REG - Clontarf Energy PLC - Preliminary Results
10/06/2024 07:00
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RNS Number : 7038R Clontarf Energy PLC 10 June 2024
10(th) June 2024
Clontarf Energy plc
("Clontarf" or "the Company")
Preliminary Results for the Year Ended 31 December 2023
Clontarf Energy, the oil and gas exploration company focused on Ghana and
Bolivia today announces its preliminary results for the year ending 31
December 2023.
The Company expects to shortly publish its 2023 Annual Report & Accounts
and a further update will be made in this regard as and when appropriate.
This announcement contains inside information for the purposes of Article 7 of
Regulation 596/2014.
For further information please visit http://clontarfenergy.com
(http://clontarfenergy.com) or contact:
Clontarf Energy +353 (0) 1 833 2833
David Horgan, Chairman
Jim Finn, Director
Nominated & Financial Adviser +44 (0) 20 7409 3494
Strand Hanson Limited
Rory Murphy
Ritchie Balmer
Broker +44 (0) 207 399 9400
Novum Securities Limited
Colin Rowbury
Public Relations +44 (0) 207 138 3206
BlytheRay
Megan Ray
Teneo +353 (0) 1 661 4055
Luke Hogg
Alan Tyrrell
Fia Long
Alan Reynolds
Chairman's Statement
Our principal activities during this period were driving ahead Clontarf's
lithium business in South America, by participating in the 2024 Bolivian
convocatoria, and helping develop the EU's Critical Resource Initiative,
especially by identifying key offtakers and financing sources.
• Laboratory testing of samples provided by YLB (the Bolivian State
Lithium Company), and previous sampling campaigns, are encouraging.
• The initial NEXT-ChemX pilot plant is under construction at a trusted
partner's industrial site in India.
• The next stage is to submit all details requested by the Bolivian
authorities, under a new "stream 3" of the expanded 2024/25 convocatoria.
Because of the high level of interest, and logistics' challenges, the
authorities have adjusted dates and details for sampling, site visits,
financial criteria, and detailed negotiations. This has inevitably sown
confusion among shareholders and the wider market, so Clontarf has sought to
promptly and frequently update the market as the process evolves. Despite
the unavoidable confusion due to evolving policy and community engagement,
Clontarf believes that our planned schedule is again on track as explained
below:
The authorities have re-focused on the maturity of the technology offered,
especially whether a hybrid plant is already being commissioned or built - as
well as financial criteria. This makes sense, since a proven Direct Lithium
Extraction (DLE) technology can be funded by offtakers, who are keen to secure
supplies of battery-grade Lithium. Effectively, this now means that all 21
companies that were qualified for Phase 3 of the convocatoria now progress to
Phase 4, albeit in 4 different streams.
Throughout this process, the EU Commission has shown vision and leadership in
bringing together "Team Europe", while facilitating infrastructural investment
for Bolivia to join the ranks of Lithium exporters. The EU dialogue with
Bolivian authorities has helped to streamline and improve
selection criteria. We are optimistic that the EU's "Global Gateway"
development initiative, perhaps treating Bolivian Lithium as a Beta project,
may de-risk qualifying projects and finance infrastructural investment, which
typically constitutes two-thirds of capex of new projects in virgin locations.
Following official clarification, Clontarf now joins 5 other companies in
stream 3 of Phase 4, including Russian State-backed groups, as well as
Argentine, South Korean, and Bolivian companies.
The 7 companies in stream 4, are generally still at the laboratory stage of
DLE development.
In stream 1 are 3 Chinese companies and an Italian entity, with State-backing
or strong balance sheets.
The 4 companies in stream 2 include French, Chilean, South Korean, and
Australian companies with plant operating experience.
We therefore anticipate early negotiation for the collection of bulk samples,
to be followed by site-visits to pilot-plants, as originally planned.
Industry background
Some shareholders who have contacted us have been distracted by the reported
wild swings - first up, then down - in the supposed 'spot prices' for Lithium
salts during 2023. Please note that high-purity Lithium salts are more a
specialty chemical than a fungible commodity. Lithium is not like gold or
crude oil. There is no meaningful 'spot price', since realised prices differ
by application, buyer, purity, types of impurity and volume. In that sense
it is like natural flake graphite, where the achieved price in high-value,
typically low-volume applications is a multiple of small flake or amorphous
graphite used in standard refractories, pencils, etc. Almost all (circa 98%)
of high-purity Lithium salts are sold via long-term contracts. That is why
the average import price of Lithium into Japan, for example, was so much
higher than the reported market price.
