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REG - Borders & Southern - Final Results

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RNS Number : 5490Q  Borders & Southern Petroleum plc  31 May 2024

31 May 2024

 

Borders & Southern Petroleum plc

("Borders & Southern" or "the Company")

 

Audited Results for the 12 month period ended 31 December 2023

 

Borders & Southern (AIM: BOR), the London based independent oil and gas
exploration company with assets offshore the Falkland Islands, announces its
audited results for the year ended 31 December 2023. Full copies of the
Company's Annual Report and Accounts, including the Company Overview,
Chairman's Statement, Remuneration Committee Report, Directors' Report,
Auditor's Report and full Financial Statements, will be available on the
Company's website and posted to Shareholders along with the notice of the AGM
shortly.

 

Summary

 

·      Raised a total of a further $0.783 million (£0.65 million)
before expenses through a capital raise as part of the 2022 capital raise

·      Cash balance on 31 December 2023: $1.9 million (2022: $2.7
million)

·      Administrative expense for the year: $1.1 million (2022: $1.2
million)

·      Operating loss of $1.0 million (2022: $1.3 million)

·      Post balance date, Harry Baker appointed CEO to replace Howard
Obee

 

For further information please visit www.bordersandsouthern.com
(http://www.bordersandsouthern.com/) or contact:

 

 Borders & Southern Petroleum plc

 Harry Baker, Chief Executive

 Tel: 020 7661 9348

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)

 Richard Hail / Adam Cowl

 Tel: 020 3470 0470

 Tavistock (Financial PR)

 Simon Hudson / Nick Elwes

 Tel: 020 7920 3150

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 (as amended) as it forms part of the domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this announcement, this inside information is now
considered to be in the public domain.

 

Notes to Editors:

Borders & Southern Petroleum plc is an oil & gas exploration company
listed on the London Stock Exchange AIM (BOR). The Company operates and has a
100% interest in three Production Licences in the South Falkland Basin
covering an area of nearly 10,000 square kilometres. The Company has acquired
2,517 square kilometres of 3D seismic and drilled two exploration wells,
making a significant gas condensate discovery with its first well.

 

 

Chairman's and CEO's review

 

During the reporting period, the Company successfully completed the 2022
capital raise which was approved by shareholders at a General Meeting in
January 2023. The total number of Ordinary shares now in issue is now
730,814,456.

 

The Company finished the year with a cash balance of $1.9 million (31 December
2022: $2.7 million) and continues to be debt-free. The Company reports an
operating loss for 2023 of $1.0  million (2022: $1.35 million).
Administrative expense for the year was $1.1 million (2022: $1.1 million). The
company continues to have a low cost base and notwithstanding wider
inflationary pressures has managed to keep these costs at similar level to
previous years.

 

The company continues to focus on moving the Darwin discovery forward.
Independent engineering studies have confirmed the financial robustness of our
project and as we have all heard and read about, there is a growing
realization that industrial change cannot keep pace with social change and as
a result the world will be reliant on hydrocarbons for longer than previously
thought. As a consequence, the global oil and gas industry is evolving with
many companies rebalancing their capital expenditures towards increased
upstream as they believe that demand for oil and gas will be higher over the
next two decades than previously envisaged. As a result, in order to replace
production, capital expenditures will need to increase across the industry.
Darwin is an attractive investment as it could be brought into production
relatively quickly and the condensate is very marketable globally, selling at
or close to Brent. Few upstream oil and gas projects are like Darwin and have
a 1-2 year payback at current oil prices.

 

In addition to a conventional farm-out the Company is looking at alternative
ways to finance the appraisal program and in the event these progress we will
update investors.

 

Once Darwin is in production, there are many options for the cashflow
including returning it to shareholders, reinvesting in building production or
a combination of both. In addition to increasing Darwin's production by
drilling further wells, there are multiple prospects to grow production in the
licence areas around Darwin.

