TIDMSOU
RNS Number : 1346N
Sound Energy PLC
21 September 2023
21 September 2023
SOUND ENERGY PLC
("Sound Energy", "Sound" or the "Company" and together with
subsidiaries the "Group")
HALF YEARLY REPORT FOR THE SIX MONTHSED 30 JUNE 2023
Sound Energy, the transition energy company, announces its
unaudited half-year report for the six months ended 30 June
2023.
HIGHLIGHTS
Development of the Moroccan Tendrara Production Concession
-- Phase 1 Micro LNG ("mLNG") project ("Phase 1")
o Site preparation activities completed by March 2023
o Completed mLNG tank foundations by May 2023
o Currently, extensive activity taking place offsite with our
contractor and its sub-contractors designing and constructing plant
equipment for delivery to site late 2023, early 2024
o Design, planning and procurement of equipment of workover of
the wells TE-6 and TE-7 progressing with rigless activities planned
for later 2023and rig activities scheduled for early 2024.
o Phase 1 LNG delivery scheduled to commence in 2024
-- Phase 2 Gas (pipeline) development ("Phase 2")
o Receipt of binding conditioned term sheet in June 2023, for
project financing from exclusive lead arranger, Attijariwafa Bank,
Morocco's largest bank
Corporate
-- In June 2023 entered into an exclusivity period and
non-binding term sheet with Calvalley Petroleum (Cyprus) Limited
for a partial divestment of a net 40% working interest in the
Tendrara Production Concession and the Grand Tendrara exploration
permit
-- In May 2023 the Company entered into a full and final
settlement of its tax disputes with the Moroccan tax authorities
and received court papers in June 2023 confirming the withdrawal of
the cases between the Company and Moroccan tax authority
-- We have expressed our condolences to all those affected by
the Morocco Earthquake of 8th September, and we have offered and
given our support in country and continue to do so. As previously
announced to the market at the time, our Sidi Moktar well assets
are located some 100 kilometres to the northwest of the earthquake
epicentre within our Sidi Moktar Onshore exploration permits, these
have not been impacted by the earthquake in any way. Our operations
and site development work at Tendrara Concession, Anoual and Grand
Tendrara exploration permits some 600 kilometres away are
unaffected.
Financial
-- Drawdown of GBP2.5 million of up to GBP4.0 million senior
unsecured convertible bond instrument in June 2023
-- Full and final settlement of its tax disputes with the
Moroccan tax authorities - phased payment schedule of approximately
US$2.5 million as a full and final settlement against a claim of
approximately US$24.0 million
-- As at 31 August 2023, the Group had unaudited cash and
short-term deposits of approximately GBP4.0 million (GBP1.4 million
held as collateral for a bank guarantee against licence
commitments)
-- Post period end receipt of Tendrara Concession receivable of approximately GBP2.3 million
Graham Lyon, Executive Chairman said:
"I am grateful for continued support of all our shareholders and
can say that the first half of 2023 saw significant advances
preparing the Company for revenue generation. Significantly, we
have laid out a funding plan for Phase 2; have made steady progress
on Phase 1 with mLNG tank construction and tank site preparation,
well preparation and design engineering; have identified a
potential partner to enter the Tendrara area to work alongside us;
removed the tax claim overhang; brought in new bridge funding and
collected the receivables. All in all, a busy first half of the
year.
There is much to do in closing and completing on these various
initiatives and in positioning the Company for production and for
further growth. As our key project in Morocco is considered of
strategic importance in the country all efforts must be placed in
ensuring a safe and efficient execution of our business plan within
the resources available.
I would like to thank the Ministries in Morocco and ONHYM our
state partner for their continued co-operation and increased
support."
For further information, visit www.soundenergyplc.com or follow
us on twitter @soundenergyplc
Enquiries:
Flagstaff Strategic and Investor Communications Tel: 44 (0)20 129 1474
Tim Thompson soundenergy@flagstaffcomms.com
Mark Edwards
Alison Allfrey
Sound Energy Chairman@soundenergyplc.com
Graham Lyon, Executive Chairman
Cavendish Securities - Nominated Adviser Tel: 44 (0)20 7397
Ben Jeynes 8900
Peter Lynch
SP Angel Corporate Finance LLP- Broker Tel:44 (0) 7789 865
Richard Hail 095
Gneiss Energy Limited- Financial Adviser Tel:44 (0)20 3983 9263
Jon Fitzpatrick
Paul Weidman
Doug Rycroft
The information contained within this announcement is deemed by
the Company to constitute inside information pursuant to Article 7
of EU Regulation 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended. Upon
the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
STATEMENT FROM THE EXECUTIVE CHAIRMAN
Continuing to execute on our strategy to deliver revenue
generation
Our strategy of the phased development of the Tendrara gas
discovery is well defined and whilst the economic and geo-political
environment continued to present challenges, the Company continues
to make progress towards revenue generation.
Phase 1 Tendrara Micro LNG Project (mLNG)
Post the completion of site preparation in March 2023, the
Company finalised the main civil works including the mLNG tank
foundations by May 2023. Additionally, activities such as well head
inspection and servicing tool fabrication, flowlines concept
selection, engineering and owners engineering support have been
ongoing and are well advanced.
Currently, there is extensive activity taking place offsite with
our contractor Italfluid Geoenergy S.r.l and its sub-contractors
designing and constructing key plant equipment for delivery to site
in early 2024. In addition to Italfluid's project scope of work,
Sound Energy is to undertake well head and flow line preparation,
including workovers of TE-6 and TE-7. Afriquia Gaz S.A is to
procure and put in place the LNG transportation trucking, local
storage and regasification facilities. Once on site, the processing
and liquefaction equipment will be commissioned and integrated with
the wells and trucking systems. Whilst the mLNG storage tank fabric
has been manufactured, there has been some supply chain disruption
leading to later than planned delivery to site which remains on the
critical path. Despite this, the Company remains committed to
commencing production in 2024.
Phase 2 Tendrara Processing and Pipeline Project
Progress continued to be made with the Phase 2 development
project in 2023.
