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REG - EnergyPathways PLC - Interim Results

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RNS Number : 8982F  EnergyPathways PLC  27 September 2024

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 (MAR). Upon the publication of this announcement via
Regulatory Information Service (RIS), this inside information is now
considered to be in the public domain.

 

 

EnergyPathways plc

("EnergyPathways" or the "Company")

 

Results for the half year ended 30 June 2024

 

EnergyPathways (AIM: EPP), an integrated energy transition company, is pleased
to announce its unaudited results for the six months ended 30 June 2024.

 

Highlights:

·    Developing a fully-electrified subsea gas development concept to be
100% powered with renewable energy at the wholly-owned and operated Marram
field project in the UK Irish Sea ("Marram" or the "Marram Project") for a
best-in-class decarbonised development aligned to Government energy strategy

·    Material progress made on Front-End Engineering Design ("FEED")
workstreams including commencement of discussions with infrastructure hosts

·    Signed a Memorandum of Understanding with MCS Subsea Solutions
Limited and Mermaid Subsea Services (UK) Limited in relation to negotiating
the provision of subsea FEED engineering, project support, procurement and
offshore construction services for its

·    Cash at period end of £1,173,492 and a net loss of £550,159 for the
6 months to 30 June 2024

 

Post period-end:

·    Progressed a long-term growth energy storage strategy for the
development of the Marram Energy Storage Hub ("MESH" or "MESH Project"), a
clean energy hub to harness the large untapped gas resources, wind energy and
high-quality geo-storage reservoirs of the UK Irish Sea

·    Submitted a gas storage licence application to the North Sea
Transition Authority ("NSTA") for its planned MESH Project Requests for gas
storage licence applications have also been made for the Knox & Lowry
fields, Marram 'lookalikes' identified by EnergyPathways which are also
high-quality geo-storage reservoirs

·    Engaging with various tier-1 entities with a view to establishing a
consortium of energy-related companies to develop MESH, comprising one of the
world's largest developers of wind power, a 'Major' integrated oil and gas
company, a FTSE 250 leading global engineering consultancy and an
international market leader in industrial automation and industrial software

·    Assessed the potential for hydrogen production and storage as part of
the MESH project that would harness the excess offshore wind of the region
energy that is located close to the core MESH development and could be readily
integrated and potentially treble MESH's energy storage capacity

 

 

Ben Clube, EnergyPathways' CEO, commented:

 

"It has been a very eventful first six months for EnergyPathways. With
material changes to the regulatory and fiscal energy environment in the UK and
further changes being introduced under the new  government, EnergyPathways
has moved directly to our more ambitious and higher value MESH Project rather
than the phased approach that we had originally intended when we came to
market last year.  MESH is precisely the kind of project being sought under
the new administration, given its goals of both Energy Security and Net Zero,
and we are therefore confident of receiving the necessary regulatory support
as we continue to outline our vision to the NSTA.  We also believe that the
MESH Project is commercially attractive, given the strong cash flow and
attractive rate of return associated with an infrastructure project of this
type. This provides confidence that we will obtain the necessary financing to
turn this vision into a reality for the benefit of EnergyPathways'
shareholders and the UK as a whole.  We look forward to an eventful year
ahead as we progress the key workstreams to reach FID towards the end of
2025."

 

 

 

For further information on the Company please visit the Company's website:

https://energypathways.uk (https://energypathways.uk)

 

 

Contact:

 

 EnergyPathways                                        Tel: +44 (0)20 7466 5000, c/o Buchanan (Financial PR)

Ben Clube / Ben Hodges

                                                     Email : info@energypathways.uk

 Cairn Financial Advisers LLP (Nominated Adviser)      Tel: +44 (0)20 7213 0880
 Jo Turner / Louise O'Driscoll / Sandy Jamieson
 SP Angel Corporate Finance LLP (Joint Broker)         Tel: +44 (0)20 3470 0470
 Richard Hail / Adam Cowl
 Global Investment Strategy UK Limited (Joint Broker)  Tel: +44 (0)20 7048 9000
 Callum Hill / James Sheehan
 Buchanan (Financial PR)                               Tel: +44 (0)20 7466 5000
 Ben Romney / Barry Archer
Email: energy@buchanan.uk.com (mailto:energy@buchanan.uk.com)