Similarly, media reports of applications like BEVs (Battery Electrical
Vehicles) either displacing conventional ICE (Internal Combustion Engine) cars
- or alternatively being deserted by motorists - are misleading: all market
penetration follows the 'S-curve' (or f/1-f) pattern: first come the 'early
adopters' willing to take risks and maybe pay a premium for new technology.
Many of these also had an ICE in the garage, so had fewer concerns about range
anxiety on occasional long trips.
As EVs go mainstream, salesmen must convince less ideological, and typically
less wealthy middle-class consumers. Finally, there will be hold-out purists
like Classic car owners or 'petrol-heads' who will be harder to convert. The
expected changes in penetration rates were exacerbated by arbitrary official
policies, such as unsustainable subsidies and in some markets other incentives
like free parking, free tolls, lower car tax, etc. As EVs penetrate,
pressure increases to recover forgone income, leading to reduced subsidies.
Protectionism restricts the penetration of the most competitive Chinese cars,
which is why VW's Chinese sales soared 91% in 2023, while its European sales
slowed. Accordingly, we never expected new ICE sales to end by 2035 or 2040.
During 2023, 80% of Lithium demand was in EVs. Now it is about 75%, but the
overall market grew by circa 30% in 2023 to 925k tonnes of Lithium Carbonate
equivalent (LCE). The fastest growth is in high-value new applications, with
standard computers, smart phones and battery storage gaining share.
We do not see such growth rates often in this industry. There is much more
uncertainty over future supply than likely demand. Almost every new
hard-rock Lithium project faces opposition, and delays. The best grade and
minerology deposits have been prioritised, meaning that developers must now
make secondary deposits work.
We offer a clean solution:
Simultaneously, more consumers and regulators worry about the dirty mining and
processing of hard rock. By contrast, South American brines are much cleaner
and easier to process, since much of the hard work has been done by Mother
Nature. Hence the increased interest in South American brines, of which the
biggest and best, largely unexplored resources are in Bolivia.
Clontarf's lithium strategy is therefore to play a vigorous part in
strengthening critical raw material value chains between the EU and Latin
America:
Rising geopolitical tensions are both a threat to the collective West and an
opportunity for Clontarf: Past failure of Chinese and Russian players to
deliver opens the door to European organisations but these must deliver
without delay.
Bolivia is open to offtake arrangements and preferential access, under
applicable laws, in return for EU soft infrastructural loans and financing of
green-field projects.
Bolivian funding can be facilitated through "Team Europe" combining local
operating skills with off-takers and financiers.
But progress will be expedited with overt EU cover to de-risk investments.
EU diplomacy is the catalyst that can overcome past market failures.
Given market product diversity, offtake agreements should ideally be
negotiated with end-users, but EU support will be conditional on an
appropriate percentage offtake, which the operator or EU can allocate and
trade, as appropriate. Industrial minerals tend to be sold on long-term
contracts, with pricing varying with quality and volumes, as well as
application. The EU's priority is offtake, rather than exact commercial
terms, which are best left to YLB and offtakers to agree based on their
specific requirements.
As part of the EU Commission's "Team Europe" approach, Clontarf Energy, and
its technical JV partner NEXT-ChemX, have agreed in principle to cooperate
with a leading group active in this sector - whose credibility and record in
Critical Resource Minerals may help conclude offtake arrangements and
financing for production plants. This may, in turn, help negotiate
development contracts under the current or future Bolivian convocatorias.
While initially focused on Bolivia, this cooperation may extend to other
projects in the South American 'Lithium triangle' or elsewhere. Futher
updates will be made when appropriate.
Reducing Bolivian financing costs:
Bolivia is not for beginners. Like many mineral-rich countries, including
the DRC and even Argentina, it is more challenging to finance than say
Australia: i.e. early-stage projects may not yet satisfy normal banking
requirements of 'the 4 Cs'; collateral (because of the Bolivian Constitution
and Lithium Law, and the legal system), cash-flow (because sales will be made
by YLB, under law), capacity to repay (because of majority YLB ownership and
therefore control), and character (because ultimately decisions will be made
by politicians, rather than professional managers or functionaries. Some of
these challenges were apparent, as the ground rules evolved during 2024.