Crucially, significant progress has been made regarding Project
funding with Attijariwafa Bank, Morocco's largest bank, as
exclusive lead arranger of a senior debt financing issuing a
binding conditioned term sheet. The bank completed legal and
technical due diligence in respect of the proposed financing in
March, and in June made a conditioned offer for a maximum financing
of MAD 2.365 billion (approximately US$237 million), proposed to be
100% underwritten by the bank, and subject to certain conditions
being met such as Governmental approvals, Gas Sales agreement
amendments, further engineering and Contractor contracts being in
place.
Corporate
Following the commencement in 2022 of a process to secure
participation of a strategic partner, in June the Company entered
into a period of exclusivity and non-binding term sheet with
Calvalley Petroleum (Cyprus) Limited ("Calvalley") for a partial
divestment of a net 40% working interest in the Tendrara
Exploitation Concession and the Grand Tendrara Exploration Permit
which result in, subject to agreement of definitive transaction
documentation:
-- Funding of the first US$48 million of Sound Energy and
Calvalley's Phase 2 equity funded development costs by Calvalley,
subject to final investment decision
-- Funding of 100% of the TE-4 Horst well costs by Calvalley up to a cap of US$7 million
-- Funding of 40% share of Phase 1 costs, including back costs
net to Calvalley of approximately US$8 million (through to July
2023)
-- Advancement to Sound Energy of additional Phase 1 and Phase 2
costs, if necessary, and at the Company's election, repayable out
of future revenue.
Post the period, definitive documents are being negotiated with
the aim to conclude the transaction in 2023.
The combination of closing the transactions with Calvalley and
Attijariwafa Bank will allow the Company to take the Final
Investment decision and begin activities to construct the
much-needed pipeline infrastructure at Tendrara.
In June the Company received court papers confirming the
withdrawal of cases between the Company and the Moroccan Tax
authority for matters with respect to claims against Sound Energy
Morocco East and Sound Energy Morocco SARL AU.
In June the Company raised up to GBP4.0 million by way of a
senior unsecured convertible bond instrument. The proceeds will, if
fully drawn, provide funds for the Company to continue to execute
its Phase 1 development of the Tendrara Production Concession and
bridge group working capital liquidity ahead of receipt of a
receivable as disclosed in the year end results and/or receipt of
Phase 1 back costs from Calvalley if a partial divestment is
ultimately completed. The term of the Convertible Notes is five
years from draw down date, with interest of 15% per annum, payable
bi-annually in cash or capitalised to the principal, at the
Company's election. Post the period the Company announced a partial
conversion of the Convertible Loan Note.
Subject to the draw down in full of the Convertible Notes, the
Company is now funded for its near-term working capital
requirements until year end 2023.
Board Changes
In May, Mr Marco Fumagalli announced that he would be stepping
down in June as a Non-Executive Director and former Acting Chairman
of the company in order to pursue other business opportunities.
In June, Sound appointed Mr Simon Ashby-Rudd to the Board as
Independent Non-Executive Director. Mr Ashby-Rudd is an
international energy banking specialist with more than 35 years of
experience.
I thank Marco for his contribution over the years and look
forward to working with Mr Ashby-Rudd going forward.
Graham Lyon
Chairman (Executive)
OPERATIONS REVIEW
Tendrara Development: Micro LNG
Sound Energy is pursuing the Field Development Plan underpinning
the Concession centred around the TE-5 Horst gas discovery. The
development is progressing in two phases. Phase 1, targeting
industrial consumers, is intended to prioritise early first cash
flows from the Concession via a mLNG production scheme. The planned
Phase 2 development provides gas to power via state energy power
stations. It is centred around the installation of a 120km gas
export pipeline to help fully unlock the gas potential of this
region and lower the cost of development for future discoveries.
Both phases address different markets in Morocco; the industrial
energy user and the state power producer, both of which have strong
and growing demand, with Tendrara gas playing an important role in
supporting Morocco's strategy to lower carbon emissions.
Progress of the Phase 1 Development Project
This first phase focuses on the existing TE-6 and TE-7 wells of
the TE-5 Horst. First gas will be achieved by tying the currently
suspended TE-6 and TE-7 gas wells with flowlines connected to the
inlet of a skid mounted, combined gas processing and mLNG
plant.
In 2021, the Company entered into a contract with Italfluid
Geoenergy S.r.l. ("Italfluid") for the design, construction,
commissioning, operation, and maintenance of the mLNG facilities
under a 10-year lease arrangement. The mLNG facilities, which will
also treat, and process raw gas produced from the wells prior to
liquefaction, is the principal part of the surface facilities
required to be built and operated as part of this first phase of
development. LNG will be delivered to on-site storage from the
outlet of the mLNG facilities whereupon Afriquia Gaz will lift and
take title for LNG for transportation, distribution and sale to the
Moroccan industrial market.
Groundworks for the construction of the mLNG facility commenced
March 2022 following completion of surveying and remediation works
to the access road for the facility. The raised foundation platform
for the LNG storage tank, and pads for the skid mounted units,
including the compressor package, have been completed. The
necessary piping and cabling for the firefighting system have been
installed along with fencing and lighting towers. Facilities
engineering will continue to progress throughout the year with
major vendors and Italfluid has placed purchase orders for the gas
processing and liquefaction package which I ready for factor
testing now Whilst the mLNG storage tank fabric has been
manufactured, there has been some supply chain disruption leading
to later than planned delivery. Despite this, the Company remains
committed to commencing production in 2024. The Company has also
completed preliminary engineering of the wellhead facilities,
flowlines and manifold system required to bring the raw gas form
the TE-6 and TE-7 wellheads. This work was completed by Kellogg
Brown and Root Ltd alongside the flow assurance work. Inspection
and routine maintenance of the wellhead Christmas tree assemblies
on TE-6 and TE-7, was successfully completed by Petroleum Equipment
Supply Engineering Company Ltd.
The Company engaged Bedrock Drilling Ltd to design, plan and
execute the necessary work overs of the TE-6 and TE-7 wells in
preparation for turning these appraisal gas wells into long term
gas producers. These works are planned to be undertaken during Q4
2023 and Q1 2024 in preparation for first gas.
