United
Oil & Gas PLC / Index: AIM / Epic: UOG / Sector: Oil &
Gas
25 June 2024
United
Oil and Gas plc
("United"
or "the Company")
Final audited results for the
year ended 31 December 2023 and Notice of AGM
United Oil & Gas Plc (AIM:
"UOG"), the oil and gas company with a high impact exploration
asset in Jamaica and a development asset in the UK is pleased to
announce its audited results for the year ended 31 December
2023.
Brian Larkin, CEO,
commented:
"2023 was a transitional year for United, starting with the
conditional sale of Quattro in January 2023 which ultimately was
terminated in November 2023 due to the inability of Quattro to
raise the funds to finalise the deal and the licence expiring at
the end of November 2023.
Egypt delivered steady production throughout the year with
several wells successfully drilled and brought into production. We
maintained the record of zero LTI's, TRIR's and only
a minor environmental incident.
Due to the declining economic situation in Egypt and the
outbreak war in Gaza and the ongoing issues in repatriating USD
dollars, the company made the strategic decision to divest from
Egypt in late 2023. The company was in advanced discussions with
the operator regarding the potential sale of our 22% interest in
the Abu Sennan concession. However, the discussions were aborted
with the operator following legal advice, notwithstanding attempts
to agree a mutual acceptable sale and purchase agreement. In
January 2024, we received a default notice for unpaid cashcall of
$3.8m from the operator which we did not remedy. This has started a
process which will lead to the Company withdrawing from the Abu
Sennan Concession.
As we move into 2024, the company was granted a two-year
extension to the Jamaican licence which extends it out to 31
January 2026. We appointed a Jamaican country manager in February
2024 to support the current work programme, further strengthening
our team focused on Jamaica, Iman Hill was appointed as a
consultant in April 2024 to support the progress of the Jamaican
project and particularly the farmout of the
licence.
The successful £1 million equity placing will allow the United
to move with the farmout programme for Jamaica and advance the work
programme.
At the start of April 2024, we were granted a five-year
extension to the Waddock Cross licence in which we hold 26.25%
interest, which allows us to move towards the preparation of
drilling a well during 2025.
United is well placed to capitalise on emerging opportunities
within the oil and gas market and advance our 2024 work programme
aim at delivering long term value to our shareholders aligned with
securing a farm out partner in Jamaica and potential acquisition of
growth assets."
Operational summary
· Group
full-year 2023 production averaged 1,015 boepd net in line with
guidance
· 2023
Egypt work programme completed, consisting of two development
wells, two exploration wells, and several workovers
· Safety
and the environment: Zero lost time incident frequency rate. A
minor environmental spills, no restricted work incidents or medical
treatment incidents
· In
Jamaica, the completion of additional technical studies that
were agreed as part of the licence extension have provided
additional positive support to the farm-out process
· Post
year end, we received a default notice from the operator for unpaid
cash call of $3.8m, which was not remedied and we are in the
process of withdrawing from the concession.
Financial summary
· Group
revenue (discontinued operations) for full year 2023 was
$11.6m(1) (2022 : $15.8m)
· The
average realised oil price per barrel from Egypt achieved was
approx. $81.38/bbl (2022 : $96.10/bbl)
· Gross
profit (discontinued operations) $6.2m (2022: $12.9m)
· Loss
after tax ($20.4m) (2022: Profit $2.3m)
· Group
Cash balances as at 31 December 2023 were $2.0m with Net cash $0.8m
(2022 Cash balances $1.4m : Net Debt $1.5m)
· Cash
capital expenditure was $6.2m (2022 : $8.6m)
· Receivables of $2m (2022 : $4.4m) ($50k was received in
January 2024 and $1m in April 2024)
(1)22% working interest net of Government Take
Corporate summary
· Resignation of Jonathan Leather as a Director of the Company
effective 31 August 2023
· Termination of Quattro sale process, and hand back of Maria
Licence to North Sea Transition Authority ('NSTA') November
2023
· Resignation of Peter Dunne from the Company on 31 December
2023 and from the Board and Company Secretary effective 15 December
2023
· Simon
Brett appointed as Interim Chief Financial Officer November 2023
and Company Secretary effective 15 December 2023
· Two
year licence extension for Walton Morant from the
Jamaican Ministry of Science, Energy,
Telecommunications and Transport ('MSETT') through to
2026.
· £1m
equity raise in March 2024
· Appointment of Iman Hill as consultant for Jamaica & five
year licence extension secured for Waddock Cross , onshore UK April
2024
· Settlement agreement terms reached with our Debt provider in
May 2024
· The
Company initiated a full review of its G&A expenditure in late
2023 and has commenced a programme to reduce these costs in 2024
compared to 2023
Outlook
· Farm-out campaign for the Walton Morant licence, Jamaica,
continues to accelerate with the appointment of Iman
Hill
· The
work programme on Jamaica is being advance with the appointment of
the Jamaican Country Manager
· Finalisation of withdrawal from the Abu Sennan
Concession
· Continued evaluation of new opportunities in the Greater
Mediterranean area, United Kingdom and North and West Africa
regions to grow the business in line with the strategy
Notice of Annual General Meeting
("AGM")
The Company also announces that its
AGM, at which shareholders will have the opportunity to consider
the Serious Loss of Capital under section 656 of the Companies Act
2006, will be held at the offices of Laytons ETL, Yarnwicke,
1st Floor, 119-121 Cannon Street, London, EC4N 5AT at
11.00 a.m. on 14 August 2024
The Annual Report & Accounts
the year ended 31 December 2023, Notice of AGM, and a Form of Proxy
will be posted to shareholders and shortly be available on the
Company's website at
https://www.uogplc.com/investors/reports-cpr/
ENDS
This announcement contains inside
information for the purposes of Article 7 of Regulation
2014/596/EU which is part of domestic UK law
pursuant to the Market Abuse (Amendment) (EU Exit) regulations
(SI 2019/310).
Enquiries
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United Oil & Gas Plc
(Company)
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Brian Larkin, CEO
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brian.larkin@uogplc.com
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Beaumont Cornish
Limited (Nominated Adviser)
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Roland Cornish | Felicity
Geidt | Asia Szusciak
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+44 (0) 20 7628 3396
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Shard Capital Limited (Joint
Broker)
Damon Heath | Isabella
Pierre
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+44 (0) 207 186 9900
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Tennyson Securities (Joint
Broker)
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Peter Krens
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+44 (0) 020 7186 9030
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Optiva Securities
Limited (Joint Broker)
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Christian Dennis
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+44 (0) 20 3137 1902
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Camarco (Financial
PR)
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Andrew Turner | Emily Hall |Sam
Morris
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+44 (0) 20 3757 4980
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("Beaumont Cornish") is the Company's Nominated Adviser
and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its
responsibilities under the AIM Rules for Companies and AIM Rules
for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
Notes to Editors
United Oil & Gas is an oil
and gas company with a development asset in the UK and a high
impact exploration licence in Jamaica.
The business is led by an
experienced management team with a strong track record of growing
full cycle businesses, partnered with established industry players
and is well positioned to deliver future growth through portfolio
optimisation and targeted acquisitions.
United Oil & Gas is listed on the AIM market of the London Stock Exchange. For further information
on United Oil and Gas please visit www.uogplc.com
CHAIR'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER
2023
Dear Shareholders,
Introduction
As we reported in September 2023 when
announcing our Half-year results, the year started positively for
the company. We made progress across our portfolio and evaluated
new venture opportunities. We continued our successful drilling
campaign in Egypt, with an impressive health and safety record, and
we continued to receive a small portion of our receivables in USD
despite a challenging macroeconomic environment. Discussions
with potential farm-in partners for our Jamaica exploration asset
were progressing well and the outlook for a successful sale of our
Maria asset to Quattro looked favourable.
The second half of 2023, however saw
the emergence of major headwinds for the company. The macroeconomic
environment in Egypt worsened considerably, partly from the
knock-on effects of the war in Gaza, leading to issues with
receiving payments in USD. Although we were paid in EGP,
substantial foreign exchange costs were incurred when repatriating
these funds. In the UK, against a backdrop of regulatory and fiscal
challenges, Quattro were unable to raise sufficient funds to
complete the purchase of Maria and the licence expired in November.
In Jamaica the counterparty with whom we had been in farm out
discussions withdrew from the process.
The combination of these developments
put the company's financial position under considerable strain and
eventually this led to the Operator of the Egyptian assets issuing
a default notice to the company which I comment on later.
Despite these uncertainties and challenges the management team
continued to engage in constructive discussions with the Government
of Jamaica and explored ways of maximising value from our Waddock
Cross development asset in the UK.
In the latter part of 2023, the
Company made the decision to divest Egypt, given the economic
uncertainties in Egypt and the company's view of the future capex
requirements on the Abu Sennan assets, we engaged in discussions
with the operator to sell the asset.
Post year end
In January 2024, the operator
proceeded to issue the company with a default notice for unpaid
cash calls of $3.8 million, which started a process which will
eventually lead to the company withdrawing from the Abu Sennan
concession. Discussions on an agreement had reached a very advanced
stage but the negotiations were aborted based on legal advice the
company received, notwithstanding attempts by the company to agree
mutually acceptable terms.