 

About EnergyPathways

 

Energy Pathways is developing the Marram Energy Storage Hub, or MESH, in the
UK Irish Sea. MESH is designed to be a decarbonised, fully electrified storage
facility that can supply natural gas and green hydrogen to the UK market, at
scale. The Company is developing the MESH project so that it is wholly in line
with the UK government's energy policy and ambitions, to deliver both Energy
Security and Net Zero. EnergyPathways currently expects that Final Investment
Decision (FID) for the MESH project will be late 2025, with first energy
supply commencing in 2027.

 

Chairman's Statement

 

EnergyPathways was admitted to AIM and raised circa £2,000,000 (before costs)
on 23 December 2023, shortly before the end of the Company's financial year.
This therefore is the first Half-yearly Report for EnergyPathways as an AIM
quoted business.

 

As at 30 June 2024, the Company had a cash balance of £1,173,492.  As will
be evident from our highlighted bullet points, a great deal of desktop work
has been undertaken through the period to progress the MESH Project from
concept into reality.

 

To oversee EnergyPathways' team and ensure progress towards our near-term
objectives, in June CEO Ben Clube relocated to the UK from Australia since
which time the overall team's workstreams have intensified.  On 5 July 2024,
a new Labour Government was elected in the UK.  EnergyPathways has since
sought to position itself firmly in the Energy Transition & Infrastructure
space as we seek to deliver a project that aligns strongly with the new
government's energy policy and its ambitions to deliver Energy Security and
Net Zero.

 

We are aligned with the new government's energy policy and aim to meet its
expectations, targets and fiscal demands.  The Company's main focus is now to
move straight to development of the upscaled MESH Project rather than be
limited by the fast track standalone development of Marram.  This decision
was taken by the Board following an assessment of the challenges in obtaining
financial and regulatory support for a standalone gas development versus the
more ambitious and significantly higher value MESH Project.

 

Based on our dialogue with the government, the NSTA (the regulator) and
industry stakeholders with whom we are seeking to finalise a project
consortium, we are confident that in MESH, we are tabling a compelling concept
that will deliver not only broad environmental and social benefits to the UK
in the form of decarbonised energy solutions and power for up 2.2 million
homes in Britain, but also an economically attractive project that has the
potential to generate significant cash flows and high yield returns with
estimated rates of return of ~20+% over the project's 20+ year life.

 

As a result of the acceleration of the more ambitious MESH Project, FID is now
expected to occur in late 2025, with first energy supply in 2027. I must
emphasise that the MESH Project is not only higher value than the original
stand-alone gas development, but it is also eminently more deliverable from a
financing and approval perspective. Accordingly, we are presently engaged in
constructive discussions with the lending arm of a Major integrated oil and
gas company for project financing, with the vast majority of capex to be in
the form of debt, given the infrastructure-type annuity cash flows associated
with such a project.

 

 

 

 

As I write, I am still conscious, however, of the ongoing challenge arising
from the newly elected Labour government in navigating the energy industry
landscape that has also resulted in a backlog and higher level of scrutiny
regarding licence applications.  It should be understood though, that it was
always the ambition of the Company to be an Energy Transition and
Infrastructure company.  This is evident in our name - EnergyPathways - and
the change in narrative under the new government merely helps to emphasise our
positioning the Company to play a vital role in delivering a project aligned
with the future of the UK energy landscape.  We are also pleased to be able
to clearly differentiate ourselves and our investment proposition from
traditional UK-focused oil and gas development companies - and believe that
our strategy aligns strongly with the new government's energy policy and to
the current and future outlook for the UK's energy sector.

