
-
-
-
Vested and exercisable at the end of the period
-
-
-
-
\u00a0
\u00a0
During the financial year, no options (2022: none) were granted. The weighted average fair value of each option granted during the year was \u00a3nil (2022: nil).
\u00a0
The exercise price of options outstanding on 31 December 2023 was \u00a3nil (31 December 2022: \u00a3nil). Their weighted average remaining contractual life was nil years (2022: nil years).
\u00a0
No options were exercised during the reporting year (2022: nil).
Warrants
On 31 December 2023, there were no warrants in issue.
\u00a0
\u00a0
2023
Number of
warrants
2022
Number of
warrants
Outstanding at the beginning of the period
-
18,606,594
Granted during the period
-
-
Lapsed during the period
-
(18,606,594)
Exercised during the period
-
-
Outstanding at the end of the period
-
-
Vested and exercisable at the end of the period
-
-
\u00a0
The exercise price of warrants, outstanding on 31 December 2023 was \u00a3nil (2021: \u00a3nil) Their weighted average remaining contractual life was nil years (2022: nil years).
\u00a0
The weighted average share price (at the date of exercise) of warrants exercised during the year was nil (2022: nil) as no warrants were exercised.
\u00a0
Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant. Volatility number above was estimated based on the range of 5-year month end volatilities of 10 similar sized listed companies operating in the Oil and Gas sector.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfReservesAndOtherEquityInterestExplanatory_E117_CY": { "value": "
19.
Reserves
\u00a0
Share Premium
The share premium account represents the excess of consideration received for shares issued above their nominal value net of transaction costs.
\u00a0
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have arisen from the retranslation of operations with a functional currency, which differs to the presentation currency.
\u00a0
Retained Earnings
Retained earnings represent the cumulative profit and loss net of distributions to owners.
\u00a0
Warrants Reserve
The warrants reserve represents the cumulative fair value of the warrants, granted to the investors together with placement shares.
\u00a0
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options granted.
\u00a0
Merger Reserve
The merger reserve represents the cumulative share capital and membership capital contributions of all the companies included into the legal acquire sub-group less cost of investments into these legal acquirees.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": { "value": "
\n
\u00a0
20.
Financial Instruments \u2013 Risk Management
\u00a0
General Objectives, Policies and Processes
The overall objective of the Directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Group\u2019s competitiveness and flexibility. Further details regarding these policies are set out below.
\u00a0
The Directors review the Group\u2019s monthly reports through which they assess the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.
\u00a0
Categories of Financial Assets and Liabilities
The Group\u2019s activities are exposed to a variety of market risk (including currency risk) and liquidity risk. The Group\u2019s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance.
\u00a0
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
\u00a0
\u25aa
other receivables;
\u00a0
\u00a0
\u00a0
\u25aa
cash and cash equivalents;
\u00a0
\u00a0
\u00a0
\u25aa
trade and other payables; and
\u00a0
\u00a0
\u00a0
\u25aa
borrowings.
\u00a0
The carrying value of financial assets and financial liabilities, maturing within the next 12 months, approximates their fair value due to the relatively short-term maturity of the financial instruments.
\u00a0
The Group had no financial assets or liabilities carried at fair values at the end of each reporting date.
\u00a0
A summary of the financial instruments held by category is provided below:
\u00a0
\u00a0
\u00a0
2023
2022
\u00a0
\u00a0
US$
US$
Financial assets
\u00a0
\u00a0
\u00a0
Cash and cash equivalents
\u00a0
738
20,421
Other receivables
\u00a0
-
-
Restricted cash*
\u00a0
125,000
125,000
\u00a0
\u00a0
\u00a0
\u00a0
Financial liabilities
\u00a0
\u00a0
\u00a0
Trade payables
\u00a0
389,297
283,587
Accruals
\u00a0
1,030,197
628,934
Short-term borrowings
\u00a0
2,522,708
2,133,832
\u00a0
\u00a0
*Note that the restricted cash balance was impaired to nil in the prior year, see note 12 for further details.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\u00a0
Credit Risk
\u00a0
The Group\u2019s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from notes and other receivables. The Directors manage the Group\u2019s exposure to credit risk by the application of monitoring procedures on an ongoing basis. For other financial assets (including cash and bank balances), the Directors minimise credit risk by dealing exclusively with high credit rating counterparties.
\u00a0
Credit Risk Concentration Profile
The Group\u2019s receivables do not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Directors define major credit risk as exposure to a concentration exceeding 10% of a total class of such asset.
\u00a0
The Company maintains its cash reserves in Barclays Bank UK PLC, which maintains the following credit ratings:
\u00a0
\u00a0
Credit Agency
Standard and Poor\u2019s
Moody\u2019s
Fitch
R&I
Long Term
A/Positive
A1/Negative
A+/Stable
A+/Stable
Short Term
A-1
P-1
F1
N/A
Unsupported Group Credit /Baseline Credit Assessment/Viability Rating
bbb+
baa3
a
N/A
\u00a0
Market Risk - Interest Rate Risk
Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Directors\u2019 policy is to maintain a majority of the Group\u2019s borrowings in fixed rate instruments. The Directors have analysed the Group\u2019s interest rate exposure on a dynamic basis. This takes into consideration refinancing, renewal of existing positions and alternative financing. Based on these considerations, the Directors believe the Group\u2019s exposure to cash flow and fair value interest rate risk is not significant.