The next key steps to progress the project include final design,
engineering, procurement and installation of the flowline system
and associated well head facility equipment for the gas gathering
system to transport the gas from the well heads to the mLNG plant.
Additionally, Italfluid continues to progress detailed design,
place its remaining purchase orders for equipment packages and
bulks, now the site preparation and commence civils foundation
works have been completed.
Italfluid, Sound Energy and Afriquia Gaz are working together,
to supply LNG to the local industry in 2024 in a safe and efficient
manner.
Throughout 2023 and early 2024 the equipment packages are to be
completed and tested in the workshops and later be brought from
workshops located around the world, delivered to site via the main
ports in Morocco and assembled on site.
Progress of the Phase 2 Development Project
On 13 June the Company announced that it has now entered into
exclusivity for a period of 45 days on the basis of an otherwise
non-binding term sheet with Calvalley, an associated company of
Octavia Energy Corporation Limited. Whilst the exclusivity has
expired the Company continues to support the ongoing due diligence
by Calvalley. The terms of the term sheet would provide Sound
Energy, together with the envisaged project debt financing and
under current cost estimates, with the required funds to achieve
first gas under its Phase 2 development plan whilst also funding
the costs of drilling the TE-4 Horst appraisal well, with an
estimated unrisked exploration potential of 273 Bcf gross Pmean Gas
Initially in Place ('GIIP').
In June 2023, following a period of due diligence and further
discussions between the bank, the Company announced that, on behalf
of the Tendrara Production Concession partners, it had received a
conditioned offer from Attijariwafa Bank for a maximum financing of
MAD 2.365 billion (c.US$237 million), proposed to be 100%
underwritten by the bank, subject to the conditions precedent to
the conditioned offer being satisfied prior to 30 September
2023.
Eastern Morocco
GREATER TRARA
- 8 years from September 2018
75% interest Operated Exploration permit 14,411 km(2) acreage
------------------- --------------------
ANOUAL
- 10 years from September 2017
75% interest Operated Exploration permit 8,873 km(2)
------------------- --------------------
Eastern Morocco licences
TRARA CONCESSION
- 25 years from September 2018
75% interest Operated Production permit 133.5 km(2) acreage
----------------- -------------------
Exploration
Our Eastern Morocco Licences comprising the Concession together
with the Anoual and Greater Tendrara exploration permits are
positioned in a region containing a potential extension of the
established petroleum plays of Algerian Triassic Province and
Saharan Hercynian Platform. The presence of the key geological
elements of the Algerian Trias Argilo-Gréseux Inférieur or 'TAGI'
gas play are already proven within the licence areas with the
underlying Palaeozoic, representing a significant upside
opportunity to be explored.
These licences cover a surface area of over 23,000 square
kilometres, but so far only thirteen wells have been drilled, of
which six are either located within or local to the Concession.
Exploration drilling beyond the region of the Concession has been
limited and the Group maintains a portfolio of features identified
from previous operators' studies, plus new targets identified by
Sound Energy from the recent geophysical data acquisition,
subsequent processing and ongoing interpretation studies. These
features are internally classified as either prospects, leads or
concepts based upon their level of technical maturity and represent
potential future exploration drilling targets.
Whilst the Company has strategically prioritised its gas
monetisation strategy through the phased development of the TE-5
Horst (Tendrara Production Concession), the Company has also
re-evaluated its extensive exploration portfolio within the Greater
Tendrara and Anoual exploration permits surrounding the Concession.
By integrating the acquired data and learnings from previous
drilling campaigns with acquired and reprocessed seismic datasets,
the Company has high graded several potential near term subsalt
drilling opportunities within the TAGI gas reservoir, the proven
reservoir of the TE-5 Horst gas accumulation.
In August 2022, the Company launched a farm-out process in the
underexplored but highly prospective Tendrara Basin in Eastern
Morocco. This opportunity provides access to high impact, short
term exploration opportunities, in a stable country with very
attractive fiscal terms. The Company has high graded three
potential near term sub-salt drilling opportunities where,
importantly, future discoveries have the potential to be
commercialised through the planned infrastructure of Phase 2. The
Company's intention is to seek to secure an ambitious strategic
partner for both the ongoing and planned development of the
Concession together with exploration and appraisal of the Eastern
Morocco exploration permits.
Near term drillable targets include the exploration prospect
'M5' located on the Anoual permits, together with the potential of
the structures previously drilled on the Greater Tendrara permits,
SBK-1 and TE-4. Both SBK-1 and TE-4, drilled in 2000 and 2006
respectively, encountered gas shows in the TAGI reservoir. SBK-1
flowed gas to surface during testing in 2000 at a peak rate of 4.41
mmscf/d post acidification but was not tested with mechanical
stimulation. TE-4 was tested in 2006 but did not flow gas to the
surface. Mechanical stimulation has proven to be a key technology
to commercially unlock the potential of the TAGI gas reservoir in
the TE-5 Horst gas accumulation and accordingly the Company
believes this offers potential to unlock commerciality elsewhere in
the basin.
Southern Morocco
Southern Morocco licence
SIDI MOKTAR ONSHORE
- 8 years remaining
- Effective date 9/04/2018
75% interest Operated Exploration permit 4,712 km(2)
------------------- -----------
Southern Morocco Exploration
The Sidi Moktar licence is located in the Essaouira Basin, in
Southern Morocco. The licence covers a combined area of 4,712 km2.
The Group views the Sidi Moktar licences as an exciting opportunity
to explore high impact prospectivity within the sub-salt Triassic
and Palaeozoic plays in the underexplored Essaouira Basin in the
West of Morocco.