 

 

We finished the half year in a good financial position with a healthy balance
sheet, which has been preserved through our strong commitment to capital
discipline.  As our MESH Project workstreams accelerate, so too will our
spending, and we are presently reviewing all the financing options available
to us to ensure we are funded through to MESH FID in late 2025 and it is the
expectation of management that the majority of funding required will be
represented by debt finance.  While that important milestone has moved for
all the reasons already addressed in this statement, the next 12-18 months
promise to be an eventful and exciting period for EnergyPathways, with
numerous commercial, technical and financial catalysts that we believe will
enable us to build both shareholder and wider investor support.

 

 

Finally, I would like to pay testament to our great team led by CEO Ben
Clube.  When I first came into the Oil & Gas Industry in the early 1980s,
what struck me most was the 'can-do' mentality of the industry.  This same
can-do mindset is evident in the make up of the EnergyPathways executive team
and they have a tremendous energy and enthusiasm to deliver the Company's
vision. I believe that EnergyPathways can be a significant player
geographically in the East Irish Sea, and the North West of England and a
major player in an emerging industry sector: the Energy Transition &
Infrastructure business.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

 

                                                                  Unaudited                         Unaudited                         Audited
                                                                  6 Month Period Ended 30 June      6 Months Period Ended 30 June     12 Month Period Ended 31 December 2023

                                                                  2024                              2023
                                                            Note  £                                 £                                 £

 Administrative expenses                                          (508,421)                         (253,869)                         (596,376)
 Pre-acquisition license expenses                                 (40,530)                          (45,748)                          (35,048)

 Operating Loss                                                   (548,951)                         (299,617)                         (631,424)

 Net finance costs                                                (1,208)                           (5,499)                           (737)
 Listing costs                                                    -                                 -                                 (213,485)
 Reverse acquisition expense                                3     -                                 -                                 (1,015,270)

 Loss before tax                                                  (550,159)                         (305,116)                         (1,860,916)

 Taxation                                                         -                                 -                                 -

 Loss for the period                                              (550,159)                         (305,116)                         (1,860,916)

 Other comprehensive income:
 Items that will or may be reclassified to profit or loss:
 Other comprehensive income                                       -                                 -                                 -
 Total comprehensive loss                                         (550,159)                         (305,116)                         (1,860,916)

 Basic and Diluted Loss per share (pence)                   4     (0.35)                            (0.19)                            (2.55)

 

 

All operations are continuing.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

 

 

                                      Unaudited        Unaudited        Audited
                                      As at            As at            As at

                                      30 June          30 June          31 December

                                      2024             2023             2023
                                Note  £                £                £
 Non-current assets
 Property, plant and equipment        9,967            -                -
 Intangible assets              5     1,025,256        680,890          729,931
                                      1,035,223        680,890          729,931
 Current assets
 Trade and other receivables    6     84,995           47,708           1,829,279
 Cash and cash equivalents            1,173,492        92,275           494,658
                                      1,258,487        139,983          2,323,937
 Total assets                         2,293,710        820,873          3,053,868

 Current liabilities
 Trade and other payables       7     (794,289)        (1,006,562)      (1,187,788)
 Borrowings                     8     -                (204,910)        -
                                      (794,289)        (1,211,472)      (1,187,788)

 Total liabilities                    (794,289)        (1,211,472)      (1,187,788)

 Net assets / (liabilities)           1,499,421        (390,599)        1,866,080

 Equity
 Ordinary share capital         9     1,591,211        14,333           1,579,166
 Share premium                  9     4,481,407        1,092,667        4,451,952
 Performance share capital      9     -                1,510            -
 Share based payments reserve         318,000          63,200           176,000
 Retained earnings                    (4,891,197)      (1,562,309)      (4,341,038)

 Total equity                         1,499,421        (390,599)        1,866,080

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                                                                        Ordinary Share capital  Share premium  Performance shares  Share based payments reserve  Retained earnings  Total
                                                                  Note  £                       £              £                   £                             £                  £
 Balance as at 1 January 2023 (Audited)                                 14,333                  1,092,667      1,510               43,200                        (1,257,194)        (105,484)
 Loss for the period and total comprehensive income                     -                       -              -                   -                             (305,116)          (305,116)
 Issue of warrants                                                      -                       -              -                   20,000                        -                  20,000
 Balance as at 30 June 2023 (Unaudited)                                 14,333                  1,092,667      1,510               63,200                        (1,562,309)        (390,599)
 Loss for the period and total comprehensive income                     -                       -              -                   -                             (1,555,800)        (1,555,800)
 Transfer to retained earnings                                    3     (14,333)                (1,092,667)    (1,510)             -                             1,108,510          -
 Recognition of EnergyPathways plc equity at reverse acquisition  9     265,500                 628,281        -                   -                                                1,213,303