In Jamaica, the considerable
efforts of the management team bore fruit when in January the
company announced that terms of a two year extension to the
exploration period of the Walton Morant licence had been agreed,
which re-invigorated the company's efforts to find one or more
suitable farm-in partners. In the UK, Egdon Resources, the operator
of Waddock Cross announced in March that it had received a five
year extension to the current phase of the licence, and they were
progressing plans to restart production - a very promising
development.
Against this backdrop, and in
particular to provide funds to progress the Jamaican work programme
commitment, the company completed a fundraising of £1 million in
March 2024. We thank our existing shareholders for supporting this
fundraising and we welcome our new shareholders to what we believe
will be an exciting new phase in the company's journey.
Strategy
Our immediate focus is progressing
the farm-out of our Jamaican exploration asset, while continuing to
engage with Egdon on the plans for Waddock Cross. At the same time
however, we continue to receive and evaluate many opportunities to
grow our business and we keep an open mind on those possibilities
where value-adding for shareholders while not being distracted from
our current focus on Jamaica and the UK.
Board and governance
Jonathan Leather stepped down as
COO and Executive Director in August 2023 but continued to provide
support to the company as a consultant until recently, particularly
in relation to Jamaica. Jonathan played a key role in the Company's
evolution and we wish him every success in the future.
Peter Dunne stepped down as CFO and
Executive Director at the end of 2023 to take up a prestigious CFO
role in Ireland and we also wish him every success in that
endeavour. Peter made an outstanding contribution to the company
and we are very grateful to him for supporting a smooth transition
to Simon Brett who was appointed as Interim CFO in November. Simon
brings to United a wealth of sectoral and public market
experience.
Dialogue with
shareholders
Shareholders' views on the company,
its strategy, and indeed all aspects of our business and operations
are very important to the Board and we welcome every opportunity to
engage. I can be reached via the Company Secretary at
info@uogplc.com.
Conclusion and outlook for
2024
2023 started well but proved to be
a very challenging year for the company and I would like to express
my gratitude to our executives and all staff for their loyalty and
commitment in such times.
The early months of 2024 have seen
some very positive changes with our successful fundraising allowing
us to progress the work commitment and farm-out negotiations in
Jamaica and more generally to pursue our strategy. We look forward
positively to the year ahead.
Graham Martin
Chair
Chief Executive Officer's Review
Well-positioned to capitalise on emerging
opportunities
Operational Highlights
United has had a year of change, from
taking the decision to terminate the agreement with Quattro on the
Maria discovery, the decision to divest out of Egypt and a refocus
on our core assets in Jamaica and the UK. During 2023, in Egypt,
our Abu Sennan license continued steady levels of production,
contributing robustly to the Company's overall performance, however
continued to be impacted by the Egyptian economic situation. Our
exploration endeavours in Jamaica have shown promising signs of
potential, with ongoing activities aimed at unlocking the
considerable resource potential of this exciting frontier. Onshore
UK, our interest in the Waddock Cross licence is progressing well,
with the operator Egdon Resources forging ahead with a programme to
restart production from this oil field.
Maria Discovery
In early 2023, we reached an
agreement with Quattro to conditionally sell the Maria Discovery
which was subject to raising the necessary finance. This disposal
was in line with our strategic decision to monetise non-core
assets. We granted a number of extensions to the timeline for
Quattro to be able to complete the sale. However, with the wider
political headwinds and challenges in the market, Quattro was
unable to raise the necessary finance. The conditional sale of
Maria to Quattro was terminated as a result and the subsequent exit
from the licence, which was finalised during the year, was executed
in line with our disciplined approach to portfolio management and
capital allocation. It allowed our team to focus more on
progressing talks with parties interested in Jamaica, and the
unfolding economic situation in Egypt. Looking ahead, we are
excited to get back to the roots of United, and the strategy that
propelled the company to success in its early years, which is the
cycle of acquiring assets, adding value and then monetising them
for more than our initial investment.
Waddock Cross - providing exposure to
onshore UK
During the latter part of the year,
we progressed talks with the operator of Waddock Cross, Egdon
Resources, to develop a programme for restarting production. The
previously completed reservoir modelling is encouraging, estimating
a significant Stock Tank Oil Initially in Place volume of 57
million barrels of oil, with potential for a new horizontal well
that could yield 500 -800 barrels of oil per day gross with
approximately 1 million barrels of gross oil recoverable when
redeveloped. Following the announcement in early 2024 of a licence
extension of 5 years, we continue to progress plans for the
redevelopment of Waddock Cross, which has the potential to provide
a low-risk, high-margin opportunity for the Company as we continue
to explore future growth.
Abu Sennan - provided steady
production throughout the year
Our operations at the Abu Sennan
licence continued to deliver steady production throughout the year,
with a number of wells successfully drilled and brought into
production. Due to the declining economic situation within the
country, receivables continued to be an issue. This, coupled with
the ongoing economic unrest in Egypt, led to the Company making the
strategic decision to divest from Egypt in late 2023 and the
company was in advanced discussions with the operator regarding the
potential sale of the 22% interest in the concession. However,
discussions were aborted with the operator following legal advice,
nothwithstanding attempts to agree a mutual acceptable sale and
purchase agreement. In January 2024, we received a default notice
from the operator for a cash call for the sum of $3.8 million which
we did not remedy. This started a process which will eventually
lead to the Company withdrawing from the Abu Sennan.
Operational Highlights
United has had a year of change, from
taking the decision to terminate the agreement with Quattro on the
Maria discovery, the decision to divest out of Egypt and a refocus
on our core assets in Jamaica and the UK. During 2023, in Egypt,
our Abu Sennan license continued steady levels of production,
contributing robustly to the Company's overall performance, however
continued to be impacted by the Egyptian economic situation. Our
exploration endeavours in Jamaica have shown promising signs of
potential, with ongoing activities aimed at unlocking the
considerable resource potential of this exciting frontier. Onshore
UK, our interest in the Waddock Cross licence is progressing well,
with the operator Egdon Resources forging ahead with a programme to
restart production from this oil field.
Maria Discovery
In early 2023, we reached an
agreement with Quattro to conditionally sell the Maria Discovery
which was subject to raising the necessary finance. This disposal
was in line with our strategic decision to monetise non-core
assets. We granted a number of extensions to the timeline for
Quattro to be able to complete the sale. However, with the wider
political headwinds and challenges in the market, Quattro was
unable to raise the necessary finance. The conditional sale of
Maria to Quattro was terminated as a result and the subsequent exit
from the licence, which was finalised during the year, was executed
in line with our disciplined approach to portfolio management and
capital allocation. It allowed our team to focus more on
progressing talks with parties interested in Jamaica, and the
unfolding economic situation in Egypt. Looking ahead, we are
excited to get back to the roots of United, and the strategy that
propelled the company to success in its early years, which is the
cycle of acquiring assets, adding value and then monetising them
for more than our initial investment.
Waddock Cross - providing exposure to
onshore UK
During the latter part of the year,
we progressed talks with the operator of Waddock Cross, Egdon
Resources, to develop a programme for restarting production. The
previously completed reservoir modelling is encouraging, estimating
a significant Stock Tank Oil Initially in Place volume of 57
million barrels of oil, with potential for a new horizontal well
that could yield 500 -800 barrels of oil per day gross with
approximately 1 million barrels of gross oil recoverable when
redeveloped. Following the announcement in early 2024 of a licence
extension of 5 years, we continue to progress plans for the
redevelopment of Waddock Cross, which has the potential to provide
a low-risk, high-margin opportunity for the Company as we continue
to explore future growth.
Abu Sennan - provided steady
production throughout the year
Our operations at the Abu Sennan
licence continued to deliver steady production throughout the year,
with a number of wells successfully drilled and brought into
production. Due to the declining economic situation within the
country, receivables continued to be an issue. This, coupled with
the ongoing economic unrest in Egypt, led to the Company making the
strategic decision to divest from Egypt in late 2023 and the
company was in advanced discussions with the operator regarding the
potential sale of the 22% interest in the concession. However,
discussions were aborted with the operator following legal advice,
nothwithstanding attempts to agree a mutual acceptable sale and
purchase agreement. In January 2024, we received a default notice
from the operator for a cash call for the sum of $3.8 million which
we did not remedy. This started a process which will eventually
lead to the Company withdrawing from the Abu Sennan
Concession. We received a couple of
payments from Egyptian General Petroleum Corporation of USD $50
thousand in January 2024, and a further $1 million during April
2024, which was allocated as part of the settlement agreement terms
which was reached with our debt provider. This strategic
realignment allows the Company to concentrate its resources and
expertise on its licenses in Jamaica and onshore UK, where
significant opportunities for growth and value creation
exist.
Jamaica - a transformational asset
with significant support from government
We remain confident that the Walton
Morant licence has the potential to be transformational for United.