Clontarf's 34 years' experience is that it is better to anticipate and avoid
issues in South America, rather than resolve them later. But this is not
always possible in a dynamic situation, so we must remain flexible.
Apart from raw materials investment cycles, there have historically been
political cycles: sometimes more free trade oriented, at other times inclined
to tax more.
Infrastructural support:
'Green-field' exploration and development varies from 'brown-field' projects
in developed economies (like Europe or much of North America) in that solid
infrastructure (access roads, mains electricity, fresh water, natural gas,
repair and maintenance services, education and catering) is usually in place
or available cheaply and quickly. This is true only partly, and only for the
south-western portion of Uyuni in Bolivia. There is little infrastructure
available elsewhere. Typically, such infrastructural investment is about
two-thirds of total capex for new operations in new regions. This explains
why historically only high-grade deposits justified new developments, after
which more marginal nearby developments became economic.
Oil & gas exploration
It has been harder to get investors excited about oil & gas exploration.
For juniors to boom we really need a positive stockmarket, and ideally a
strong farm-out market.
Over recent months we continued to work up additional plays on our Australian
10% Working Interest, on which the partners drilled the Sasanof-1 well in
May/June 2022. The continuing development of nearby infrastructure, together
with rising Asian gas demand, may enhance the economics of these plays.
The Sasanof-1 well did not discover hydrocarbons, but showed that high risk
1,000 metre offshore wells can be funded. Clontarf's liquidity and
international contacts helped attract funding above the share price. That
investoroptimism was hit with the dry well and moderating of Asian LNG prices.
But the steady recovery in Asian gas demand, as China emerged from lock-downs
and cyclical corrections, and the desire to displace coal, promises future
demand growth. Earlier concerns about the Australian Federal Government policy
review on fossil fuel exports (which might have imported Environmental
Protection Agency approvals for new projects) dissipated as an issue - while
the Western Australian State authorities remain supportive.
Clontarf continues to monitor Ghanaian developments to update the acreage to
be explored and resuscitate the ratification of its signed Petroleum Agreement
on Tano 2A Block. Slowness in ratification of signed contracts had constrained
the development of Ghana's oil and gas industry. The Ghanaian government has
declared its determination to recover momentum, and will be helped by recovery
in the farm-in market as the global supply/demand balance tightens. Ghanaian
fiscal terms remain competitive, while West African infrastructure steadily
improves.
We remain in contact on other prospective African countries. So far, the main
hurdle has been the requested fiscal terms - which reflect the hot market of
2003 through 2014, rather than current investor hostility to petroleum and the
retrenchment of some western majors who would otherwise be our go-to partners
for such frontier exploration.
The petroleum industry is cyclical, and the extreme under-investment in the
sector since 2010 is now creating shortages as demand recovers, especially in
Asia. Demand for oil, gas and even coal are now at or near historic records,
while investment is mostly limited to developments of existing Blocks in
mature basins. That will change.
Financial markets and farm-out interest in petroleum had been depressed since
the oil price war starting in 2014 and continuing periodically until 2022.
This had constrained our options for early seismic or wells in Ghana and
elsewhere. But recent price volatility shows that major new investments are
required to service global demand. Clontarf plans to participate in the
anticipated coming upturn.
In oil and gas, the tightening hydrocarbons' supply-demand balance promises a
revival of exploration and the farm-out market.
But the immediate focus is on developing clean, high-purity Bolivian Lithium
salts, under law, in partnership with the Bolivian authorities and EU
partners.
Funding
Clontarf has successfully accessed the financial markets when necessary.
Subject to technical verification of its exploration projects, and permitting,
Clontarf is confident of adequate funding, whether in London or Australia, for
near to medium term ongoing activities. Our preference, where possible, is
to avoid dilution by relying on offtakers or EU institutions for necessary
infrastructural support.