                                                                                                                                                                 319,522
 Issue of shares for acquisition of subsidiary                    9     680,139                 2,040,417      -                   -                             (2,734,160)        (13,604)
 Issue of shares for services                                     9     133,527                 400,580        -                   -                                                534,107
 Issue of shares - share subscription                             9     500,000                 1,500,000      -                   -                             -                  2,000,000
 Share issue costs                                                9     -                       (117,326)      -                   14,000                        -                  (103,326)
 Issue of warrants                                                      -                       -              -                   182,000                       -                  182,000
 Transfer between reserves                                                                                                         (83,200)                      83,200             -
 Balance as at 31 December 2023 (Audited)                               1,579,166               4,451,952      -                   176,000                       (4,341,038)        1,866,080
 Loss for the period and total comprehensive income                     -                       -              -                   -                             (550,159)          (550,159)
 Issue of shares for services                                     9     12,045                  29,455         -                   -                             -                  41,500
 Issue of options                                                       -                       -              -                   142,000                       -                  142,000
 Balance as at 30 June 2024 (Unaudited)                                 1,591,211               4,481,407      -                   318,000                       (4,891,197)        1,499,421

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

 

                                                             Unaudited              Unaudited              Audited
                                                             6 months to 30 June    6 months to 30 June    12 months to 31 December 2023

                                                             2024                   2023
                                                       Note  £                      £                      £
 Cash flows from operating activities
 Loss before tax for the year                                (550,159)              (305,116)              (1,860,916)
 Adjustments for:
 Depreciation                                                347                    -                      -
 Share based payments                                        142,000                20,000                 202,000
 Compensation settled in shares                              25,000                 -                      494,600
 Interest income                                             (17)                   -                      (72)
 Interest expense                                            1,225                  5,499                  809
 Reverse acquisition expense                                 -                      -                      1,015,270
                                                             (381,604)              (279,617)              (148,309)
 Changes in non-cash working capital accounts
 Decrease / (increase) in trade and other receivables  6     536,168                                       (424,964)

                                                                                    113,000
 (Decrease) / increase in trade and other payables     7     (411,238)              204,963                200,360
 Cash used in / (generated by) operating activities          (256,674)              38,346                 (372,913)
 Income taxes paid                                           -                      -                      -
 Net cash flows from operating activities                    (256,674)              38,346                 (372,913)

 Investing activities
 Purchases of exploration and evaluation assets        5     (261,086)              (216,543)              (284,643)
 Purchase of property, plant and equipment                   (10,313)               -                      -
 Acquisition of subsidiary                                   -                      -                      (13,605)
 Cash acquired on acquisition                          3     -                      -                      238,320
 Interest income                                             17                     -                      72
 Net cash used in investing activities                       (271,382)              (216,543)              (59,856)

 Financing activities
 Proceeds from issue of ordinary share capital         9     1,208,115(1)           -                      760,500
 Share issue costs                                     9     -                      -                      (103,325)
 Interest paid                                               (1,225)                (589)                  (809)
 Proceeds from loans and borrowings                    8     -                      200,000                200,000
 Net cash provided by financing activities                   1,206,890              199,411                856,366

 Net increase in cash and cash equivalents                   678,834                21,214                 423,597
 Cash and cash equivalents at beginning of period            494,658                71,061                 71,061
 Cash and cash equivalents and end of period                 1,173,492              92,275                 494,658

 

 

(1)Cash received from the issue of shares during the six months to 30 June
2024 of £1,208,115 was net share proceeds remitted from brokers in January
2024, pursuant to the share placement completed in December 2023.