The Sidi Moktar permit hosts a variety of proven plays. The
licence host 44 vintage wells drilled between the 1950s and the
present. Previous exploration has been predominantly focused on the
shallower post-salt plays. The licence is adjacent to the ONHYM
operated Meskala gas and condensate field. The main reservoirs in
the field are Triassic aged sands, directly analogous to the deeper
exploration plays in the Sidi Moktar licence. The Meskala field and
its associated gas processing facility is linked via a pipeline to
a state-owned phosphate plant, which produces fertiliser both for
domestic and export markets. This pipeline passes across the Sidi
Moktar licence. The discovery of the Meskala field proved the
existence of a deeper petroleum system in the basin. Specifically,
Meskala provides evidence that Triassic clastic reservoirs are
effective, proves the existence of the overlying salt seal and
provides support for evidence of charge from deep Palaeozoic source
rocks. Based on work undertaken by Sound Energy, the main focus of
future exploration activity in the licence is expected to be within
this deeper play fairway. The Company believes that the deeper,
sub-salt Triassic and Palaeozoic plays may contain significant
prospective resources, in excess of any discovered volumes in the
shallower stratigraphy.
The Company's evaluation of the exploration potential of Sidi
Moktar, following an independent technical review, includes a
mapped portfolio of sub-salt, Triassic and Palaeozoic leads in a
variety of hydrocarbon trap types. Sound Energy is developing a
work programme to mature the licence with specific focus on the
deeper, sub-salt plays. The Company believes additional seismic
acquisition and processing is required to mature these leads into
drillable exploration prospects.
Preparations for this seismic acquisition campaign have
commenced with the completion and approval of an EIA in late
2019.
The Company continues to seek to progress a farm out process for
this permit, offering an opportunity to a technically competent
partner to acquire a material position in this large tract of
prospective acreage. In parallel, the Company has engaged in
dialogue with a number of seismic acquisition and processing
contractors for potential services to undertake the survey.
Condensed Interim Consolidated Income Statement
Six months ended Year ended
Six months ended 30 June 2022 31 Dec 2022
30 June 2023 Unaudited Audited
Notes Unaudited GBP'000s GBP'000s GBP'000s
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Other income 4 41 43
(Impairment loss)/reversal of impairment on development
assets and exploration costs 4 (4,213) 5,407 5,678
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Gross (loss)/profit (4,209) 5,448 5,721
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Administrative expenses (1,247) (2,018) (3,175)
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Group operating (loss)/profit from continuing operations (5,456) 3,430 2,546
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Finance revenue 29 2 13
Foreign exchange (loss)/gain (2,380) 5,896 5,462
Finance expense (822) (720) (1,446)
---------------------------------------------------------- ----- ------------------- ---------------- ------------
(Loss)/profit for period before taxation (8,629) 8,608 6,575
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Tax expense (1) (7) (1,602)
---------------------------------------------------------- ----- ------------------- ---------------- ------------
(Loss)/profit for period after taxation (8,630) 8,601 4,973
Other comprehensive (loss)/income
Items that may subsequently be reclassified
to profit and loss account:
Foreign currency translation (loss)/income (5,735) 13,136 13,373
---------------------------------------------------------- ----- =================== ================ ============
Total comprehensive (loss)/income for
the period attributable to equity holders
of the parent (14,365) 21,737 18,346
---------------------------------------------------------- ----- =================== ================ ============
Pence Pence Pence
---------------------------------------------------------- ----- ------------------- ================ ============
Basic and diluted (loss)/profit per share for the period
attributable to equity holders of
the parent 3 (0.47) 0.52 0.28
---------------------------------------------------------- ----- ------------------- ---------------- ------------
Condensed Interim Consolidated Balance Sheet
30 June 30 June 31 Dec
2023 2022 2022
Unaudited Unaudited Audited
Notes GBP'000s GBP'000s GBP'000s
-------------------------------- ----- ---------- ----------- ----------
Non-current assets
Property, plant and equipment 4 152,964 161,631 163,362
Intangible assets 5 34,834 35,434 36,007
Interest in Badile land - 619 637
Prepayments 6 4,082 3,087 4,272
-------------------------------- ----- ---------- ----------- ----------
191,880 200,771 204,278
-------------------------------- ----- ---------- ----------- ----------
Current assets
Inventories 920 969 963
Other receivables 3,042 2,345 2,815
Prepayments 165 233 139
Cash and short term deposits 3,733 10,513 3,861
-------------------------------- ----- ---------- ----------- ----------
7,860 14,060 7,778
-------------------------------- ----- ---------- ----------- ----------
Total assets 199,740 214,831 212,056
-------------------------------- ----- ---------- ----------- ----------
Current liabilities
Trade and other payables 1,899 6,184 1,868
Tax liabilities 7 - - 126
Lease liabilities 174 - 162
Loans and borrowings 8 2,122 - 1,121
4,195 6,184 3,277
-------------------------------- ----- ---------- ----------- ----------
Non-current liabilities
Lease liabilities 31 - 121
Tax liabilities 7 1,534 - 1,505
Loans and borrowings 8 29,088 27,271 29,068
-------------------------------- ----- ---------- ----------- ----------
30,653 27,271 30,694
-------------------------------- ----- ---------- ----------- ----------
Total liabilities 34,848 33,455 33,971
-------------------------------- ----- ---------- ----------- ----------
Net assets 164,892 181,376 178,085
-------------------------------- ----- ---------- ----------- ----------
Capital and reserves
Share capital and share premium 38,822 38,621 38,621
Shares to be issued 404 404 404
Warrant reserve 2,071 1,607 1,607
Convertible bond reserve 388 - -
Foreign currency reserve 2,714 8,212 8,449
Accumulated surplus 120,493 132,532 129,004
-------------------------------- ----- ---------- ----------- ----------
Total equity 164,892 181,376 178,085
-------------------------------- ----- ---------- ----------- ----------
Condensed Interim Consolidated Statement of Changes in
Equity
Convertible Foreign
Share Share Shares to be Accumulated Warrant bond currency Total
capital premium issued surplus reserve reserve reserves equity
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