David Horgan
Chairman
7 June 2024
CLONTARF ENERGY PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
2023 2022
£ £
Share of net profit of associates and joint ventures - -
Administrative expenses (696,452) (671,352)
Impairment of exploration and evaluation assets (173,609) (4,095,294)
Loss from operations (870,061) (4,766,646)
Loss before tax (870,061) (4,766,646)
Income tax - -
Total comprehensive income (870,061) (4,766,646)
Earnings per share attributable to the ordinary equity holders of the parent
2023 2022
Pence Pence
Loss per share - basic and diluted (0.02) (0.26)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023
2023 2022
£ £
Assets
Non-current assets
Intangible assets 694,434 868,043
Investment in Joint Venture 887,655 -
1,582,089 868,043
Current assets
Other receivables - -
Cash and cash equivalents 182,516 931,902
182,516 931,902
Total assets 1,764,605 1,799,945
Liabilities
Current liabilities
Trade and other liabilities (1,459,890) (3,026,514)
Total liabilities (1,459,890) (3,026,514)
Net assets/(liabilities) 304,715 (1,226,569)
Equity
Share capital 6,209,315 5,927,065
Share premium reserve 12,737,395 10,985,758
Share based payment reserve 615,296 247,838
Retained deficit (19,257,291) (18,387,230)
Total equity 304,715 (1,226,569)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share Share Share Retained Total Equity
Capital Premium Reserve Based Deficit £
£ £ Payment £
Reserve
£
At 1 January 2022 2,177,065 10,985,758 186,143 (13,620,584) (271,618)
Issue of share capital 3,750,000 - - - 3,750,000
Share based payment charge - - 61,695 - 61,695
Total comprehensive loss for the year - - - (4,766,646) (4,766,646)
At 31 December 2022 5,927,065 10,985,758 247,838 (18,387,230) (1,226,569)
Issue of share capital 282,250 1,849,000 - - 2,131,250
Share issue expenses - (97,363) - - (97,363)
Share based payment charge - - 367,458 - 367,458
Total comprehensive loss for the year - - - (870,061) (870,061)
At 31 December 2023 6,209,315 12,737,395 615,296 (19,257,291) 304,715
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
2023 2022
£ £
Cash flows from operating activities
Loss for the year (870,061) (4,766,646)
Adjustments for
Share based payment charge 367,458 61,695
Foreign exchange (profit)/loss (8,081) 3,442
Impairment of exploration and evaluation assets 173,609 4,095,294
(337,075) (606,215)
Movements in working capital:
Decrease/(Increase) in other receivables - 1,934
(Decrease)/Increase in trade and other payables (1,566,624) 1,540,666
Net cash used in operating activities (1,903,699) 936,385
Cash flows from investing activities
Additions to investment in Joint Venture (406,405) -
Additions to exploration and evaluation assets - (4,095,294)
Net cash used in investing activities (406,405) (4,095,294)
Cash flows from financing activities
Issue of ordinary shares 1,650,000 3,750,000
Share issue expenses (97,363) -
Net cash generated from financing activities 1,552,637 3,750,000
Net cash (decrease)/increase in cash and cash equivalents (757,467) 591,091
Cash and cash equivalents at the beginning of year 931,902 344,253
Exchange loss on cash and cash equivalents 8,081 (3,442)
Cash and cash equivalents at the end of the year 182,516 931,902
Notes:
1. ACCOUNTING POLICIES
There were no changes in accounting policies from those used to prepare the
Group's Annual Report for financial year ended 31 December 2023. The financial
statements have been prepared in accordance with the Companies Act 2006.
2. LOSS PER SHARE
Basic loss per share is computed by dividing the loss after taxation for the
year attributable to ordinary shareholders by the weighted average number of
Ordinary Shares in issue and ranking for dividend during the year. Diluted
earnings per share is computed by dividing the profit or loss after taxation
for the year by the weighted average number of Ordinary Shares in issue,
adjusted for the effect of all dilutive potential Ordinary Shares that were
outstanding during the year.
Numerator 2023 2022
£ £
For basic and diluted EPS Loss after taxation (870,061) (4,766,646)
Denominator No. No.
For basic and diluted EPS 4,791,613,788 1,856,031,596
Basic EPS (0.02p) (0.26p)
Diluted EPS (0.02p) (0.26p)
The following potential ordinary shares are anti-dilutive and are therefore
excluded from the weighted average number of shares for the purposes of the
diluted earnings per share:
No. No.
Share options 500,500,000 40,500,000
3. GOING CONCERN
The Group incurred a loss for the year of £870,061 (2022: £4,766,646) and
had net current liabilities of £1,277,374 (2022: £2,094,612) at the balance
sheet date. These conditions, as well as those noted below, represent a
material uncertainty that may cast doubt on the Group's ability to continue as
a going concern.