\u00a0
Market Risk - Currency Risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company\u2019s (Pound Sterling, \u00a3) or its subsidiaries\u2019 functional currency (US$). The Group is exposed to foreign exchange risk, arising from currency exposures primarily with respect to the UK Pound Sterling (\u00a3). The Directors monitor the exchange rate fluctuations on a continuous basis and act accordingly. The following sensitivity analysis shows the effects on loss before tax of 10% increase/decrease in the exchange rates of the US$ versus closing exchange rates of UK Pound Sterling as at 31 December 2023:
\u00a0
\u00a0
+10%
-10%
\u00a0
US$
US$
Loss before tax
Increase in loss by US$62,648
Decrease in loss by US$62,648
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\n
\u00a0
\u00a0
2023
2023
2023
2022
2022
2022
Assets and liabilities by currency of
denomination, all numbers are
presented in US$
US$
\u00a0
\u00a3
In US$
Total
US$
US$
\u00a0
\u00a3
In US$
Total
US$
Financial assets
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Cash and cash equivalents
(4,535)
5,273
738
53
20,368
20,421
Other receivables
-
-
-
-
-
-
Restricted cash*
-
-
-
-
-
-
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Financial liabilities
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Trade payables
75,508
313,789
389,297
73,917
209,671
283,587
Accruals
-
1,030,197
1,030,197
-
628,934
628,934
Short-term borrowings
544,727
1,977,981
2,522,708
499,727
1,634,105
2,133,832
\u00a0
*Note that the restricted cash balance has been impaired to nil in the prior year, see note 12 for further details.
\u00a0
Liquidity Risk
The Group currently holds cash balances to provide funding for normal trading activity. Trade and other payables and short-term borrowings are monitored as part of normal management routine and all amounts outstanding fall due in one year or less. Borrowings are conducted in both US$ and UK Pound Sterling and as such the Company monitors fluctuations that may impact both present and future liquidity levels.
\u00a0
Capital Management
The Group defines capital as the total equity of the Group. The Directors\u2019 objectives, when managing capital, are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
\u00a0
To meet these objectives, the Directors review the budgets and projections on a regular basis to ensure there is sufficient capital to meet the needs of the Group through to profitability and positive cash flow.
\u00a0
The capital structure of the Group consists of shareholders\u2019 equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources and borrowings.
\u00a0
Whilst the Group does not currently have distributable profits, it is part of the capital strategy to provide returns for shareholders and benefits for members in the future.
\u00a0
Capital for further development of the Group\u2019s activities will, where possible, be achieved by share issues or other finance as appropriate.
\u00a0
In order to maintain or adjust the capital structure, the Directors may return capital to shareholders, issue new shares or sell assets to reduce debt. It also ensures that distributions to shareholders do not exceed working capital requirements.
\u00a0
Fair Value Hierarchy
All the financial assets and financial liabilities, recognised in the Group Financial Statements, are shown at the carrying value, which also approximates the fair values of those financial instruments. Therefore, no separate disclosure for fair value hierarchy is required.
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E114_CY": { "value": "
21.
Related Party Transactions
\u00a0
Balances and transactions between the Company and its subsidiaries, Coos Bay Energy LLC, Westport Energy Acquisition Inc. and Westport Energy LLC are eliminated on consolidation and are not disclosed in this note. Balances and transactions between the Group and other related parties are disclosed below.
\u00a0
Remuneration of Directors
The remuneration of the senior Executive Management Committee members, who are the key management personnel of the Group, is set out in aggregate for each of the categories specified in IAS 24 \u201cRelated Party Disclosures\u201d in note 5.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_E42_CY": { "value": "
22.
Events After the Reporting Period
\u00a0
o
On 5 September 2024 the Company completed a Company Voluntary Arrangement (CVA) following passage of the proposal by a vote of the Company creditors and shareholders. Following passage of the CVA, the Company intends to complete a capital raise of \u00a3340,000, the appointment of two new directors and the resumption of trading on the London stock exchange ahead of securing a suitable project for acquisition.
\u00a0
The passage of the above will result in the allotment of 1,133,333,900 new ordinary shares at a price of \u00a30.0003 under the placing, and in respect of full and final settlement of creditors totaling \u00a33.3m:
\u00a0
\u25cf
payment of \u00a3100,266 in cash and;
\u25cf
180,490,669 convertible loan notes, each convertible into one ordinary share at \u00a30.0003, to be converted automatically on the publication of the next prospectus, in full and final settlement of creditors and borrowings.
\u00a0
The financial impact of the above process is:
\u25cf
A reduction in trade and other payables of \u00a31,230,000;
\u25cf
A reduction in borrowings payable of \u00a32,062,000;
\u25cf
An increase in convertible loan notes payable of \u00a358,000 effective value (number of notes times conversion price);
\u25cf
An increase in cash and cash equivalents of \u00a3114,001 following cash settlement of creditors;
\u25cf
An increase in share capital and share premium of \u00a3113,333 and \u00a3226,667 respectively in respect of the placing;
\u25cf
An increase in share capital and share premium of \u00a318,049 and \u00a336,098 respectively in respect of the conversion of the issued CLN\u2019s to creditors, should such conversion take place in the future.
\u00a0
o
On 5 September 2024 at a meeting of shareholders, the Company passed an ordinary resolution to change its name to Corpus Resources PLC.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800NFARY38KGRAH47", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } } } }