GEX Georgina Energy Plc

CONSOLIDATED STATEMENT OF CASHFLOWS

for the period ended 31 July 2024

The accompanying notes form an integral part of the financial information.

NOTES TO THE FINANCIAL INFORMATION

1.    GENERAL INFORMATION

The Company was incorporated on 28 January 2013 in England and Wales as a limited company, limited by shares and with Registered Number 08377465 under the Companies Act 2006. The Company's registered office address is 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF, United Kingdom.

On 30 July 2024, the Company completed the acquisition of the then named company Georgina Energy plc (since renamed Georgina Production Limited) in a share for share transaction constituting a reverse takeover under the listing rules.  The compinged Group was readmitted to the trading on the London Stock Exchange Main market on 30 July 2024.

The Combined Group, via the Company's subsidiary undertakings, holds exploration licences and entitlements to acquire an interest in exploration licences in Australia specifically targeting helium, hydrogen and natural gas.

Other than the Directors the company did not have any staff.

2.    ACCOUNTING POLICIES

Basis of preparation

The principal accounting policies adopted by the Group in the preparation of the Company Financial Information are set out below.

The financial statements have been prepared in accordance with Uk adopted International Accounting Standards and IFRIC interpretations ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.

The Group Financial Information has been presented in Pounds Sterling, being the functional currency of the Company.  The Group includes subsidiaries whose functional and reporting currency is Australian Dollars, giving rise to a currency translation reserve on translation of the assets, liabilities, reserves and performance for the period into the Group reporting currency on consolidation.

The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Company's accounting policies. The Company's accounting policies as well as the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Company financial statements are disclosed in the audited annual report for the year ended 31 January 2024 and are available on the Company's website.

In the opinion of the management, the interim unaudited financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 January 2024.

Acquisition of Subsidiary in the Period

On 30 July 2024, the Company acquired 100% of the shares in issue of Georgina Energy plc (thereafter renamed "Georgina Production Limited") for the allotment of new shares in the Company to the vending shareholders of the acquired entity.  Under the listing rules, the transaction constituted a reverse takeover.

It is the opinion of the directors that, at the date of the above transaction, neither the Company nor the acquired subsidiaries met the definition of a "business" under IFRS 3 and therefore that the transaction is outside the scope of the standard and cannot be accounted for as a business combination.

Where the parties to an acquisition fail to satisfy the definitions of a business as defined by OFRS 3, management have decided to adopt a "merger accounting" method of consolidation as the most relevant method to be used.  The approach adopted by the Group in applying merger accounting is as follows:

·      The acquired assets and liabilities are recorded at their existing carrying values rather than at fair value;

·      No goodwill is recorded;

·      All intra-group transactions, balances and unrealised gains and losses on transactions are eliminated from the beginning of the first comparative period;

·      Comparative periods are restated from the beginning of the earliest comparative period presented based on the assumption that the companies have always been combined;

·      All pre-acquisition accumulated losses of the legal acquiree are assumed by the Group as if the companies have always been combined;

·      All the share capital and share premium of the companies included in the legal acquiree sub-group less the Company's cost of investment into these companies are included into the merger reserve; and

·      The Company's share capital, premium and shares to issue reserves are restated at the preceding reporting date to reflect the value of the new shares and reserves that would have been created to acquire the merged company had the merger taken place at the first day of the comparative period.  Where new shares have been issued during the current reporting period that increase net assets (other than as consideration for the merger), these are recorded from their actual date of issue and are not included in the comparative statement of financial position.

Going Concern

On 30 July 2024, the Company completed the acquisition of Georgina Energy plc (subsequently named "Georgina Production Limited") resulting in the combined group holding exploration licences in Australia, specifically targeting helium, hydrogen and natural gas.  As part of the readmission process, the Company undertook an institutional placing of new shares for £5 million before expenses, which the directors have determined is sufficient to fund the near term exploration work program for the licences, as well as meet the working capital requirements of the business over this period.

The directors have further considered that, to the extent further funding is required for the business to continue meeting its obligations as they fall due, the Company retains the capacity to undertake further institutional fundraising activity, either through the placing of further ordinary shares or entering into potential debt arrangements, such that the directors are satisfied that the Group will be able to continue to meet its financial obligations for the foreseeable future.

As a consequence, the directors are satisfied that the production of these financial statements on the going concern basis is justified and appropriate.

3.    DIRECTORS' EMOLUMENTS

Directors emoluments during the period has been as follows:

Directors' remuneration charged in the current period is for settlement of fees relating to services over a period of approximately three years during which no accrual had been charged for such fees due to the lack of operational activity over this time.

4.    FINANCIAL RISK MANAGEMENT

The Company uses a limited number of financial instruments, comprising cash and various items such as trade payables, which arise directly from operations. The Company does not trade in financial instruments.

Financial risk factors

The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

(a) Credit risk

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

(b) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash, the Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment.

Fair values

Management assessed that the fair values of cash trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

5.    CAPITAL MANAGEMENT POLICY

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of equity attributable to equity holders of the Company, comprising issued share capital and reserves.

6.    FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise cash and cash equivalents, prepayments and other receivables, trade and other payables, borrowings and lease liabilities. The Company does not use financial instruments for speculative purposes.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

7.    EARNINGS PER SHARE

The loss per share has been calculated using the loss for the year and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as amended for the merger accounting applied to the reverse acquisition in the period whereby the shares issued in consideration for the acquisition have been recognised as if they had been issued at the start of the comparative period.

Fully diluted earnings per share, taking account of the warrants in issue as at the reporting date, has not been prepared as the Company is loss making and the effects of these warrants is antidilutive.

8.    SHARE CAPITAL

As at 31 July 2023

Ordinary shares of £0.01 each

As at 31 July 2024

Ordinary shares of £0.05 each

On 30 July 2024, the Company undertook a 1 for 5 share consolidation whereby 1 new ordinary share of £0.05 each was issued for every 5 ordinary shares of £0.01 each held.

As at 31 July 2024, the Company had 35,126,610 warrants in issue exercisable at prices ranging from  £0.0875 per share to £0.16 per share and expiries ranging from 30 July 2026 to 30 July 2027.

9.    TRADE & OTHER RECEIVABLES

*Share subscription receivables comprise amounts due to be received from subscribers for new ordinary shares following a placing of £5 million before costs and allotment of the relevant shares to subscribers on 30 July 2024.  All amounts due from subscribers were received in the month of August 2024.

10.  RELATED PARTY TRANSACTIONS

Key management are considered to be the directors, and the key management personnel compensation has been disclosed in note 3.

11.  POST BALANCE SHEET EVENT

On 22 August 2024, the Company formerly changed its name from "Mining, Minerals & Metals plc" to "Georgina Energy plc".

On 25 September 2024, the Company allotted 580,000 new ordinary shares at a price of 12.5 pence per share as consideration for services provided to the company by various suppliers.

On 17 October 2024, the Company announced the increase in its estimated recoverable volumes on its Hussar prospect by approx. 20% across the three commodity classes of helium, hydrogen and natural gas.

12.  ULTIMATE CONTROLLING PARTY

At 31 July 2024, there was no ultimate controlling party.