Included in current liabilities is an amount of £988,926 (2022: £1,114,861)
owed to directors in respect of directors' remuneration due at the balance
sheet date. The directors have confirmed that they will not seek settlement of
these amounts in cash until after end of 2024.
The Group had a cash balance of £182,516 (2022: £931,902) at the balance
sheet date. The directors have prepared cashflow projections for a period of
at least 12 months from the date of approval of the financial statements which
indicate that the group may require additional finance to fund working capital
requirements and develop existing projects. As the Group is not revenue or
cash generating it relies on raising capital from the public market. On 18
March 2024 the Company raised £400,000 (before expenses) via a placing and a
further £300,000 (before expenses) on 23 May 2024.
As in previous years the Directors have given careful consideration to the
appropriateness of the going concern basis in the preparation of the financial
statements and believe the going concern basis is appropriate for these
financial statements. The financial statements do not include the adjustments
that would result if the Group and Company were unable to continue as a going
concern.
4. INTANGIBLE ASSETS
Exploration and evaluation assets:
Group Group
2023 2022
£ £
Cost
At 1 January 12,735,623 8,640,329
Additions - 4,095,294
At 31 December 12,735,623 12,735,623
Impairment
At 1 January 11,867,580 7,772,286
Impairment 173,609 4,095,294
At 31 December 12,041,189 11,867,580
Carrying Value:
At 1 January 868,043 868,043
At 31 December 694,434 868,043
Segmental analysis Group Group
2023 2022
£ £
Bolivia - -
Ghana 694,434 868,043
694,434 868,043
Exploration and evaluation assets relate to expenditure incurred in
prospecting and exploration for lithium, oil and gas in Bolivia and Ghana. The
directors are aware that by its nature there is an inherent uncertainty in
exploration and evaluation assets and therefore inherent uncertainty in
relation to the carrying value of capitalised exploration and evaluation
assets.
During 2018 the Group resolved the outstanding issues with the Ghana National
Petroleum Company (GNPC) regarding a contract for the development of the Tano
2A Block. The Group has signed a Petroleum Agreement in relation to the block
and this agreement awaits ratification by the Ghanian government.
As ratification has not yet been achieved in the current year the directors,
as a matter of prudence, opted to write down 20% of the carrying value of the
Tano 2A Block historic expenditure. Accordingly, an impairment charge of
£173,609 was recorded in the current year.
On 9 May 2022 the Company acquired a 10 per cent interest in the high-impact
multi-TCF (Trillion Cubic Feet) Sasanof exploration prospect (located mainly
within Exploration Permit WA-519-P) through the acquisition of a 10 per cent.
interest in Western Gas, which wholly owns the prospect.
On 6 June 2022 the Company announced that no commercial hydrocarbons were
intersected and the Sasanof-1 Well would be plugged and permanently abandoned.
De-mobilisation activities commenced. Accordingly, the total costs of
£4,095,294 incurred on the Sasanof-1 Well were written off in full in the
prior year.
The directors believe that there were no facts or circumstances indicating
that the carrying value of the remaining intangible assets may exceed their
recoverable amount and thus no impairment review was deemed necessary by the
directors. The realisation of these intangibles assets is dependent on the
successful discovery and development of economic deposit resources and the
ability of the Group to raise sufficient finance to develop the projects. It
is subject to a number of potential significant risks, as set out below:
· licence obligations;
· exchange rate risks;
· uncertainties over development and operational costs;
· political and legal risks, including arrangements with
governments for licences, profit sharing and taxation;
· foreign investment risks including increases in taxes,
royalties and renegotiation of contracts;
· title to assets;
· financial risk management;
· going concern; and
· ability to raise finance.
Included in the additions for the year are £Nil (2022: £Nil) of directors'
remuneration.
5. INVESTMENT IN JOINT VENTURE
Group Group
2023 2022
Cost £ £
At 1 January - -
Additions 887,655 -
At 31 December 887,655 -
Carrying Value:
At 1 January - -
At 31 December 887,655 -
On 15 February 2023 the Group announced a heads of agreement around the
potential formation of a 50:50 Joint Venture with US based, OTC Markets
traded, technology company, NEXT-ChemX Corporation ("NCX") covering testing,
marketing, and deploying of NCX's proprietary (patent pending) direct lithium
ion extraction ("DLE") technology in Bolivia. Formation of the JV was subject
to final due diligence and the parties entering into formal documentation.
The terms of the JV are:
§ A 50:50 joint venture company to be formed on completion of due
diligence covering the exclusive rights to the marketing, testing and
deployment of the NCX DLE technology in Bolivia.
§ Clontarf Energy plc to contribute $500,000 in cash towards the pilot
plant construction and testing as an exclusivity fee for the use of the NCX
technology.
§ NCX will then issue shares equal to $500,000 at its next financing
(CHMX:OTC) to Clontarf Energy plc.
§ Clontarf Energy plc will issue shares as follows to NCX:
i. 385 million new Ordinary Shares on proceeding with the Pilot Plant;
ii. 250 million new Ordinary Shares after successful pilot processing of
Bolivian brines through the NCX pilot plant; and
iii. 250 million new Ordinary Shares after entry into a construction and
processing contract between the JV and the Bolivian authorities on processing
of Bolivian brines utilising NCX processing technology.
On 5 May 2023 the Company announced that all conditions precedent had been
satisfied with respect to the JV with NCX coming into force. In this regard,
Clontarf paid NCX US$500,000 and issued 385 million new Ordinary Shares in the
capital of Clontarf of which half will be subject to a 12-month lock in
requirement.
As at 31 December 2023 no trading activity had commenced in the JV and as such
there are no results or expenses recorded.
6. TRADE AND OTHER PAYABLES
Group Group
2023 2022
£ £
Trade payables 35,261 56,575
Creditor - Western Gas - 553,133
Other accruals 25,000 16,500
Other payables 1,399,629 1,525,565
Cash received in advance for share placing - 870,022
Related parties - 4,719
1,459,890 3,026,514
It is the Company's normal practice to agree terms of transactions, including
payment terms, with suppliers and provided suppliers perform in accordance
with the agreed terms, payment is made accordingly. In the absence of agreed
terms it is the Company's policy that the majority of payments are made
between 30 to 40 days. The carrying amount of trade and other payables
approximates to their fair value.
Other payables include amounts due for directors' remuneration of £988,926
(2022: £1,114,861) accrued but not paid at year end.
7. SHARE CAPITAL
Deferred Shares - nominal value of 0.24p
Number Share Capital Share Premium
£ £
At 1 January 2023 2,370,826,117 5,689,982 -
Transfer from ordinary shares - - -
At 31 December 2023 2,370,826,117 5,689,982 -
Ordinary Shares - nominal value of 0.01p
Allotted, called-up and fully paid:
Number Share Capital Share Premium
£ £
At 1 January 2022 870,826,117 2,177,065 10,985,758
Issued during the year 1,500,000,000 3,750,000 -
Transfer to deferred shares - (5,689,982) -
At 31 December 2022 2,370,826,117 237,083 10,985,758
Issued during the year 2,822,500,000 282,250 1,849,000
Share issue expenses - - (97,363)
At 31 December 2023 5,193,326,117 519,333 12,737,395
Movements in issued share capital
On 16 January 2023 the Company raised £1,300,000 via a placing of
2,000,000,000 ordinary shares at a price of 0.065p per share. Proceeds raised
were used to provide additional working capital and fund development costs. In
connection with the Placing, 97,500,000 warrants over 97,500,000 Ordinary
Shares were issued to the brokers involved in the Placing. The warrants have a
term of one year, and an exercise price of 0.065p.
On 5 May 2023, as part of the Joint Venture with Next-ChemX the Company issued
385,000,000 consideration shares at a price of 0.125 per share to Next-ChemX.
Further details are outlined in Note 5.
On 1 June 2023 the Company raised £350,000 via a placing of 437,500,000
ordinary shares at a price of 0.80p per share. Proceeds raised were used to
provide additional working capital and fund development costs.
Share Options
A total of 500,500,000 share options were in issue at 31 December 2023 (2022:
40,500,000). These options are exercisable, at prices ranging between 0.10p
and 0.725p, up to seven years from the date of granting of the options unless
otherwise determined by the Board. Further information relating to Share
Options is outlined in Note 8.
8. SHARE BASED PAYMENTS
The Group issues equity-settled share-based payments to certain directors and
individuals who have performed services for the Group. Equity-settled
share-based payments are measured at fair value at the date of grant. Shares
granted to individuals and directors will vest immediately.
Fair value is measured by the use of a Black-Scholes model.
The Group plan provides for a grant price equal to the average quoted market
price of the ordinary shares on the date of grant.
Share Options
31 December 2023 31 December 2022
Options Weighted average exercise price in pence Options Weighted average exercise price in pence
Outstanding at beginning of year 40,500,000 0.7 40,500,000 0.7
Issued 460,000,000 0.08 - -
Expired - - - -
Outstanding at end of year 500,500,000 0.035 40,500,000 0.7
Exercisable at end of year 500,500,000 0.035 40,500,000 0.7
On 17 January 2023 a total of 160,000,000 options with an exercise price of
0.0725p were granted with a fair value of £106,632. On 1 August 2023 a total
of 300,000,000 options with an exercise price of 0.10p were granted with a
fair value of £260,826. These fair values were calculated using the
Black-Scholes valuation model. These options are valid for seven years and
vested immediately.
The inputs into the Black-Scholes valuation model were as follows:
Granted 17 January 2023
Weighted average share price at date of grant (in pence)
0.0725p
Weighted average exercise price (in pence)
0.070p
Expected
volatility
144.39%
Expected life
7 years
Risk free
rate
5%
Expected dividends
none
Granted 1 August 2023
Weighted average share price at date of grant (in pence)
0.10p
Weighted average exercise price (in pence)
0.09p
Expected
volatility
156.55%
Expected life
7 years
Risk free rate
5%
Expected dividends
none
Expected volatility was determined by management based on their cumulative
experience of the movement in share prices. The terms of the options granted
do not contain any market conditions within the meaning of IFRS 2
The Group capitalised expenses of £Nil (2022: £Nil) and expensed costs of
£367,458 (2022: £61,695) relating to equity-settled share-based payment
transactions during the year.
Warrants
31 December 2023 31 December 2022
Warrants Weighted average exercise price in pence Warrants Weighted average exercise price in pence
Outstanding at beginning of year 435,683,300 0.25 - -
Issued 97,500,000 0.065 435,683,300 0.25
Expired - - - -
Outstanding at end of year 533,183,300 0.22 435,683,300 0.25
In connection to the placing on 16 January 2023 the Company issued 97,500,000
warrants over 97,500,000 Ordinary Shares to the brokers involved in the
Placing. The warrants have a term of one year, and an exercise price of
0.065p.
9. OTHER RESERVES
Share Based Payment Reserve
£
Balance at 1 January 2022 186,143
Vested during the year 61,695
Balance at 31 December 2022 247,838
Issued during the year 367,458
Balance at 31 December 2023 615,296
Share Based Payment Reserve
The share based payment reserve arises on the grant of share options under the
share option plan as detailed in Note 8.
10. RETAINED DEFICIT
2023 2022
£ £
Opening Balance (18,387,230) (13,620,584)
Loss for the year (705,637) (4,776,646)
Closing Balance (19,092,867) (18,387,230)
Retained Deficit
Retained deficit comprises of losses incurred in the current and prior years.
11. POST BALANCE SHEET EVENTS
On 18 March 2024 the Company announced that it had raised £400,000 (before
expenses) via a placing of 1,142,857,143 new ordinary shares of 0.01p each in
the Company at a price of 0.035p per Placing Share.
On 23 May 2024 the Company announced that it had raised £300,000 (before
expenses) via a placing of 857,142,857 new ordinary shares of 0.01p each in
the Company at a price of 0.035p per Placing Share.
12. ANNUAL GENERAL MEETING
The Company's Annual General Meeting will be held on Tuesday 9 July 2024 at
12.00pm at Hilton London Paddington, 146 Praed Street, London, W2 1EE, United
Kingdom. Further information, including the Notice of Annual General Meeting,
will be provided shortly.
13. GENERAL INFORMATION
The financial information set out above does not constitute the Company's
audited financial statements for the year ended 31 December 2023 or the year
ended 31 December 2022. The financial information for 2022 is derived from the
financial statements for 2022 which have been delivered to Companies House.
The auditors had reported on the 2022 statements; their report was unqualified
and did not contain a statement under section 498(2) or 498(3) of the
Companies Act 2006. The financial statements for 2023 will be delivered to
Companies House.
A copy of the Company's Annual Report and Accounts for 2023 will be mailed
shortly only to those shareholders who have elected to receive it. Otherwise,
shareholders will be notified that the Annual Report will be available on the
website www.clontarfenergy.com (http://www.clontarfenergy.com) . Copies of
the Annual Report will also be available for collection from the Company's
registered office, 124 City Road, London EC1V 2NX.
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