 

During the period to 30 June 2024 the following significant non-cash
transactions were:

·    On 14 March 2024 the Company issued 625,000 ordinary shares at 4
pence each in full settlement of fees to a third-party advisor in lieu of
cash; and

·    On 15 April 2024 the Company issued 579,486 ordinary shares at 2.8
pence each in settlement of consultancy fees to a member of the Marram Project
management team in lieu of cash.

NOTES TO THE FINANCIAL STATEMENTS

 

1.   General Information

 

EnergyPathways plc (the "Company" or "EnergyPathways") is a company
incorporated in England and Wales under the Companies Act 2006 with the
registered number 13201653. The Company's registered office is Highdown House,
Yeoman Way, Worthing, West Sussex, BN99 3HH.

 

The principal activity of the Company is delivering clean, home-grown energy
for the UK. On 3 March 2022, the Group acquired a 100% interest in, and is
administrator for the Marram gas field located in the East Irish Sea, with
proven reserves of 38.8 Bcf of natural gas.

 

2.   Summary of significant accounting policies

 

The principal accounting principles applied in the preparation of these
unaudited interim financial statements are set out below. These principles
have been consistently applied to all periods presented, unless otherwise
stated.

 

2.1. Basis of preparation

 

The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with UK-adopted international accounting
standards. Statutory financial statements for the year ended 31 December 2023
were approved by the Board of Directors on 3 June 2024 and delivered to the
Registrar of Companies. The report of the auditors on those financial
statements was unqualified.

 

The interim financial information for the six months ended 30 June 2024 has
not been reviewed or audited. The interim financial report was approved by the
Board on 26 September 2024.

 

2.2. Going concern

 

The Directors, having made appropriate enquiries, consider that adequate
resources exist for the Company to continue in operational existence for the
foreseeable future and that, therefore, it is appropriate to adopt the going
concern basis in preparing the interim financial statements for the period
ended 30 June 2024.

 

2.3. Risks and uncertainties

 

The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2023 Annual Report and Financial Statements, a copy
of which is available on the Company's website: https://energypathways.uk
(https://energypathways.uk) . The key financial risks are securing finance for
the Marram gas project and an emerging cost inflation risk.

 

2.4. Critical accounting estimates

 

The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 3 of the Company's 2023 Annual Report and
Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.

 

The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 December 2023, as described in
those annual financial statements.

 

3.   Reverse acquisition and admission to AIM

 

On 20 December 2023, the Company acquired the entire issued share capital of
EnergyPathways UK Holdings Ltd, a private company incorporated in the United
Kingdom, by way of a share for share exchange.

 

Although the transaction resulted in EnergyPathways UK Holdings Ltd becoming a
wholly owned subsidiary of the Company, the transaction constitutes a reverse
acquisition in as much as the shareholders of EnergyPathways UK Holdings Ltd
own a substantial majority of the outstanding ordinary shares of the Company
and all 6 members of the Board of Directors of the Company are EnergyPathways
UK Holdings Ltd shareholders and management.

In substance, the shareholders of EnergyPathways UK Holdings Ltd acquired a
controlling interest in the Company and the transaction has therefore been
accounted for as a reverse acquisition ("RTO"). As the Company previously
discontinued its investment activities and was engaged in acquiring
EnergyPathways UK Holdings Ltd and raising equity financing to provide the
required funding for the operations of the acquisition and admission of the
Company's shares to trading on the AIM market of the London Stock Exchange
("AIM"), it did not meet the definition of a business according to the
definition in IFRS 3. Accordingly, this reverse acquisition does not
constitute a business combination and was accounted for in accordance with
IFRS 2, Share-based payment and IFRIC guidance, with the difference between
the equity value given up by the EnergyPathways UK Holdings Ltd shareholders
and the share of the fair value of net assets gained by the EnergyPathways UK
Holdings Ltd shareholders charged to the statement of comprehensive income as
the cost of admission to AIM.

 

Following the completion of the transaction the Company changed its name to
EnergyPathways plc.

 

In accordance with reverse acquisition accounting principles, these
consolidated financial statements represent a continuation of the consolidated
financial statements of EnergyPathways UK Holdings Ltd and include:

 

a.   the assets and liabilities of EnergyPathways UK Holdings Ltd at their
pre-acquisition carrying amounts and the results for both periods; and

 

b.  the assets and liabilities of the Company as at 31 December 2023 and its
results from 20 December 2023 to 31 December 2023.

 

On 20 December 2023, the Company issued 68,013,885 shares for all 143,333,324
ordinary shares, 15,100,000 performance shares and 20,000,000 warrants of
EnergyPathways UK Holdings Ltd.

 

As of 20 December 2023, the last quoted share price of Dial Square Investments
Plc (renamed EnergyPathways plc upon completion of the transaction) was
£0.0325 and therefore this valued the investment in EnergyPathways UK
Holdings Ltd at £862,875.

 

Because the legal subsidiary, EnergyPathways UK Holdings Ltd, was treated as
the accounting acquirer and the legal Parent Company, Dial Square Investments
Plc, was treated as the accounting subsidiary, the fair value of the shares
deemed to have been issued by EnergyPathways UK Holdings Ltd was calculated at
£1,213,303 based on an assessment of the purchase consideration for a 100%
holding in EnergyPathways plc.

 

The fair value of net assets of  Dial Square Investments plc was as follows:

 

                            £
 Cash and cash equivalents  238,320
 Other assets               205,545
 Liabilities                (245,832)
 Net assets                 198,033

 

The difference between the deemed cost and the fair value of the net assets
acquired of £1,015,270 has been expensed in accordance with IFRS 2, Share
based payments, reflecting the economic cost to the EnergyPathways UK Holdings
Ltd shareholders of acquiring a quoted entity.

 

The transfers to retained earnings that arose pursuant to the RTO are as
follows:

 

                                                                  Year Ended 31 December 2023
                                                                  £
 As at start of year                                              -
 Pre-acquisition losses of EnergyPathways plc (1)                 (695,748)
 EnergyPathways UK Holdings Ltd issued capital at acquisition(2)  1,108,510
 Investment in EnergyPathways UK Holdings Ltd (3)                 (2,734,160)
 Reverse acquisition expense(4)                                   1,015,270
 Total                                                            (1,306,128)

 

The movements within retained earnings relating to the RTO are as follows:

1) these consolidated financial statements present the legal capital structure
of the Company. However, under reverse acquisition accounting rules, the
Company was not acquired until 20 December 2023 and therefore the entry above
is required to eliminate the initial retained losses of the Company;

2)  EnergyPathways UK Holdings Ltd had issued share capital of equivalent to
£1,108,510 as at 20 December 2023. As these financial statements present the
capital structure of the parent entity, the issue of equity by EnergyPathways
UK Holdings Ltd has been transferred to this reserve;

3)  the Company issued 68,013,885 shares at 4 pence each, totalling
£2,720,555 for the entire issued capital of EnergyPathways UK Holdings Ltd,
as well as stamp duty of £13,605. The above entry is required to eliminate
the balance sheet impact of this transaction; and

4) the reverse acquisition accounting is described in detail in note 3. The
entry above represents the difference between the value of the equity issued
by the Company, and the deemed consideration given by EnergyPathways UK
Holdings Ltd to acquire the Company.

 

 

4.   Earnings per share

 

The calculation of the basic and diluted earnings per share is calculated by
dividing the loss for the period for continuing operations for the
EnergyPathways Group by the weighted average number of ordinary shares in
issue during period year.

 

The weighted average number of shares is adjusted for the impact of the
reverse acquisition as follows:

 

- prior to the reverse takeover, the number of shares is based on
EnergyPathways UK Holdings Ltd, adjusted using the share exchange ratio
arising on the reverse takeover; and

- from the date of the reverse takeover, the number of shares is based on the
Company.

 

Dilutive loss per Ordinary Share equals basic loss per Ordinary Share as, due
to the losses incurred in all three periods presented, there is no dilutive
effect from the subsisting share options and warrants.