During 2023, our exploration activities progressed steadily, with
encouraging signs of hydrocarbon potential in this emerging
frontier, and a number of high-calibre organisations continuing to
show interest in partnering with us to bring this highly
prospective asset into production. Our ongoing efforts are focused
on delineating and de-risking the prospectivity, leveraging
advanced technologies and geological insights to unlock value in
this promising basin. We remain aligned with the Jamaican
Government and committed to demonstrating the huge potential this
area has for significant levels of hydrocarbons. The 2024 work
programme is well underway, and we continue to work with
stakeholders in Jamaica to ready the asset for the entry of a farm
out partner.
Financial Performance
2023 was a challenging operating
environment, United results reflect the impact of the writedown of
the Egyptian asset of circa $20 million, resulting in a loss for
the year. We have maintained our disciplined cost management,
operational efficiencies, and strategic divestments enabled us to
navigate market uncertainties.
Outlook and Future
Prospects
United is well-positioned to
capitalise on emerging opportunities within the oil and gas market
and advance our 2024 work programme aimed at delivering long-term
value to our shareholders aligned with securing a farm out partner
in Jamaica and potential acquisition of growth assets.
Our asset portfolio, operational
expertise, and commitment to sustainable growth underpin our
confidence in navigating the evolving energy landscape. As we look
forward, and to where we are now in 2024, we now have the
opportunity to focus on our core assets, and have the capacity to
focus on growth through the acquisition and development of
prospective assets, underpinned by our ownership of the highly
prospective Walton Morant licence and our onshore UK
asset.
We are focused on executing our
strategic priorities, driving operational excellence, and
maximizing shareholder returns. I would like to express my sincere
gratitude to our shareholders, employees, partners, and
stakeholders for their unwavering support and dedication, as we
embark on the next phase of our growth journey.
The Group and Company has sufficient
resources for the twelve months from the date of signing. However,
the directors have considered various matters and concluded that a
material uncertainty exists which is discuss further in the going
concern disclosure.
Brian Larkin
Chief Executive Officer
REVIEW OF OPERATIONS
Zero LTI's, TRIR's incidents and a
minor environmental incident
Introduction
2023 was an active year for United
with drilling and workover activities in Egypt, technical work
programmes execution in Jamaica and the UK, licence management,
farmout and divestment activities in all three jurisdictions. It
was a year of transition with the company's Chief Operations
Officer, Dr Jonathan Leather, stepping back from board activity at
the end of August 2023. Dr Leather continued in a technical
advisory capacity through the rest of the year to assist the
company's activities, particularly in Jamaica. United continued its
record of zero LTI's, TRIR's and one minor environmental incidents.
The company had an average daily net production of 1,015 boepd
during 2023, with all production coming from the company's interest
in the Abu Sennan Concession in Egypt.
Walton Morant Licence - (100% working
interest)
The Walton Morant licence is a
22,400km2 offshore exploration block situated to the south of the
island of Jamaica. Although considered to be a frontier exploration
licence, it benefits from excellent data coverage, including
2,250km2 of 3D data, and this has helped define multiple plays, and
material prospectivity within the acreage. Over 7 billion barrels
of mean/mid-case recoverable unrisked potential prospective
resources have been identified within the Walton Morant Licence
area. This estimation is based on United's arithmetic sum of the
mean/mid-case prospective resources for each prospect and lead
identified by United and previous operators. The area includes over
21 prospects and leads, each containing more than 100 million
barrels of oil. The largest of which potentially contains more than
1.1 billion barrels mid case prospective resource
recoverable.
There are 11 high grade prospects and
leads included in the Gaffney Cline and Associates Prospective
Resources Report which contains over 2.4 billion barrels of
recoverable unrisked mean prospective resources potential,
containing several 3D-definedprospects and 2D leads.
Through 2023, United continued to
execute the agreed 2022-2024 technical work programme, which was
completed within the timeframe of the extension period. United
continued to constructively engage with the Jamaican Ministry of
Science, Energy, Telecommunications and Transport (MSETT)
throughout 2023. In early 2024, United announced an agreement with
MSETT to extend the Initial Exploration Phase of the licence for a
further 2 years in exchange for an additional, cost-effective
technical work programme. This consists of a piston coring survey
and seismic reprocessing and is aimed at further derisking the
prospectivity seen. This technical work is underway, and in early
2024 United appointed a Country Manager to, amongst other tasks,
assist in permitting and operational planning ahead of the piston
coring survey. The licence now runs until January 2026 before a
"drill-or drop" decision is required to move into the Second
Exploration Phase of the licence, a 2-year phase that carries a
well commitment.
United continues to run a farm-out
campaign to attract partners to the Licence and its undoubted
potential. The farm-out campaign remains a key focus for United as
we seek to move this potentially transformational project forward.
Both Envoi Ltd and Energy Advisors Group (EAG) have continued to be
engaged as advisors on the farm-out process with a view to
attracting potentially interested parties to the opportunity.
United are in discussions with a number of companies who have
expressed an interest in the opportunity, and United remain
confident of attracting a partner to the Licence.
UK
Onshore Waddock Cross Oil Field (26.25% Non-Operated Working
Interest)
United currently hold a 26.25%
non-operated working interest in the Waddock Cross oil field
redevelopment project, which is located onshore southern UK in
Dorset. The field redevelopment is located ~12 km west of the
Wareham oilfield, and ~15km west of the giant Wytch Farm Oil Field,
which is one of the largest onshore oilfields in western Europe.
The project is operated by Egdon Resources who are highly
experienced in operating oil and gas exploration and production
activities onshore UK.
Waddock Cross was the first asset
United Oil & Gas acquired in 2016, shortly after the company
was set up, and is a key asset for the company. Reservoir modelling
work recently completed by the operator estimates that Waddock
Cross contains a significant Stock Tank Initial in Place oil volume
of 57 mmbbls. A new well with a horizontal section in the reservoir
could yield commercial oil production of between 500 and 800 bopd
and such a horizontal well could ultimately result in the recovery
of around 1 mmbbls of gross oil.
Initial well planning and production
facilities design has been completed. In April 2024, the
partnership received a 5-year extension to the PL090 licence which
contains the Waddock Cross field from the North Sea Transition
Authority, which is the industry regulator in the UK.
Further planning permission and
permitting application processes are continuing ahead of plans to
drill during 2025 and we look forward to providing updates as and
when these planning and permitting milestones are achieved. United
continues to support the operator in their planning and permitting
efforts and to deliver the well which will hopefully result in
near-term, low-risk, low-cost, high-value production barrels for
the benefit United and our shareholders.
UK
Offshore P2519 Outer Moray Firth
Licence P2519 containing the Maria
discovery covered an area of circa 225 km2 in the Outer Moray Firth
Basin of the UK Central North Sea (CNS). In January 2023, United
announced the completion of a Contingent Resources Report (CPR) on
the Maria Discovery located within Licence P2519. The report
broadly agreed with United's own assessment of the discovery and
assigned midcase 2C gross contingent resources for the Forties and
Dornoch reservoirs of the Maria discovery are estimated at 6.3
mmbbls and 23.3Bcf (10.2 mmboe).
United announced in January 2023, a
binding but conditional Asset Purchase Agreement (APA) with Quattro
Energy Limited for the divestment of the P2519 licence. On 1
November 2023 after several extensions and despite regulatory
consent for the transfer of the licence being approved, Quattro had
not satisfied the funding conditions of the transfer of the licence
and the parties elected to terminate the agreement, and the licence
subsequently lapsed on 30 November 2023.
Egypt Onshore Abu Sennan (22%
Non-Operated Working Interest) (discontinued operations)
The Abu Sennan licence is located in
the Abu Gharadig Basin in the Western Desert, onshore Egypt, circa
200km west of Cairo. United acquired its 22% working interest in
the licence in February 2020. United's working interest production
for 2023 averaged 1,015 boepd for the year which was in line with
guidance. The company was involved in the drilling and/or
completion of 4 wells in 2023, 2 exploration and 2
appraisal/development. During the year a number of workovers were
completed in order to maintain or enhance production from existing
wells.
The year began with the completion of
drilling operations on the ASW-1x exploration well, 10 days ahead
of schedule and under budget. The ASW structure was an exploration
target in the SW of the Abu Sennan exploration licence area.
Although the well encountered net reservoir in the target reservoir
sections, log analysis concluded these reservoirs did not contain
hydrocarbons. The well was subsequently plugged and
abandoned.
The ASH-8 development well on the ASH
field was spudded on 22 January 2023 and reached TD on 21 February
2023. This well was targeted at an undrained part of the ASH field
and encountered 22m net oil pay in the Alam El Bueib primary
reservoir. The well was completed as a producer and commenced
production at a stabilised rate of 656 bopd and 0.58 mmscfd, net to
United's 22% working interest.
On completion of operations at ASH-8
the rig was moved to drill the ASD-3 development well on the ASD
field, located in the north of the Abu Sennan Concession area. This
well started drilling in early April 2023 and reached TD on the 8
May 2023 having encountered 12.5m net pay in the primary Abu Roash
"C" and "E" reservoirs and was brough onstream at 124 bopd net to
United's 22% working interest.
On 11 November 2023, the ASD S-1X
well commenced drilling. This exploration well was drilled to test
the ASD South exploration target to the south of the existing ASD
field and targeting similar reservoir intervals to those on
production at ASD. The well reached a TD of 3,450m on 12 December
2023 and log analysis indicated the presence of 9.5m net pay in the
Abu Roash "C" reservoir. The well was subsequently tested at a
maximum rate of 2,173 bopd gross, and in early January 2024, a
notice of a commercial discovery and application for a development
lease for ASD South was made to the Egypt General Petroleum
Corporation ("EGPC").
On 18 January 2024, United received a
default notice for outstanding cash calls for the sum of $3.8
million from Kuwait Energy Egypt Limited, the operator of the Abu
Sennan Concession. The details and background which have been set
out in the Chair's statement. The Company did not remedy the
default and is currently in the process of completing paperwork for
the exit from the Abu Sennan Concession. Consequently, the company
no longer has any operation in Egypt to report.
FINANCIAL REVIEW
This Financial Review provides an
overview of the Group's Financial Performance for the year end 31
December 2023 and of United's financial position as at that
date.
The Group's performance for 2023 can
be split into two periods. The pre and post October performance.
The pre-October performance was stable, with issues around the
repatriation of USD dollar. However, the post-October 2023 was
impacted by the Geo-political instability in the region and the war
in Gaza. This compounded the issues in repatriating US dollars from
Egypt as there was a shortage of currency in the country, which
resulted in Egypt paying in Egyptian pounds creating considerable
foreign exchange losses.
Net production was down 23% and
revenue down 26.58% while the cash generated from operations was
$910.1m (2022: $8.7m) and EBITDAX $4.8m (2022: $13.3m) taking into
account discontinued operations. The net cash generated for the
Group was approximately $2m (2022: $2m) in line with previous year.
The net cash generated for the group was achieved through tight
management of the cashflows and delay in the payment of the debt
facility. The capital program for 2023 was $6.2m (2022:
$8.6m).
Financial
results summary
|
2023
|
2022
|
Net Average Production volumes
(boepd)
|
1,015
|
1,312
|
Oil Price Realised ($/bbl)
|
81.38
|
96.10
|
Gas Price Realised ($/mmbtu)
|
2.63
|
2.63
|
Revenue - (discontinued operations)
|
$11.6m
|
$15.8m
|
Gross Profit - (discontinued
operations)
|
$6.2m
|
$12.9m
|
|
|
|
Cash operating cost per boe
3
|
$11.08
|
$10.30
|
Exploration costs written off
|
$1.4m
|
$0.7m
|
(Loss)/profit after Tax
|
($20.4m)
|
$2.3m
|
Basic (loss)/profit per share
(cents)
|
(3.10)
|
0.36
|
Capex
|
$6.2m
|
$8.6m
|
EBITDAX3
|
$4.8m
|
$13.3m
|
Cashflow from Operating Activities
|
$10.1m
|
$8.7m
|
2 22% interest net of government take
3 See Non-IFRS measure
Group Production and Commodity
Prices - discontinued operations
Total group working interest
production for 2023 was 1,015 boepd, a decrease of c. 23% for the
year (2022: 1,312 boepd) This decrease reflects the decline in
production that occurred from the existing well-stock during 2023,
partially offset by additional production from drilling activity
and workovers. The Group's average realised oil price was
$81.38/bbl representing an decrease of 15.32% on the prior year,
and the fixed gas price was $2.63/mmbtu. Group revenue for the year
totalled $11.6m representing a reduction of 26.58% on the prior
year. Revenues from the Abu Sennan concession are stated after
accounting for government entitlements under the production sharing
contract. Crude oil from Abu Sennan is sold as Western Desert Blend
and the average discount to Brent was $1.56/bbl.
Group Operating Costs
Total Group cash operating costs were $4.1m
(2022: $4.9m). The cash operating cost per barrel has increased to
$11.08/boe in 2023 (2022: $10.3/boe) with this increase primarily
relating to the increase in variable costs due to higher fuel costs
coupled to a reduction in production compared to the prior
year.
Group Depreciation, Depletion and
Amortisation (DD&A)
Group DD&A associated with
producing and development assets amounted to $3.6m (2022: $3.3m).
DD&A per boe was $9.77/boe in 2023 (2022:
$6.72/boe).
Administrative Expenses
Administrative Expenses for the year totalled
$4.2m (2022: $3.6m restated) Adjusting for the non-cash items under
IFRS 2 Share Based Payment, impairment of assets and IFRS 16
Leases, the administrative expense is $3.9m (2022: $3.2m). Included
in Administrative expenses are foreign exchange losses of $1.4m
(2022: $1.1m) with the increase being due primarily to realised
losses on the devaluation of the Egyptian pound versus the USD
during the year.
The Group is reviewing a number of initiatives
to further reduce General and Administration costs whilst ensuring
continuity of operational capability. These will be ongoing during
the year to ensure we maximise cost savings where
possible.
Divestments
In January 2023, the Company signed an
agreement with Quattro Energy for the conditional sale of UK
Central North Sea (UK CNS) Licence, P2519 for a consideration of up
to £5.7m (c. $7m). In August 2023, we received $0.1m as a
non-refundable deposit to extend the closing period. However, the
Company was unable to complete the sale of Maria Licence (P2519) to
Quattro Energy, as they were unable to raise the funds to complete
the transaction which was terminated on 1 November 2023. The Maria
Licence expired on 30 November 2023 which resulted in a write off
of $1.1m.
Post year end, the Group announced in
January 2024, that it had received a default notice from Kuwait
Energy Egypt Limited for $3,822,143, the operator of the Abu Sennan
concession in Egypt. From late 2023, the Group had been in advanced
discussions with a Subsidiary of Kuwait Energy Egypt Limited about
acquiring the 22% interest, but this aborted based on legal advice,
notwithstanding attempts by the company to reach agreement on
mutually accepted terms. The Group did not remedy the default and
is in the process of withdrawing from the Concession.
Derivative financial
instrument
At the 31 December 2023, the company
had an amount of c. $1.2 million outstanding to our debt provider.
The facility was due to be fully paid by the end of the year,
however due to geo-political turmoil in the middle east from the
Gaza War and the impact of foreign exchange losses on the Egyptian
pound, we were unable to extinguish the debt. An agreement was
reached post year end in relation to the settlement terms of the
debt facility.
Taxation and Other
Income
The Egypt concession was subject to corporate
income tax at the standard rate of 40.55%. However, responsibility
for payment of corporate income taxes falls upon EGPC on behalf of
UOG Egypt Pty Ltd. The Group records a tax charge with a
corresponding increase in other income for the tax paid by EGPC on
its behalf.
(Loss)/profit post tax
The loss for the year from operations
was ($20.4 m) (2022: profit: $2.3m).
Cash flow
Net cashflow from continuing
operations amounted to $10.1m (2022: $8.7m), an increase of 14.80%
compared to 2022. Cost control and liquidity management both served
to protect the cashflows.
Capital investment
Total capital expenditure on
continuing operations for the year amounted to $6.2m (2022: $8.6m),
with $1.7m incurred on the two successful development wells, $0.8m
on one exploration wells and $3.0m on other development and
infrastructure projects in Abu Sennan. The remaining $0.7m was
invested in other assets across the remainder of the
portfolio.
The Group will continue to focus on
capital discipline with 2024 capital investment largely directed at
maximising value from the Group's assets. The Group's cash capital
expenditure for the full year is forecasted to be funded from
available cash resources which are subject to the cashflow
assumptions outlined in the going concern note.
Balance sheet
Intangibles Assets increased
decreased during the year to $6.1m (2022: $7.4m). Additions
for the year amounted to $0.7m in Egypt, $0.4m Jamaica and $0.2m on
UK assets. The Group has written off $1.1m on the expiration of the
licence for Maria and $1.5m in Egyptian Exploration
expenses.
The movement in Property, Plant and
Equipment was circa $20m which was the result of the impairment of
the Abu Sennan concession. Additions were $5.0m in total, with a
DD&A charge of $3.5m on a unit of production basis.
Trade and other receivables amounted
to $2.0m and included $1.1m of accrued income on oil and gas sales.
Borrowings at year end were $1.2m.
Going concern
The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chair's statement and
the Strategic Report.
United regularly monitors its
business activities, financial position, cash flows and liquidity
through the preparation and review of detailed forecasts. Scenarios
and sensitivities are also regularly presented to the Board, which
could affect the Group's future performance and position. A base
case forecast has been considered which includes budgeted
commitments, a Jamaican farmout with some back costs recovered, the
166m warrants being exercised in December 2024 and receipt of our
outstanding receivables from the Egyptian General Petroleum
Corporation. The key assumptions and related sensitivities include
a "Reasonable Worst Case" ("RWC") sensitivity where the Board has
considered a scenario with significant aggregated downside,
including a delay in the farmout, subject to different terms and
conditions than budgeted, delay in exercise of warrants, delay in
receiving outstanding receivables and an equity raise.
Under the combined RWC, the Group
forecasts there will be sufficient resources to continue in
operational existence for the foreseeable future. The various
assumptions considered were:
a. 50% reduction in receivables from
Egyptian General Petroleum Corporation
b. Securing a Jamaica farmout with
various reimbursement of back costs
c. No Jamaica Farmout in the
period
d. Exercise of the Warrants in
December 2024
e. No Exercise of Warrants
The likelihood of all the downside
sensitivities occurring simultaneously is unlikely. Under such a
RWC scenario, we have identified suitable mitigating actions,
including deferring capital expenditure, adjusting the Group's cost
base, and potentially undertaking an equity raise, which would be
subject to market conditions and is not guaranteed to succeed.
However, based on past experience, the Directors believe that an
equity raise is likely to be successful.
Based on the forecast prepared by the
Directors, the Group and Company will be able to discharge all
liabilities as they fall due. The Directors believe that the
Company is reasonably likely to achieve a Jamaican farmout or, if
necessary, obtain further equity funding. However, there is no
guarantee that the Company will be able to secure a farmout or such
equity funding.
The Directors have considered the
various matters set out above and have concluded that a material
uncertainty exists that may cast significant doubt on the ability
of the Group and Company to continue as a going concern and the
Group and Company may therefore be unable to realise their assets
or discharge their liabilities in the normal course of business.
Nevertheless, after making enquiries and considering the
uncertainties described above, the Directors are of the view that
the Group and Company will have sufficient cash resources available
to meet their liabilities and continue in operational existence for
at least 12 months from the date of approval of these 2023
financial statements.
On that basis, the Directors consider
it appropriate to prepare the financial statements on a going
concern basis. These financial statements do not include any
adjustment that would result from the going concern basis of
preparation as not appropriate to use.
Financial Outlook
United's financial strength is
founded on our longterm approach to prudently managing capital to
generate value for shareholders.
We have streamlined our portfolio of
assets and reduced our operational costs while we search for new
opportunities. Our focus will be on financial discipline for 2024
as the business recovers from the disappointment of
2023.
The Jamaica farmout for 2024 will be
the key initiative while continuing to progress the preparations
for drilling the Waddock Cross well which will be in
2025.
Post year end, we raised £1 million
in March 2024 through an equity placing and in May 2024, we reached
a settlement agreement with our debt provider which enables the
company to focus on moving the work programs forward for Jamaica
and Waddock Cross.
Based on the cashflow and cashflow
assumptions outlined in the going concern note, United is expected
to have cash resources to be able to fund its 2024 work
program.
Simon Brett
Interim Chief Financial
Officer
CONSOLIDATED INCOME STATEMENT
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
|
Restated
|
|
Notes
|
2023
|
2022
|
|
|
$
|
$
|
Continuing operations:
|
|
|
|
Revenue
|
4
|
-
|
-
|
Other income
|
4
|
-
|
-
|
Cost of sales
|
5
|
-
|
-
|
|
|
|
|
Gross profit
|
|
-
|
-
|
|
|
|
|
Administrative expenses:
|
|
|
|
Other administrative
expenses
|
|
(1,065,013)
|
(1,344,704)
|
New Venture write offs
|
|
(1,428,875)
|
(284,275)
|
Foreign exchange (losses) /
gains
|
|
(1,204,458)
|
5,035
|
|
|
|
|
Operating (loss)
|
6
|
(3,698,346)
|
(1,623,944)
|
|
|
|
|
Finance expense
|
7
|
(77,632)
|
(1,679,386)
|
|
|
|
|
(Loss) before taxation
|
|
(3,775,978)
|
(3,303,330)
|
|
|
|
|
Taxation
|
8
|
-
|
-
|
|
|
|
|
(Loss) for the financial year attributable to the
Company's equity shareholders from continued
operations
|
|
(3,775,978)
|
(3,303,330)
|
|
|
|
|
(Loss) / profit for the year from
discontinued operations
|
3
|
(16,589,188)
|
5,652,107
|
|
|
|
|
(Loss) / profit for the financial year attributable to the
Company's equity shareholders
|
|
(20,365,166)
|
2,348,777
|
|
|
|
|
|
|
|
|
Total (loss) / earnings per share
|
|
|
|
From continuing operations
expressed in cents per share:
|
9
|
|
|
Basic
|
|
(0.58)
|
(0.51)
|
Diluted
|
|
(0.58)
|
(0.51)
|
|
|
|
|
From continuing and discontinued
operations expressed in cents per
share:
|
9
|
|
|
Basic
|
|
(3.10)
|
0.36
|
Diluted
|
|
(3.10)
|
0.36
|
|
|
|
|
The 2022 comparative results have
been restated to show the effect of the discontinued operations
separately from continuing operations in accordance with IFRS
5.
Consolidated Statement of Comprehensive
Income
|
|
|
|
|
|
2023
|
2022
|
|
|
$
|
$
|
|
|
|
|
(Loss) / profit for the financial
year
|
|
(20,365,166)
|
2,348,777
|
Foreign exchange gains /
(losses)
|
|
9,499
|
337,866
|
|
|
|
|
Total comprehensive (expense) /income for the financial year
attributable to the Company's equity shareholders
|
|
(20,355,667)
|
2,686,643
|
|
|
|
|
Consolidated Statement of Changes in
Equity
|
Share
capital
|
Share
premium
|
Share-based payments
reserve
|
Retained
earnings
|
Translation
reserve
|
Merger
reserve
|
Total
|
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
Balance at 1 January
2023
|
8,839,679
|
16,798,823
|
2,547,689
|
2,478,048
|
(1,008,137)
|
(2,697,357)
|
26,958,745
|
Loss for the year
|
-
|
-
|
-
|
(20,365,166)
|
-
|
-
|
(20,365,166)
|
Foreign exchange
difference
|
-
|
-
|
-
|
-
|
9,499
|
-
|
9,499
|
Total comprehensive income
|
-
|
-
|
-
|
(20,365,166)
|
9,499
|
-
|
(20,355,667)
|
Share-based payments
|
-
|
-
|
188,849
|
-
|
-
|
-
|
188,849
|
Lapsed share-based
payments
|
-
|
-
|
(224,852)
|
224,852
|
-
|
-
|
-
|
Balance at 31 December 2023
|
8,839,679
|
16,798,823
|
2,511,686
|
(17,662,266)
|
(998,638)
|
(2,697,357)
|
6,791,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 31 December 2022
|
|
|
|
|
|
|
|
Balance at 1 January
2022
|
8,416,182
|
16,215,361
|
2,247,465
|
201,543
|
(558,104)
|
(2,697,357)
|
23,825,090
|
Profit for the year
|
-
|
-
|
-
|
2,348,777
|
-
|
-
|
2,348,777
|
Foreign exchange
difference
|
-
|
-
|
-
|
-
|
337,866
|
-
|
337,866
|
Total comprehensive income
|
-
|
-
|
-
|
2,348,777
|
337,866
|
-
|
2,686,643
|
Foreign exchange adjustment arising
on change of parent company functional currency to USD
|
283,278
|
523,376
|
53,516
|
(72,271)
|
(787,899)
|
-
|
-
|
Shares issued
|
140,219
|
60,086
|
-
|
-
|
-
|
-
|
200,305
|
Share-based payments
|
-
|
-
|
246,707
|
-
|
-
|
-
|
246,707
|
Balance at 31 December 2022
|
8,839,679
|
16,798,823
|
2,547,688
|
2,478,049
|
(1,008,137)
|
(2,697,357)
|
26,958,745
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR
THE YEAR ENDED 31 DECEMBER
|
|
|
|
|
|
2023
|
2022
|
|
|
$
|
$
|
Cash flow from operating activities
|
|
|
|
(Loss) / Profit for the financial
year before tax
|
|
(18,157,008)
|
7,530,235
|
Share-based payments
|
|
188,849
|
246,707
|
Depreciation &
Amortisation
|
|
3,618,163
|
3,309,940
|
Fair value loss on
derivatives
|
|
-
|
1,562,467
|
Impairment of intangible
assets
|
|
2,602,234
|
483,611
|
Impairment of production
assets
|
|
21,715,270
|
-
|
Interest expense
|
|
78,424
|
128,429
|
Foreign exchange
movements
|
|
1,334,903
|
1,106,614
|
Tax paid
|
|
(2,208,157)
|
(5,238,704)
|
|
|
|
|
|
|
9,172,678
|
9,129,299
|
Changes in working capital
|
|
|
|
Decrease/(Increase) in
inventory
|
|
268,859
|
(123,289)
|
Decrease in trade and other
receivables
|
|
2,457,234
|
732,529
|
Decrease in trade and other
payables
|
|
(1,797,824)
|
(1,032,853)
|
|
|
|
|
Cash inflow from operating activities
|
|
10,100,947
|
8,705,686
|
|
|
|
|
Cash outflow from investing activities
|
|
|
|
Proceeds received on disposal of
non-current assets
|
|
-
|
4,887,275
|
Purchase of property, plant &
equipment
|
|
(4,959,474)
|
(5,610,924)
|
Spend on exploration
activities
|
|
(1,280,665)
|
(2,972,201)
|
|
|
|
|
Net cash used in investing activities
|
|
(6,240,139)
|
(3,695,850)
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
Issue of ordinary shares net of
expenses
|
|
-
|
200,305
|
Repayments on oil swap financing
arrangement
|
|
(1,718,250)
|
(1,452,118)
|
Payments on oil price
derivatives
|
|
-
|
(1,522,892)
|
Capital payments on
lease
|
|
(95,806)
|
(90,096)
|
Interest paid on lease
|
|
(5,504)
|
(86,669)
|
|
|
|
|
Net cash used in financing activities
|
|
(1,819,560)
|
(2,951,470)
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
2,041,248
|
2,058,366
|
|
|
|
|
Cash and cash equivalents at
beginning of financial year
|
|
1,345,463
|
397,308
|
Effects of exchange rate
changes
|
|
(1,394,215)
|
(1,110,211)
|
|
|
|
|
Cash and cash equivalents at end of financial
year
|
|
1,992,496
|
1,345,463
|
|
|
|
|
1. Statutory
Accounts
The financial information set out
above does not constitute the Company's statutory accounts for the
year ended 31 December 2023 or 2022 but is derived from those
accounts. The Auditor has reported on those accounts, and its
reports were unqualified and did not contain statements under
sections 498(2) or (3) of the Companies Act 2006.
The statutory accounts for 2023
will be delivered to the Registrar of Companies following
publication.
While the financial information
included in this preliminary announcement has been prepared in
accordance with UK-adopted International Accounting Standards
("framework"), this announcement does not itself contain sufficient
information to comply with the framework. The Company expects to
distribute the full financial statements that comply
with UK-adopted International Accounting Standards by 30 June
2024.
2. Principal
Accounting Policies
Basis of consolidation
The financial statements for the year
ended 31 December 2023 incorporate the results of United Oil &
Gas plc ("the Company") and entities controlled by the Company (its
subsidiaries). Control is achieved where the Company has the
power to govern the financial and operating policies of an investee
entity so as to obtain benefits from its
activities.
All intra-Group transactions,
balances, income and expenses are eliminated in full on
consolidation. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies
adopted by the Group.
Going Concern
The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chair's statement and
the Strategic Report.
United regularly monitors its
business activities, financial position, cash flows and liquidity
through the preparation and review of detailed forecasts. Scenarios
and sensitivities are also regularly presented to the Board, which
could affect the Group's future performance and position. A base
case forecast has been considered which includes budgeted
commitments, a Jamaican farmout with some back costs recovered, the
166m warrants being exercised in December 2024 and receipt of our
outstanding receivables from the Egyptian General Petroleum
Corporation.
The key assumptions and related
sensitivities include a "Reasonable Worst Case" ("RWC") sensitivity
where the Board has considered a scenario with significant
aggregated downside, including a delay in the farmout, subject to
different terms and conditions than budgeted, delay in exercise of
warrants, delay in receiving outstanding receivables and an equity
raise.
Under the combined RWC, the Group
forecasts there will be sufficient resources to continue in
operational existence for the foreseeable future. The various
assumptions considered were:
a)
50% reduction in receivables from Egyptian General Petroleum
Corporation
b)
Securing a Jamaica farmout with various reimbursement of back
costs
c)
No Jamaica Farmout in the period
d)
Exercise of the Warrants in December 2024
e)
No Exercise of Warrants
The likelihood of all the downside
sensitivities occurring simultaneously is unlikely. Under such a
RWC scenario, we have identified suitable mitigating actions,
including deferring capital expenditure, adjusting the Group's cost
base, and potentially undertaking an equity raise, which would be
subject to market conditions and is not guaranteed to succeed.
However, based on past experience, the Directors believe that an
equity raise is likely to be successful.
Based on the forecast prepared by
the Directors, the Group and Company will be able to discharge all
liabilities as they fall due.
The Directors believe that the
Company is reasonably likely to achieve a Jamaican farmout or, if
necessary, obtain further equity funding. However, there is no
guarantee that the Company will be able to secure a farmout or such
equity funding.
The Directors have considered the
various matters set out above and have concluded that a material
uncertainty exists that may cast significant doubt on the ability
of the Group and Company to continue as a going concern and the
Group and Company may therefore be unable to realise their assets
or discharge their liabilities in the normal course of business.
Nevertheless, after making enquiries and considering the
uncertainties described above, the Directors are of the view that
the Group and Company will have sufficient cash resources available
to meet their liabilities and continue in operational existence for
at least 12 months from the date of approval of these 2023
financial statements.
On that basis, the Directors
consider it appropriate to prepare the financial statements on a
going concern basis. These financial statements do not include any
adjustment that would result from the going concern basis of
preparation as not appropriate to use.
New and amended International Financial Reporting Standards
adopted by the Group
The Group has adopted the following
standards, amendments to standards and interpretations which are
effective for the first time this year. The impact is shown
below:
New/Revised International Financial Reporting
Standards
|
Effective Date: Annual periods beginning on or
after:
|
UKEB
adopted
|
Impact on
the Group
|
IAS 1
|
Amendments to IAS 1: Classification
of Liabilities as Current or Non-current and Classification of
Liabilities as Current or Non-current
|
1 January 2023
|
Yes
|
No impact
|
IAS 1
|
Disclosure of accounting policies
(amendments to IAS 1 and IFRS Practice Statement 2)
|
1 January 2023
|
Yes
|
No impact
|
IAS 8
|
Definition of accounting estimate
(amendment to IAS 8))
|
1 January 2023
|
Yes
|
No impact
|
IAS 12
|
Amendments to IAS 12: Deferred Tax
relating to Assets and Liabilities arising from a Single
Transaction
|
1 January 2023
|
Yes
|
No impact
|
International Financial Reporting Standards in issue but not
yet effective
At the date of authorisation of the
consolidated financial statements, the IASB and IFRS
Interpretations Committee have issued standards, interpretations
and amendments which are applicable to the Group. For the next
reporting period, applicable International Financial Reporting
Standards will be those endorsed by the UK Endorsement Board
(UKEB).
New / revised International
Financial Reporting Standards which are not considered to
potentially have a material impact on the Group's financial
statements going forwards have been excluded from the
above.
New/Revised International Financial Reporting
Standards
|
Effective Date: Annual periods beginning on or
after:
|
UKEB
adopted
|
IFRS 16
|
Lease liability in a sale and
leaseback (amendment to IFRS 16)
|
1 January 2024
|
Yes
|
IFRS 10 and IAS 28
|
Sale or contribution of assets
between an investor and its associate or joint venture
|
No confirmed date
|
n/a
|
IAS 1
|
Amendments to IAS 1: Classification
of Liabilities as Current or Non-current and Classification of
Liabilities as Current or Non-current
|
1 January 2024
|
Yes
|
IAS 7 and IFRS 7
|
Amendments to IAS 7 and IFRS 7:
Supplier Finance Arrangements
|
1 January 2024
|
Yes
|
Management anticipates that all
relevant pronouncements will be adopted in the Group's accounting
policies for the first period beginning after the effective date of
the pronouncement. New standards, interpretations and amendments
not listed above are not expected to have a material impact on the
Group's financial statements.
3.
Discontinued operations
In November 2023, the Group made a
decision to discontinue the Egypt operations.
The results of the discontinued
operations, which have been included in the profit for the year,
were as follows:
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Revenue
|
11,603,378
|
15,831,237
|
Other revenue
|
2,208,157
|
5,181,458
|
Cost of sales
|
(7,618,685)
|
(8,143,910)
|
Administrative expenses
|
(371,049)
|
(428,450)
|
Impairment of exploration &
producing assets
|
(23,249,658)
|
(483,611)
|
Release other Egypt working
capital
|
3,178,065
|
-
|
Foreign exchange losses
|
(130,446)
|
(1,111,649)
|
Interest expense
|
(793)
|
(11,510)
|
Loss before tax
|
(14,381,031)
|
10,833,565
|
Attributable tax expense
|
(2,208,157)
|
(5,181,458)
|
|
|
|
Net loss attributable to
discontinued operations
|
(16,589,188)
|
5,652,107
|
The 2022 comparative results have
been restated to show the effect of the discontinued operations
separately from continuing operations in accordance with IFRS
5.
Assets and liabilities of Egypt
have not been classified as held for sale at 31 December 2023
because all short-term assets and liabilities are expected to be
either settled or transferred to continuing Group operations. These
are included in the respective Group assets and liabilities and are
as follows:
|
2023
|
|
$
|
Assets
|
|
Property, plant and
equipment
|
6,309
|
Trade and other
receivables
|
1,966,380
|
Cash
|
1,468,315
|
Total assets
|
3,441,004
|
|
|
Liabilities
|
|
Trade and other payables
|
(9,917)
|
Lease liability
|
(8,616)
|
Total liabilities
|
(18,533)
|
|
|
Net assets
|
3,422,471
|
Discontinued Operations (continued)
Cash flows from (used in)
discontinued operations
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Net cash from operating
activities
|
10,730,660
|
10,654,073
|
Net cash used in investing
activities
|
(5,593,613)
|
(6,982,899)
|
|
|
|
|
|
|
Net cash flows for the
year
|
5,137,047
|
3,671,174
|
4. Segmental
reporting
Operating
segments
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker,
who is responsible for allocating resources, assessing the
performance of the operating segment and making strategic decision,
has been identified as the Board of Directors.
The Group operates in four
geographic areas - the UK &Europe, Latin America and Egypt. The
Group's revenue from external customers and information about its
non-current assets (other than financial instruments, deferred tax
assets and post-employment benefit assets) by geographical location
are detailed below.
The below information relates to
both continuing and discontinued operations. The Egypt column
represents the discontinued operations.
2023
|
|
|
|
|
$
|
UK & EU
|
Latin
America
|
Egypt
|
Total
|
|
|
|
|
|
Revenue
|
-
|
-
|
11,603,378
|
11,603,378
|
Other income
|
|
|
2,208,157
|
2,208,157
|
|
|
|
|
|
Non-current assets
|
559,662
|
5,659,748
|
6,309
|
6,225,719
|
2022
|
|
|
|
|
$
|
UK & EU
|
Latin
America
|
Egypt
|
Total
|
|
|
|
|
|
Revenue
|
-
|
-
|
15,831,237
|
15,831,237
|
Other income
|
-
|
-
|
5,181,458
|
5,181,458
|
|
|
|
|
|
Non-current assets
|
1,340,605
|
5,228,625
|
21,184,395
|
27,753,625
|
5. Cost of sales
The below information relates to
discontinued operations in Egypt:
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Production costs
|
4,103,926
|
4,930,038
|
Depreciation, depletion &
amortisation
|
3,514,759
|
3,213,872
|
|
|
|
Discontinued Cost of Sales (Note
1)
|
7,618,685
|
8,143,910
|
6. Operating (Loss) /
Profit
|
2023
|
2022
|
|
$
|
$
|
Operating (loss) / profit is stated
after charging:
|
|
|
Depreciation:
|
|
|
- Owned assets
|
3,520,382
|
3,219,080
|
- Right of use leased assets
|
97,781
|
88,382
|
Amortisation
|
-
|
2,478
|
Share based payments
|
188,849
|
246,707
|
Foreign exchange losses
|
1,334,903
|
1,106,614
|
Fees payable to the Company's
auditors for the audit of the annual financial
statements
|
110,000
|
110,000
|
7. Finance expense
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Fair value loss on
derivatives
|
60,644
|
1,562,467
|
Effective interest on
borrowings
|
12,276
|
41,760
|
Interest expense on lease
liabilities
|
5,504
|
86,669
|
|
|
|
|
78,424
|
1,690,896
|
In this note, finance expense
includes amounts of $793 (2022: $11,510) relating to discontinued
operations (see note 1).
8. Taxation
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Profit before tax
|
(18,157,008)
|
7,530,235
|
Profit on ordinary activities
multiplied by standard rate of corporation tax in the UK of 23.5%
(2022: 19%)
|
(4,266,897)
|
1,430,744
|
Tax effects of:
|
|
|
Foreign tax
|
2,208,157
|
5,181,458
|
Adjustments in respect of prior
periods
|
|
-
|
Double tax relief
|
4,266,897
|
(1,430,744)
|
|
|
|
Corporation tax charge (Note 1)
|
2,208,157
|
5,181,458
|
The Group has accumulated tax
losses of approximately $24.7m (2022: $6.8m). No deferred tax
asset was recognised in respect of these accumulated tax losses as
there is insufficient evidence that the amount will be recovered in
future years.
The tax rate changed from 19% to
23.5% from 2022 to 2023 respectively and is reflected in the
table.
9. Earnings per
share
The Group has issued share warrants
and options over Ordinary shares which could potentially dilute
basic earnings per share in the future.
Basic earnings per share is
calculated by dividing the profit attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the year.
There were 60,070,869 (2022: 69,179,818) share warrants and options outstanding at
the end of the year that could potentially dilute basic earnings
per share in the future.
Basic and diluted earnings per share
|
2023
|
2022
|
|
Cents
|
Cents
|
|
|
|
Basic (loss) / earnings per share
from continuing operations
|
(0.58)
|
(0.51)
|
|
|
|
Diluted earnings per share from
continuing operations
|
(0.58)
|
(0.51)
|
|
|
|
Basic (loss) / earnings per share
from continuing & discontinued operations
|
(3.10)
|
0.36
|
|
|
|
Diluted (loss) / earnings per share
from continuing & discontinued operations
|
(3.10)
|
0.36
|
Basic and diluted earnings per share
(continued)
The (loss) and weighted
average number of ordinary shares used in the calculation of
earnings per share from continuing operations are as
follows:
|
2023
|
2022
|
|
$
|
$
|
(Loss) used in the calculation of
basic and diluted earnings per share from continuing
operations
|
(3,775,977)
|
(3,303,330)
|
(Loss) / profit used in the
calculation of basic and diluted earnings per share from continuing
and discontinued operations
|
(20,365,166)
|
2,438,777
|
Number of shares
|
2023
|
2022
|
|
Number
|
Number
|
|
|
|
Weighted average number of ordinary
shares for the purposes of basic earnings per share
|
656,353,969
|
656,353,969
|
Dilutive shares
|
-
|
-
|
Weighted average number of ordinary
shares for the purposes of diluted earnings per share
|
656,353,969
|
656,353,969
|
10. Intangible assets
|
|
Exploration and Evaluation
assets
$
|
Computer
software
$
|
Total
$
|
Cost
|
|
|
|
|
At 1 January 2022
|
|
7,813,541
|
11,474
|
7,825,015
|
Additions
|
|
2,972,201
|
-
|
2,972,201
|
Foreign exchange
differences
|
|
(44,093)
|
(657)
|
(44,750)
|
|
|
|
|
|
At 31 December 2022
|
|
10,741,649
|
10,817
|
10,752,466
|
Additions
|
|
1,280,665
|
-
|
1,280,665
|
Foreign exchange
differences
|
|
74,386
|
366
|
74,752
|
|
|
|
|
|
At 31 December 2023
|
|
12,096,700
|
11,183
|
12,107,883
|
|
|
|
|
|
Amortisation and impairment
|
|
|
|
|
At 1 January 2022
|
|
2,847,274
|
7,650
|
2,854,924
|
Charge for the year
|
|
-
|
2,478
|
2,478
|
Impairment
|
|
483,611
|
-
|
483,611
|
Foreign exchange
differences
|
|
26,530
|
(403)
|
26,127
|
|
|
|
|
|
At 31 December 2022
|
|
3,357,415
|
9,725
|
3,367,140
|
Charge for the year
|
|
-
|
-
|
-
|
Impairment
|
|
2,602,234
|
-
|
2,602,234
|
Foreign exchange
differences
|
|
-
|
329
|
329
|
|
|
|
|
|
At 31 December 2023
|
|
5,959,649
|
10,054
|
5,969,703
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 31 December 2023
|
|
6,137,051
|
1,129
|
6,138,180
|
|
|
|
|
|
At 31 December 2022
|
|
7,384,234
|
1,092
|
7,385,326
|
At 31 December 2023 the group's
E&E carrying values of $6.1m related to our high impact
exploration activity in Jamaica, and the Waddock Cross development
campaigns.
In Jamaica, the work program continues in parallel with the ongoing farmout
activity which is seeking to bring in a partner before the end of
the current licence period. Currently the company has 4 interested
partners under NDA, and the Licence has been extended to 31 January
2026. The Balance Sheet value of our Jamaican exploration asset
was $5.7m at 31 Dec 2023, and given the
ongoing work programme and active farmout process no conditions
exist that would result in the impairment of the carrying value of
the asset.
In the UK Waddock Cross
licence, the Operator, Egdon Resources Ltd recently announced
the licence has been granted a 5-year extension and expires in
March 2029. Planning has been submitted for a redevelopment well
and the operator expects the outcome of this to be granted in
September 2024. As a result, and with
an active work programme in place for 2024, the directors are of
the view that all costs incurred on the licence at December 2023
are fully recoverable given the commercial viability of the
development demonstrated by the operator. As a result, United
continue to carry capitalised costs of $0.4m at 31 December 2023,
which includes a decommissioning asset recognised of
$0.25m.
In the UK North Sea, a
Binding Asset Purchase Agreement had been signed
with Quattro, in 2023, for the sale of P2519 containing the Maria
discovery to Quattro Energy Limited for a maximum consideration of
up to £5.7m - however the sale did not materialise due to the
buyer's inability to raise the funds and the deal was terminated 31
October 2023. As a result, and with the licence expiring on
30 November 2023, the directors decided not to seek a further
extension and all costs incurred were written off to the value of
$1.05m.
In November 2023, the company
agreed to the outline terms for selling the Abu Sennan concession
in Egypt to the Operator. As a result, the company's current and
prior year results for Egypt are presented as discontinued
operations, as shown on the income statement and detailed in Note 1
of the accounts.
Due to the outlined sale terms and
the anticipated default notice in January 2024 for the Abu Sennan
concession, the directors decided to write down the capitalised
exploration and evaluation assets at the end of 2023, resulting in
a $1.5 million write-down.