At 1 January 2023 18,487 20,134 404 129,004 1,607 - 8,449 178,085
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
Total loss for the period - - - (8,630) - - - (8,630)
Other comprehensive loss - - - - - - (5,735) (5,735)
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
Total comprehensive loss for
the period - - - (8,630) - - (5,735) (14,365)
Issue of share capital 114 87 - - - - - 201
Fair value of warrants issued
during the period - - - - 464 - - 464
Equity component of
convertible bond - - - - - 388 - 388
Share based payments - - - 119 - - - 119
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
At 30 June 2023 (unaudited) 18,601 20,221 404 120,493 2,071 388 2,714 164,892
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
Convertible Foreign
Share Share Shares to be Accumulated Warrant bond currency Total
capital premium issued surplus reserve reserve reserves equity
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
At 1 January 2022 16,292 18,281 - 123,872 1,534 - (4,924) 155,055
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
Total profit for the year - - - 4,973 - - - 4,973
Other comprehensive income - - - - - - 13,373 13,373
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
Total comprehensive income for
the year - - - 4,973 - - 13,373 18,346
Issue of share capital 2,195 2,246 - - - - - 4,441
Share issue costs - (393) - - - - - (393)
Fair value of warrants issued
during the period - - - - 73 - - 73
Vested nil options bonus
awards - - 404 - - - - 404
Share based payments - - - 159 - - - 159
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
At 31 December 2022 (audited) 18,487 20,134 404 129,004 1,607 - 8,449 178,085
------------------------------ -------- ----------- ------------------- -------------- ------------ --------------- ------------ ------------
Convertible Foreign
Share Share Shares to be Accumulated Warrant bond currency Total
capital premium issued surplus reserve reserve reserves equity
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
------------------------------ -------------- --------------- -------------- ------------- ------------ --------------- ------------ ----------
At 1 January 2022 16,292 18,281 - 123,872 1,534 - (4,924) 155,055
------------------------------ -------------- --------------- -------------- ------------- ------------ --------------- ------------ ----------
Total profit for the period - - - 8,601 - - - 8,601
Other comprehensive income - - - - - - 13,136 13,136
------------------------------ -------------- --------------- -------------- ------------- ------------ --------------- ------------ ----------
Total comprehensive loss for
the period - - - 8,601 - - 13,136 21,737
Issue of share capital 2,195 2,246 - - - - - 4,441
Share issue costs - (393) - - - - - (393)
Fair value of warrants issued
during the period - - - - 73 - - 73
Vested nil options bonus
awards - - 404 - - - - 404
Share based payments - - - 59 - - - 59
------------------------------ -------------- --------------- -------------- ------------- ------------ --------------- ------------ ----------
At 30 June 2022 (unaudited) 18,487 20,134 404 132,532 1,607 - 8,212 181,376
------------------------------ -------------- --------------- -------------- ------------- ------------ --------------- ------------ ----------
Condensed Interim Consolidated Statement of Cash Flows
Year
Six months Six months ended
ended ended 31 Dec
30 June 30 June 2022
2023 Unaudited 2022 Unaudited Audited
GBP'000s GBP'000s GBP'000s
------------------------------------------- --------------- --------------- ---------
Cash flow from operating activities
Cash flow from operations (1,207) (1,080) (3,928)
Interest received 29 2 13
Tax paid (125) (7) (7)
-------------------------------------------- --------------- --------------- ---------
Net cash flow from operating activities (1,303) (1,085) (3,922)
-------------------------------------------- --------------- --------------- ---------
Cash flow from investing activities
Capital expenditure (751) (770) (1,519)
Exploration expenditure (359) (311) (399)
Prepayment for Phase 1, mLNG Project - - (4,272)
Receipt from interest in Badile land 134 - -
-------------------------------------------- --------------- --------------- ---------
Net cash flow from investing activities (976) (1,081) (6,190)
-------------------------------------------- --------------- --------------- ---------
Cash flow from financing activities
Net proceeds from equity issue - 3,680 3,680
Net proceeds from borrowings 2,425 5,532 7,233
Interest payments (222) (214) (431)
Lease payments (89) - (58)
-------------------------------------------- --------------- --------------- ---------
Net cash flow from financing activities 2,114 8,998 10,424
-------------------------------------------- --------------- --------------- ---------
Net (decrease)/increase in cash and cash
equivalents (165) 6,832 312
Net foreign exchange difference 37 768 636
Cash and cash equivalents at the beginning
of the period 3,861 2,913 2,913
-------------------------------------------- --------------- --------------- ---------
Cash and cash equivalents at the end of
the period 3,733 10,513 3,861
-------------------------------------------- --------------- --------------- ---------
Notes to Statement of Cash Flows
Year
Six months Six months ended
ended ended 31 Dec
30 June 30 June 2022
2023 Unaudited 2022 Unaudited Audited
GBP'000s GBP'000s GBP'000s
--------------------------------------------------- --------------- --------------- ---------
Cash flow from operations reconciliation
(Loss)/profit for the period before tax (8,629) 8,608 6,575
Finance revenue (29) (2) (13)
Decrease/(increase) in drilling inventories 43 (98) (92)
Increase in short term receivables and prepayments (253) (666) (2,071)
(Decrease)/Increase in accruals and short
term payables (108) 702 190
Impairment loss/(reversal of Impairment)
on development assets and exploration costs 4,213 (5,407) (5,678)
Impairment of interest in Badile land 125 60 107
Depreciation and amortisation 110 30 101
Share based payments charge and remuneration
paid in shares 119 869 969
Finance costs and exchange adjustments 3,202 (5,176) (4,016)
Cash flow from operations (1,207) (1,080) (3,928)
---------------------------------------------------- --------------- --------------- ---------
Non-cash transactions during the period included the issue of
11,404,211 ordinary shares to third parties in settlement of fees
for services provided amounting to approximately GBP0.2 million
(note 9).
The Group has provided collateral of $1.75 million (December
2022: $1.75 million) to the Moroccan Ministry of Petroleum to
guarantee the Group's minimum work programme obligations on the
Anoual and Sidi Moktar licences. The cash is held in a bank account
under the control of the Company and as the Group expects the funds
to be released as soon as the commitment is fulfilled on this basis
the amount remains included within cash and cash equivalents.