 

As we have previously reported, Howard Obee announced in early 2024 his
intention to step down as CEO and board member at the end of February. We were
very pleased to have appointed Harry Baker as CEO and board member effective 1
March 2024. Harry brings significant capital markets experience and industry
connections to the Company which will be invaluable in the foreseeable future.

 

We would like to again pay tribute to the significant contribution Howard made
to the Company's development over the last nearly twenty years and wish him
well in the future.

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2023

 

 

 Continuing Operations                                                        2023          2022
                                                                              $'000         $'000
 Administrative expenses                                                      (1,141)       (1,129)
 Loss from operations                                                         (1,141)       (1,229)
 Finance income                                                               81            -
 Finance expense                                                              -             (172)
 Other income                                                                 -             42
 Loss before tax                                                              (1,060)       (1,359)
 Tax expense                                                                  -             -
 Loss for the year and total comprehensive loss for the year attributable to  (1,060)       (1,359)
 equity owners of the parent
 Basic and diluted loss per share (see note 4)                                (0.14) cents  (0.26) cents

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2023

 

 

                                                                 2023             2022
                                                                 $'000  $'000     $'000  $'000
 Assets
 Non-current assets
 Property, plant and equipment                                          8                -
 Intangible assets                                                      293,741          293,244
 Total non-current assets                                               293,749          293,244
 Current assets
 Other receivables                                               164              576
 Cash and cash equivalents                                       1,928            2,707
 Total current assets                                                   2,092            3,283
 Total assets                                                           295,841          296,527
 Liabilities
 Current liabilities
 Trade and other payables                                               (156)            (565)
 Total net assets                                                       295,685          295,962
 Equity attributable to the equity owners of the parent company
 Share capital                                                          11,155           10,718
 Share premium                                                          310,541          310,196
 Other reserves                                                         1,778            1,777
 Retained deficit                                                       (27,773)         (26,713)
 Foreign currency reserve                                               (16)             (16)
 Total equity                                                           295,685          295,962

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2023

 

 

                                                 Share capital  Share premium  Other reserves  Retained deficit  Foreign currency reserve  Total

                                                 $'000          $'000          $'000           $'000             $'000                     $'000
 Balance at 1 January 2022                       8,530          308,602        1,778           (25,354)          (16)                      293,540
 Loss and total comprehensive loss for the year  -              -              -               (1,359)           -                         (1,359)
 Shares issue                                    2,188          1,593          -                                                           3,782
 Balance at 31 December 2022                     10,718         310,195        1,778           (26,713)          (16)                      295,962
 Loss and total comprehensive loss for the year  -              -              -               (1,060)           -                         (1,060)
 Shares issue                                    437            346            -                                                           783
 Balance at 31 December 2023                     11,155         310,541        1,778           (27,773)          (16)                      295,685

 

The following describes the nature and purpose of each reserve within owners'
equity:

 

Reserve
Description and purpose

Share
capital
This represents the nominal value of shares issued.

Share
premium
Amount subscribed for share capital in excess of nominal value.

Other
reserves
Fair value of options issued less transfers to retained deficit on expiry.

Retained
deficit
Cumulative net gains and losses recognised in the Consolidated Statement of
Comprehensive Income.

Foreign currency
reserves                            Differences
arising on the translation of foreign operation to US dollars.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2023

 

                                                                                                    2023                                          2022
                                                                                $'000                   $'000                   $'000                 $'000
 Cash flow from operating activities
 Loss before tax                                                                                        (1,060)                                       (1,359)
 Adjustments for: Depreciation                                                                          -                                             22
 Share-based payment                                                                                    -                                             -
 Finance costs                                                                                          -                                             172
 Finance income                                                                                         (81)                                          -
 Cash flows used in operating activities before changes in working capital                              (1,141)                                       (1,165)
 (Decrease)/increase in other receivables                                                               412                                           (393)
 Increase/(decrease) in trade and other payables                                                        (408)                                         452
 Net cash outflow from operating activities                                                             (1,137)                                       (1,106)
 Cash flows used in investing activities
 Purchase of tangible assets                                                    (8)                                             -
 Purchase of intangible assets                                                  (497)                                                 (498)
 Net cash used in investing activities                                                                  (505)                                         (498)
 Cash flows used in financing activities
 Lease interest                                                                 -                                               -
 Lease payments                                                                 -                                               (13)
 Shares issue                                                                   783                                             3,781
 Net cash from (used in) financing activities                                                           783                                           3,768
 Net increase/(decrease) in cash and cash equivalents                                                   (859)                                         (2,164)
 Cash and cash equivalents at the beginning of the year                                                 2,707                                         714
 Exchange (loss)/gain on cash and cash equivalents                                                      81                                            (172)
 Cash and cash equivalents at the end of the year                                                       1,928                                         2,707