Management reviews the intangible
exploration assets for indications of impairment at each balance
sheet date based on IFRS 6 criteria such as where commercial
reserves have not yet been established and the evaluation,
exploration work is ongoing and a development plan has not been
approved. As a result of these reviews the Directors believe no
impairment indicators exist on the company's remaining exploration
portfolio, and as a result carry intangibles at cost value of $6.1m
at 31 December 2023.
11. Property, plant and equipment
|
|
Production
assets
$
|
Computer
equipment
$
|
Fixtures and
fittings
$
|
Right of use
asset
$
|
Total
$
|
Cost
|
|
|
|
|
|
|
At 1 January 2022
|
|
24,453,758
|
12,638
|
2,740
|
190,033
|
24,659,169
|
Additions
|
|
5,600,238
|
10,686
|
-
|
87,012
|
5,697,936
|
Foreign exchange
differences
|
|
-
|
(724)
|
(157)
|
(3,508)
|
(4,389)
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
30,053,996
|
22,600
|
2,583
|
273,537
|
30,352,716
|
Additions
|
|
4,958,276
|
1,198
|
-
|
91,234
|
5,050,708
|
Foreign exchange
differences
|
|
-
|
764
|
87
|
7,982
|
8,833
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
35,012,272
|
24,562
|
2,670
|
372,753
|
35,412,257
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 January 2022
|
|
6,568,370
|
9,984
|
1,142
|
88,864
|
6,668,360
|
Charge for the year
|
|
3,213,872
|
4,359
|
849
|
88,382
|
3,307,462
|
Foreign exchange
differences
|
|
-
|
(509)
|
(54)
|
9,158
|
8,595
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
9,782,242
|
13,834
|
1,937
|
186,404
|
9,984,417
|
Charge for the year
|
|
3,514,760
|
4,967
|
656
|
97,780
|
3,618,163
|
Impairment
|
|
21,715,270
|
-
|
-
|
-
|
21,715,270
|
Foreign exchange
differences
|
|
-
|
558
|
77
|
6,233
|
6,868
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
35,012,272
|
19,359
|
2,670
|
290,417
|
35,324,718
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
At 31 December 2023
|
|
-
|
5,203
|
-
|
82,336
|
87,539
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
20,271,754
|
8,766
|
646
|
87,133
|
20,368,299
|
In November 2023, the company
agreed to the outline terms for selling the Abu Sennan concession
in Egypt to the Operator. As a result, the company's current and
prior year results for Egypt are presented as discontinued
operations, as shown on the income statement and detailed in Note 1
of the accounts.
Due to the outlined sale terms and
the anticipated default notice in January 2024 for the Abu Sennan
concession, the directors decided to write down the capitalised
tangible oil and gas assets at the end of 2023, resulting in a
$21.7 million write-down.
12. Inventory
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Oil in tanks
|
-
|
268,859
|
|
|
|
|
-
|
268,859
|
With the anticipated default from
the Abu Sennan licence in January 2024, all Oil inventory value has
been written down to zero in accordance with the terms of exiting
the licence and reassigning of our 22% share to the remaining JV
partners on the licence.
13. Trade and other receivables
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Trade receivables
|
873,165
|
3,549,051
|
Prepayments
|
7,174
|
6,941
|
Contract assets
|
1,093,215
|
873,206
|
Other tax receivables
|
38,704
|
40,295
|
|
|
|
|
2,012,258
|
4,469,493
|
The Directors consider that the
carrying values of trade and other receivables are approximate to
their fair values.
No expected credit losses exist in
relation to the Group's receivables as at 31 December 2023 (2022:
$nil).
Trade receivables represent amounts
invoiced for oil and gas sold in the year, not yet received from
EGPC, and a provision of $500K to cover the potential assignment
bonus and legal fees associated with the Abu Sennan concession
transfer. Contract assets relate to two month's Oil & Gas
invoices not received at year-end for the Abu Sennan producing
assets in Egypt under the receivable terms of the agreement with
EGPC.
14. Cash and cash equivalents
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Cash at bank (GBP)
|
18,438
|
52,251
|
Cash at bank (EUR)
|
109,854
|
23,620
|
Cash at bank (USD)
|
608,679
|
799,390
|
Cash at bank (EGP)
|
1,255,525
|
470,202
|
|
|
|
|
1,992,496
|
1,345,463
|
At 31 December 2023 and 2022 all
significant cash and cash equivalents were deposited in
creditworthy financial institutions in UK, Ireland
and Egypt.
15. Share capital, share premium and merger
reserve
Allotted, issued, and fully
paid:
|
|
|
|
2023
|
|
|
|
Share
capital
|
Share
premium
|
|
|
No
|
$
|
$
|
Ordinary shares of £0.01 each
|
|
|
|
|
At 1 January 2023
|
|
656,353,969
|
8,839,679
|
16,798,823
|
|
|
|
|
|
At
31 December 2023
|
|
656,353,969
|
8,839,679
|
16,798,823
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
Share
capital
|
Share
premium
|
|
|
No
|
$
|
$
|
Ordinary shares of £0.01 each
|
|
|
|
|
At 1 January 2022
|
|
644,803,969
|
8,416,182
|
16,215,361
|
Effect of Parent company functional
currency change
|
|
-
|
283,278
|
523,376
|
|
|
|
|
|
Allotments:
|
|
|
|
|
Shares issued for cash (exercise of
warrants)
|
|
11,550,000
|
140,219
|
60,086
|
|
|
|
|
|
At
31 December 2022
|
|
656,353,969
|
8,839,679
|
16,798,823
|
|
|
|
|
|
As regards income and capital
distributions, all categories of shares rank pari passu as if the
same constituted one class of share. Deferred shares are disclosed
in Note 18.
16. Trade and other payables
|
2023
|
2022
|
|
$
|
$
|
|
|
|
Trade payables
|
458,509
|
499,217
|
Other payables
|
1,257,326
|
1,295,680
|
Deferred shares (note
18)
|
40,476
|
40,476
|
Accruals
|
144,463
|
1,874,294
|
|
|
|
|
1,900,774
|
3,709,667
|
17. Events after the balance sheet
date
- On 18 January 2024, the Group received a default notice for
$3.8m for unpaid cash calls from the Operator of the Abu Sennan
Concession. The default was not remedied, and we are working
towards an orderly exit from the concession.
- At the end of January 2024, the Group was notified that it had
received a two-year licence extension for Jamaica, taking the
licence tenure to 31 January 2026.
- In March 2024, the Group raised £1 million through an equity
offering, issuing 500,000,000 new ordinary shares at £0.002 each.
As part of the offering, the Group issued one warrant for every
three shares purchased, with an exercise price of £0.0028. The
warrants will expire on 31 December 2024. The nominal value of the
shares was changed from £0.01 to £0.00001.
- On 1 April 2024 the Group announced that it had received a
five-year licence extension for the Waddock Cross licence, taking
the licence tenure to March 2029.
- Early April 2024, the Group received USD $1 million from
Egyptian General Petroleum Corporation in regarding its receivables
balance that was outstanding. The remaining balance is expected to
be received over the summer months.
- In April 2024, Iman Hill agreed to provide consultancy
services to the Group to support the progress of the Jamaica
project. The initial contract is for three months, with the
possibility of extension by mutual agreement or termination with
one month's notice. Iman is a non-executive Director of the
Company.
- In May 2024, the Group reached an agreement with its debt
facility provider regarding the repayment terms of the outstanding
debt.
GLOSSARY
Bbl
|
Barrels
|
/Bbl
|
Per barrel
|
Bn
|
Billion
|
bopd
|
Barrels of oil per day
|
Boepd
|
Barrels of oil equivalent per
day
|
Capex
|
Capital Expenditure
|
EGPC
|
Egyptian General Petroleum
Corporation
|
ESG
|
Environment, Social,
Governance
|
ESP
|
Electrical Submersible
Pumps
|
HCIIP
|
Hydrocarbon initially in
place
|
HSE
|
Health, safety and
environment
|
JOC
|
Joint Operating Company
|
JV
|
Joint Venture
|
km
|
Kilometres
|
km2
|
Square kilometres
|
KPI(s)
|
Key performance
indicator(s)
|
m
|
Metres
|
M
|
Thousand
|
MBbl
|
Thousand barrels
|
Mbopd
|
Thousands of barrels of oil per
day
|
MM
|
Million
|
MMBbl
|
Million barrels
|
MMboe
|
Million barrels of oil
equivalent
|
MSET
|
Ministry for Science, Energy and
Technology
|
NPV
|
Net present value
|
OGA
|
Oil and Gas Authority
|
OPEX
|
Operating expenditure
|
Q1
|
First Quarter
|
Q2
|
Second Quarter
|
Q3
|
Third Quarter
|
Q4
|
Fourth Quarter
|
scf
|
Standard cubic feet
|
SPA
|
Sales and Purchase
Agreement
|
TD
|
Total Depth
|
UK CNS
|
UK Central North Sea
|
WI
|
Working interest
|
%
|
Percentage
|
2C
|
Best estimate of contingent
resources
|
2D
|
Two-dimensional
|
3D
|
Three-dimensional
|
2P
|
Proved plus probable
reserves
|