Notes to the Condensed interim Consolidated Financial Statements
for the six months ended 30 June 2023
1. Basis of preparation
The condensed interim consolidated financial statements do not
represent statutory accounts within the meaning of section 435 of
the Companies Act 2006. The financial information for the year
ended 31 December 2022 is based on the statutory accounts for the
year ended 31 December 2022. Those accounts, upon which the
auditors issued an unqualified opinion, have been delivered to the
Registrar of Companies and did not contain statements under section
498(2) or (3) of the Companies Act 2006.
The condensed interim financial information is unaudited and has
been prepared on the basis of the accounting policies set out in
the Group's 2022 statutory accounts and in accordance with IAS 34
Interim Financial Reporting as adopted by the United Kingdom.
The seasonality or cyclicality of operations does not impact on
the interim financial statements.
Going concern
As at 31 August 2023, the Group's unaudited cash balance was
approximately GBP4.0 million (including approximately GBP1.4
million held as collateral for a bank guarantee against licence
commitments). The Directors have reviewed the Company's cash flow
forecasts for the next 12-month period to September 2024. The
Company's forecasts and projections indicate that, to fulfil its
other obligations, primarily the Company's exploration licences
commitments, the Company will require additional funding. The
Company commenced its Phase 1 of the Concession upon taking FID on
the mLNG project, and has continued to actively monitor the project
schedule, costs, and financing. The Company is progressing towards
a final investment decision for the Phase 2, pipeline led
development of the Concession and has received a conditional offer
for partial financing of the Phase 2 development and is working to
satisfy the conditions precedents and other elements necessary for
the taking of Phase 2 FID.
The need for additional financing indicates the existence of a
material uncertainty, which may cast significant doubt about the
Company's ability to continue as a going concern. These Interim
condensed consolidated financial statements do not include
adjustments that would be required if the Company was unable to
continue as a going concern. The Company continues to exercise
rigorous cost control to conserve cash resources, and the Directors
believe that there are several corporate funding options available
to the Company, including signing of a term sheet with Calvalley
for a potential farm-down on some of the Company's Eastern Morocco
licences and various debt funding options. Furthermore, based upon
the Company's proven track record in raising capital in the London
equity market and based on feedback from ongoing financing
discussions, the Directors have a reasonable expectation that the
Company and the Group will be able to secure the funding required
to continue in operational existence for the foreseeable future,
and have made a judgement that the Group will continue to realise
its assets and discharge its liabilities in the normal course of
business. Accordingly, the Directors have adopted the going concern
basis in preparing the Interim condensed consolidated financial
statements.
2. Segment information
The Group categorises its operations into three business
segments based on Corporate, Exploration and Appraisal and
Development and Production. The Group's Exploration and Appraisal
activities are carried out in Morocco. The Group's reportable
segments are based on internal reports about the components of the
Group which are regularly reviewed by the Board of Directors, being
the Chief Operating Decision Maker ("CODM"), for strategic decision
making and resources allocation to the segment and to assess its
performance. The segment results for the period ended 30 June 2023
are as follows:
Segment results for the period ended 30 June 2023
Development Exploration
Corporate & Production & Appraisal Total
GBP'000s GBP'000s GBP'000s GBP'000s
------------------------------------------ --------- ------------- ------------ ---------
Other income - - 4 4
Impairment loss on development assets and
exploration costs - (4,213) - (4,213)
Administration expenses (1,247) - - (1,247)
------------------------------------------ --------- ------------- ------------ ---------
Operating profit segment result (1,247) (4,213) 4 (5,456)
------------------------------------------ --------- ------------- ------------ ---------
Interest revenue 29 - - 29
Finance costs and exchange adjustments (3,202) - - (3,202)
------------------------------------------ --------- ------------- ------------ ---------
Profit for the period before taxation (4,420) (4,213) 4 (8,629)
------------------------------------------ --------- ------------- ------------ ---------
The segments assets and liabilities at 30 June 2023 are as
follows:
Development Exploration
Corporate & Production & Appraisal Total
GBP'000s GBP'000s GBP'000s GBP'000s
--------------------------------------- --------- ------------- ------------ ---------
Non-current assets 201 156,854 34,825 191,880
Current assets 2,758 2,385 2,717 7,860
Liabilities attributable to continuing
operations (23,628) (8,276) (2,944) (34,848)
--------------------------------------- --------- ------------- ------------ ---------
The geographical split of non-current assets at 30 June 2023 is
as follows:
UK Morocco
GBP'000s GBP'000s
---------------------------------------- --------- ---------
Development and production assets - 152,772
Right of use assets 188 -
Fixtures, fittings and office equipment 4 -
Software - 9
Prepayment - 4,082
Exploration and evaluation assets - 34,825
Total 192 191,688
---------------------------------------- --------- ---------
Segment results for the period ended 30 June 2022
Development Exploration
Corporate & Production & Appraisal Total
GBP'000s GBP'000s GBP'000s GBP'000s
--------------------------------------------- --------- ------------- ------------ ---------
Other income - - 41 41
Reversal of impairment of development assets
and exploration costs - 5,407 - 5,407
Administration expenses (2,018) - - (2,018)
--------------------------------------------- --------- ------------- ------------ ---------
Operating profit segment result (2,018) 5,407 41 3,430
--------------------------------------------- --------- ------------- ------------ ---------
Interest revenue 2 - - 2
Finance costs and exchange adjustments 5,176 - - 5,176
--------------------------------------------- --------- ------------- ------------ ---------
Profit for the period before taxation 3,160 5,407 41 8,608
--------------------------------------------- --------- ------------- ------------ ---------
The segments assets and liabilities at 30 June 2022 were as
follows:
Development Exploration
Corporate & Production & Appraisal Total
GBP'000s GBP'000s GBP'000s GBP'000s
--------------------------------------- --------- ------------- ------------ ---------