 

Notes

 

1. Accounting policies

 

Basis of preparation

 

The financial information for the year ended 31 December 2023 set out in this
announcement does not constitute the Company's statutory accounts. These
financial statements included in the announcement have been extracted from the
Group annual financial statements for the year ended 31 December 2023. The
financial statements have been prepared in accordance with the recognition and
measurement criteria of International Financial Reporting Standards adopted
for use in the European Union. However, this announcement does not itself
contain sufficient information to comply with IFRS.

 

The auditor has issued its opinion on the Group's financial statements for the
year ended 31 December 2023 which is unmodified and is available for
inspection at the Company's registered address and will be posted to the
Group's website.

 

2. Going concern

 

The 31 December 2023 annual report has been prepared based on the going
concern basis that contemplates the countinuity of normal business activities
and the realisation of assets and extinguishment of liabilities in the
ordinary course of business.

 

The Parent Company is a holding entity and as such their going concern is
dependent on the Group therefore the going concern assessment was performed as
part of the Group's assessment.

 

At 31 December 2023, the Group had a net cash position of $1.9m (31 December
2022: $2.7m). The Group does not have any external borrowings or debts. The
Group has a commitment to drill a well before the expiry of its production
licence on 31 December 2024. The Group plans to fund the well developments
through a farm-out or by raising additional capital if the farm-out is not
successful. If the Group does not successfully raise the capital needed or
identify a suitable farm-out partner, the Group will seek to gain an extension
to the licences and the associated commitment to drill the well. This is in
line with previous extensions and the Directors are confident that further
extensions will be granted. Historically, the Falkland's Government has
required the Group to show evidence of it's ability to pay the licence fees
before an extension which currently is not certain as further funding is
required.

 

In performing their assessment of the Group and Parent Company's ability to
continue as a going concern, the Directors have prepared a cashflow forecast
for the period ending 30 May 2025, which indicates that in current conditions,
the Group and Parent Company will become cash negative in December 2024. At
present the cost base of the business principally consists of administrative
costs, listing costs and costs to maintain the licences in good-standing.
Therefore, in the absence of a farm-out agreement or other funding arrangement
contributing further working capital to the Group or Parent Company,
additional funding will be required, before December 2024, to meet the day to
day operational cashflow requirements, noted above, of the Group and Parent
Company.

 

As the Group and Parent Company are reliant on further funding being secured,
which is not guaranted, this indicates the existence of a material
uncertaintly which may cast significant doubt on the Group and Parent
Company's ability to continue as a going concern and therefore they may be
unable to realise their assets and discharge their liabilities in the normal
course of the business.

 

The Directors consider that the funding will be forthcoming and therefore the
going concern basis of preparation is deemed appropriate.

 

3. Basic and dilutive loss per share

 

The calculation of the basic and dilutive loss per share is based on the loss
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year. The loss for the financial year for the
Group was $1,060,000 (2022 - loss $1,359,000) and the weighted average number
of shares in issue for the year was 730,8144,456 (2022 - 530,203,093). During
the year the potential ordinary shares are anti-dilutive and therefore diluted
loss per share has not been calculated. At the Statement of Financial Position
date, there were 2,700,000 (2022: 3,300,000) potentially dilutive ordinary
shares being the share options (see note 8 for further details).

 

 

-ends-

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