 

                                                                                Unaudited                   Unaudited                     Audited
                                                                                6 months to 30 June 2024    6 months to 30 June 2023      12 months to 31 December 2023
                                                                                £                           £                             £

 Loss for the purposes of basic earnings per share being net loss attributable  (550,159)                   (305,116)                     (1,860,916)
 to the owners
 Weighted average number of ordinary shares                                     158,508,817                 158,433,324                   72,773,014

 Loss per share (pence)                                                         (0.35)                      (0.19)                        (2.55)

 

 

5.   Intangible assets

 

                                   £
 Cost
 As at 1 January 2023 (Audited)    318,001
 Additions                         362,889
 As at 30 June 2023 (Unaudited)    680,890
 Additions                         49,041
 As at 31 December 2023 (Audited)  729,931
 Additions                         295,325
 As at 30 June 2024 (Unaudited)    1,025,256

6.   Trade and other receivables

 

                    Unaudited          Unaudited      Audited
                    As at              As at          As at

                    30 June            30 June        31 December

                    2024               2023           2023
                    £                  £              £

 Other receivables  5,530              -              1,714,645
 Prepayments        37,609             34,808         56,050
 VAT receivable     41,856             12,900         58,584
                    84,995             47,708         1,829,279

 

 

 

 

7.   Trade and other payables - due within one year

 

                 Unaudited    Unaudited          Audited
                 As at        As at              As at

                 30 June      30 June            31 December

                 2024         2023               2023
                 £            £                  £

 Trade payables  185,074      401,479            782,647
 Accruals        609,215      605,083            405,141
                 794,289      1,006,562          1,187,788

 

 

 

 

8.   Borrowings

 

                                   £
 As at 31 December 2022 (Audited)  -
 Drawdowns                         200,000
 Interest accrued                  4,910
 As at 30 June 2023 (Unaudited)    204,910

 

On 9 March 2023, EnergyPathways Uk Holdings Limited entered in to a loan
agreement with the Company for a facility of £200,000. The facility was fully
drawn down as at 30 June 2023. The loan has been eliminated on consolidation
as at 31 December 2023 following the completion of the RTO on 20 December 2023
(refer to note 3).

 

 

 

 

9.   Ordinary share capital and share premium

 

 Issued                                                                      Number of shares  Ordinary share capital  Share         Performance shares

                                                                                               £                       premium       £

                                                                                                                       £
 As at 31 December 2022 (Audited)                                              158,433,324             14,333            1,092,667            1,510
 As at 30 June 2023 (Unaudited)                                                158,433,324             14,333            1,092,667            1,510
 Transfer of EPL paid up capital to Reverse acquisition reserve 20 Dec 2023

                                                                             (158,433,324)     (14,333)                (1,092,667)   (1,510)
 Issued capital of plc at acquisition 20 Dec 2023                            26,550,000        265,500                 628,281       -
 Issue of shares for acquisition of subsidiary

                                                                             68,013,885        680,139                 2,040,417     -
 Issue of shares for services                                                13,352,674        133,527                 400,580       -
 Issue of shares - share subscription                                        50,000,000        500,000                 1,500,000     -
 Share issue costs                                                           -                 -                       (117,326)     -
 As at 31 December 2023 (Audited)                                            157,916,559       1,579,166               4,451,952     -
 Issue of shares for services                                                1,204,486         12,045                  29,455        -
 As at 30 June 2024 (Unaudited)                                                159,121,045       1,591,211               4,481,407            -

 

The ordinary shares confer the right to vote at general meetings of the
Company, to a repayment of capital in the event of liquidation or winding up
and certain other rights as set out in the Company's articles of association.

 

The issued capital of the Group for the period 31 December 2022 to 20 December
2023 is that of EnergyPathways UK Holdings Ltd. ("EPL"). Upon completion of
the acquisition the share capital of EPL was transferred to the Reverse
acquisition reserve (see note 3) and the share capital of EnergyPathways plc
was brought to account.

 

 

 

10. Events after the reporting period

 

On 7 August 2024 the Company issued 791,233 ordinary shares at 2.09 pence each
in settlement of consultancy fees to a member of the Marram Project management
team in lieu of cash.

 

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