Non-current assets 632 164,705 35,434 200,771
Current assets 4,383 6,625 3,052 14,060
Liabilities attributable to continuing
operations (17,629) (10,446) (5,380) (33,455)
--------------------------------------- --------- ------------- ------------ ---------
The geographical split of non-current assets at 30 June 2022 was
as follows:
Europe Morocco
GBP'000s GBP'000s
---------------------------------------- --------- ---------
Development and production assets - 161,618
Interest in Badile land 619 -
Fixtures, fittings and office equipment 5 8
Prepayment - 3,087
Exploration and evaluation assets - 35,434
Total 624 200,147
---------------------------------------- --------- ---------
Segment results for the year ended 31 December 2022
Development Exploration
Corporate and production and appraisal Total
GBP'000s GBP'000s GBP'000s GBP'000s
--------------------------------------------- --------- --------------- -------------- ---------
Other income - - 43 43
--------------------------------------------- --------- --------------- -------------- ---------
Reversal of impairment of development
assets and exploration costs - 5,678 - 5,678
--------------------------------------------- --------- --------------- -------------- ---------
Administration expenses (3,175) - - (3,175)
--------------------------------------------- --------- --------------- -------------- ---------
Operating profit/(loss) segment result (3,175) 5,678 43 2,546
--------------------------------------------- --------- --------------- -------------- ---------
Interest revenue 13 - - 13
Finance costs and exchange adjustments 4,016 - - 4,016
--------------------------------------------- --------- --------------- -------------- ---------
Profit/(loss) for the period before taxation
from continuing operations 854 5,678 43 6,575
--------------------------------------------- --------- --------------- -------------- ---------
The segments assets and liabilities at 31 December 2022 were as
follows:
Development Exploration
Corporate and production and appraisal Total
GBP'000s GBP'000s GBP'000s GBP'000s
--------------------------------------- --------- --------------- -------------- ---------
Non-current assets 944 163,346 35,988 204,278
Current assets 4,224 2,141 1,413 7,778
Liabilities attributable to continuing
operations (23,024) (8,301) (2,646) (33,971)
--------------------------------------- --------- --------------- -------------- ---------
The geographical split of non-current assets at 31 December 2022
was as follows:
Europe Morocco
GBP'000s GBP'000s
---------------------------------------- --------- ---------
Development and production assets - 163,074
Interest in Badile land 637 -
Fixtures, fittings and office equipment 5 9
Right of use assets 274 -
Software - 19
Prepayments - 4,272
Exploration and evaluation assets - 35,988
---------------------------------------- --------- ---------
Total 916 203,362
---------------------------------------- --------- ---------
3. Profit/(loss) per share
The calculation of basic profit/(loss) per Ordinary Share is
based on the profit/(loss) after tax and on the weighted average
number of Ordinary Shares in issue during the period. The
calculation of diluted profit/(loss) per share is based on the
profit/(loss) after tax on the weighted average number of ordinary
shares in issue plus weighted average number of shares that would
be issued if dilutive options, restricted stock units and warrants
were converted into shares. Basic and diluted profit/(loss) per
share is calculated as follows:
30 June 30 June 31 December
2023 2022 2022
GBP'000 GBP'000 GBP'000
--------------------------------------------------- -------- -------- -----------
Profit/(loss) after tax from continuing operations (8,630) 8,601 4,973
--------------------------------------------------- -------- -------- -----------
million million million
------------------------------------------ ------- ------- -------
Weighted average shares in issue 1,849 1,650 1,752
Dilutive potential ordinary shares - 9 7
------------------------------------------ ------- ------- -------
Diluted weighted average number of shares 1,849 1,659 1,759
------------------------------------------ ------- ------- -------
Pence Pence Pence
----------------------------------------------------------- ------ ----- -----
Basic profit/(loss) per share from continuing operations (0.47) 0.52 0.28
----------------------------------------------------------- ------ ----- -----
Diluted profit/(loss) per share from continuing operations (0.47) 0.52 0.28
----------------------------------------------------------- ------ ----- -----
4. Property, plant and equipment
30 June 30 June 31 December
2023 2022 2022
GBP'000s GBP'000s GBP'000s
----------------------------- ---------- ---------- ------------
Cost
At start of period 164,061 145,361 145,361
Additions 969 795 1,932
Disposal - (3) (3)
Exchange adjustments (7,179) 16,119 16,771
At end of period 157,851 162,272 164,061
----------------------------- ---------- ---------- ------------
Impairment and depreciation
At start of period 699 5,695 5,695
Charge/(reversal) for period 4,309 (5,377) (5,591)
Disposal - (2) (2)
Exchange adjustments (121) 325 597
----------------------------- ---------- ---------- ------------
At end of period 4,887 641 699
----------------------------- ---------- ---------- ------------
Net book amount 152,964 161,631 163,362
----------------------------- ---------- ---------- ------------
Change in estimation
The discount rate and forecast gas price are significant
estimates used by the Company to determine the recoverable amount
when undertaking impairment testing of the Company's TE-5 Horst
concession. The Company has taken account of changes in market
conditions and certain corporate parameters during the period and
accordingly revised the discount rate to 11.6% as at 30 June 2023
from 12.5% at 31 December 2022. The Company at 31 December 2022
used an average of forecast gas price referenced to the Title
Transfer Facility ("TTF") in the Netherlands and the UK National
Balancing Point ("NBP") for pricing the forecasted uncontracted gas
sales volumes for impairment testing. At 30 June 2023 the Company
has used average TTF prices only since future gas sales contracts
the Company is likely to enter into are expected to be priced in
reference to TTF and in addition, the Company received an
indicative non-binding gas pricing term sheet referenced to TTF.
For the impairment testing, the average TTF gas price projections,
from leading independent industry consultants, used for the period
to 2032 (and increasing at 2% inflationary rate thereafter) was
15.03 US$/MMBtu. The average TTF and NBP gas price projections for
the period to 2032 was 14.45 US$/MMBtu.
After taking account of the changes to the discount rate and
referenced forecast gas price, an impairment charge of
approximately GBP4.2 million (net of foreign exchange movements)
has been recognised.
5. Intangibles
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
---------------------------- ----------- ----------- ------------
Cost
At start of period 46,969 42,556 42,556
Additions 400 401 836
Exchange adjustments (1,573) 3,466 3,577
---------------------------- ----------- ----------- ------------
At end of period 45,796 46,423 46,969
---------------------------- ----------- ----------- ------------
Impairment and Depreciation
At start of period 10,962 10,958 10,958
Charge for period 14 - 14
Exchange adjustments (14) 31 (10)
---------------------------- ----------- ----------- ------------
At end of period 10,962 10,989 10,962
---------------------------- ----------- ----------- ------------
Net book amount 34,834 35,434 36,007
---------------------------- ----------- ----------- ------------
6. Prepayments
Non-current prepayment of GBP4.1 million relates to activities
of the Company's Phase 1 mLNG Project in the Concession.
7. Tax liabilities
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
------------------------ ----------- ----------- -------------
Current liability
Taxes payable - - 126
------------------------ ----------- ----------- -------------
- - 126
------------------------ ----------- ----------- -------------
Non-current liability
Taxes payable 1,534 - 1,505
------------------------ ----------- ----------- -------------
1,534 - 1,505
------------------------ ----------- ----------- -------------
The Group had tax cases where Morocco Tax Authority had claimed
taxes relating to the Group historical licences transfers and
intragroup transactions. In May 2023, the Company entered into a
settlement agreement with Morocco Tax Authority on a phased payment
schedule back ended over 6 years. The amount paid on entry into the
settlement agreement was approximately GBP124k (after taking
account of exchange rate movements). The discounted non-current
liability amounted to approximately GBP1.5 million as at 30 June
2023.
8. Loans and borrowings
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
---------------------- ----------- ----------- -------------
Current liability
Secured bonds 2,122 - 1,121
---------------------- ----------- ----------- -------------
2,122 - 1,121
---------------------- ----------- ----------- -------------
Non-current liability
Secured bonds 19,652 20,941 20,855
Loan note- Afriquia 8,083 6,330 8,213
Convertible bonds 1,353 - -
---------------------- ----------- ----------- -------------
29,088 27,271 29,068
---------------------- ----------- ----------- -------------
The Company has EUR25.32 million secured bonds (the "Bonds").
The Bonds mature on 21 December 2027. The outstanding principal
amount of the Bonds will be partially settled, at a rate of 5%
every six months, commencing on 21 December 2023. The Bonds bear
until maturity 2% cash interest paid per annum and 3% deferred
interest per annum to be paid at redemption. The Company has the
right, at any time until 21 December 2024, to redeem the Bonds in
full for 70% of the principal value then outstanding together with
any unpaid interest at the date of redemption. The Company issued
to the Bondholders 99,999,936 warrants to subscribe for new
ordinary shares in the Company at an exercise price of 2.75 pence
per share. The warrants expire on 21 December 2027. The Bonds are
secured on the issued share capital of Sound Energy Morocco South
Limited. After taking account of the terms of the Bonds, the
effective interest is approximately 6.2%.
The Company has drawn down $9.5 million from the Company's $18.0
million 6% secured loan note facility with Afriquia Gaz maturing in
December 2033 (the "Loan"). The drawn down principal bears 6%
interest per annum payable quarterly but deferred and capitalised
semi-annually until the second anniversary of the issue of Notice
to Proceed. Thereafter, principal and deferred interest will be
repayable annually in equal instalments commencing December 2028.
The loan is secured on the issued share capital of Sound Energy
Meridja Limited. The effective interest on the drawdown amount is
approximately 6.2%.
In June 2023, the Company issued GBP2.5 million convertible
bonds from a senior unsecured convertible bond facility of up to
GBP4.0 million. The GBP2.5 million Convertible bonds have a fixed
conversion price of 2.25 pence per ordinary share. The term of the
Convertible bonds is 5 years from drawdown date, with interest of
15% per annum payable bi-annually in cash or capitalised to the
principal, at the Company's election.
Other key terms of the Convertible bonds ("Bonds") are:
1) Issue price and redemption price on maturity is 100% of par value;
2) Early redemption/change of control: callable in cash by the
Company at any time after drawdown or in the event of a change of
control of the Company at 110% of par value together with all
unpaid interest. If the Bonds are redeemed by the Company, the
maximum amount of future interest payable by the Company in respect
of any early redemption occurring on or prior to the second
anniversary will be 15% of the Bonds and after second anniversary,
10% of the Bonds;
3) Convertible into the Company's ordinary shares at the fixed
conversion price. Upon conversion, interest shall be rolled up and
paid as if the Bonds were held to the redemption date, with such
interest convertible at the lower of the applicable fixed
conversion price and the average of the 5 daily value weighted
average price calculations selected by the holder out of the 15
trading days prior to the conversion date;
4) The Company issued to Bonds holders 33,333,333 warrants to
subscribe for new ordinary shares in the Company at an exercise
price of 2.25 pence per ordinary share with a term of 3 years.
.
9. Shares in issue and share based payments
As at 30 June 2023, the Company had 1,860,106,895 ordinary
shares in issue.
Share issues during the period
In June 2023, the Company issued 11,404,211 shares to third
party advisers being settlement for services provided relating to
the Company's convertible bonds issue.
Warrants
In June 2023 as part of the Convertible bonds issue, the Company
issued warrants to Convertible bonds holders and advisors over a
total of 40,476,190 ordinary shares exercisable at 2.25 pence per
share for a period of 3 years.
10. Post Balance Sheet events
In July 2023, the Company announced that it has received
conversion notices to issue 22,222,222 Ordinary Shares ("Shares")
at a conversion price of 2.25 pence per Share under its Convertible
bonds agreement ("Partial Conversion"). The Partial Conversion
reduced the amount owing on the Convertible bonds by GBP500,000,
with GBP2,000,000 remaining.
In September 2023, the Company announced that it has received
conversion notices to issue 22,222,221 Shares at a conversion price
of 2.25 pence per Share as a Partial Conversion. The Partial
Conversion reduced the amount owing on the Convertible bonds by
GBP500,000, with GBP1,500,000 remaining.
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END
IR NKKBKKBKBOCB
(END) Dow Jones Newswires
September 21, 2023 02:00 ET (06:00 GMT)
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