TIDMCLON
RNS Number : 0532Z
Clontarf Energy PLC
19 May 2021
19(th) May 2021
Clontarf Energy plc
("Clontarf" or "the Company")
Preliminary Results for the Year Ended 31 December 2020
Clontarf Energy, the oil and gas exploration company focused on
Ghana and Bolivia today announces its preliminary results for the
year ending 31 December 2020.
The Company expects to shortly publish its 2020 Annual Report
& Accounts and a further update will be made in this regard as
and when appropriate.
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014 .
For further information please visit http://clontarfenergy.com or contact:
Clontarf Energy
John Teeling, Chairman
David Horgan, Director +353 (0) 1 833 2833
Nominated & Financial Adviser
Strand Hanson Limited
Rory Murphy
Ritchie Balmer
Georgia Langoulant +44 (0) 20 7409 3494
Broker
Novum Securities Limited
Colin Rowbury +44 (0) 207 399 9400
Public Relations
Blytheweigh - PR
Megan Ray +44 (0) 207 138 3206
Alice McLaren +44 (0) 207 138 3553
Madeleine Gordon-Foxwell +44 (0) 207 138 3206
Teneo
Luke Hogg
Alan Tyrrell +353 (0) 1 661 4055
Ciara Wylie +353 (0) 1 661 4055
Statement Accompanying the Final Results
As I wrote the Chairman's Statement one year ago the world was
in a turbulent state. Thousands dying, the world economy imploding
and nothing but doom and gloom everywhere. One year later, thanks
to the brilliant minds of two Turkish doctors and one Hungarian
creating the MRNA vaccines, two of the three, female, there is hope
and optimism. Technology and production facilities were mobilised
to do in months what previously took years. Already economies are
opening up, and indeed booming. World growth rates for 2021 are
being revised upwards and in those countries with high levels of
vaccinations, growth rates will surpass anything seen in recent
decades. For commodities, unprecedented falls in demand are being
replaced by rapid growth. There is discussion of a Super Cycle in
commodities.
Exploration companies live on hope and optimism. As well as
hope, we sell romance, mystery and potential. The collapse in
exploration was understandable and the lifeblood of speculative
investing has yet to return, though there are a few positive
signs.
Clontarf is an early stage explorer. Clontarf has ongoing
interests in an oil block offshore Ghana and in proposals for
lithium brine in Bolivia. You will note in the Review of Operations
that we have revisited Chad, an emerging oil producer, and are part
of a consortium bidding for offshore acreage in Nigeria.
For more than a decade we have tried to ratify a 2010 agreement
on Tano block 2A offshore Ghana (60% Clontarf). It is a good block
which explains why various interests want to be involved. Progress
had been made in late 2019 and early 2020, however the cessation of
international travel has stopped essential meetings. Zoom and
telephone calls continue but face to face meetings are required.
After more than a decade of frustration I cannot offer a timetable
to a solution. But the Tano acreage offers upside.
Lithium in Bolivia is a very exciting possibility. The battle
between Petrol / Diesel and Electric Engines is won by Electric
Vehicles. It will take time and there will be delays but within the
foreseeable future automobiles will be electric.
Electric engines need lithium. It is in scarce supply. Bolivia
is known to hold 60% of world resources in the form of lithium
brines in numerous salt pans high in the Andes. Therein lies some
of the issues. The deposits are often at elevations above 14,000
feet with no infrastructure, little water and lower oxygen - not
easy. Further some of the brines contain elements which make
processing to battery grade lithium difficult. Clontarf have worked
for a decade with various authorities in Bolivia. In recent times
we have focused on smaller salt pans containing higher grades and
purer brines. We have worked with the current authorities to submit
proposals acceptable to the government who are keen to maintain
majority control. We have brought skills to the country and believe
that we can work together to develop the lithium industry. It will
happen, we would like to be part of it.
Two decades ago we were active in Chad, a landlocked country in
the Sahel Desert. Oil was discovered and developed by
multinationals. Problems arose and development stalled. We have
returned to the country and believe that significant opportunities
exist. Working with local partners we have presented non-binding
proposals to the Chadian authorities to acquire an exploration
block. It is early stage and there is no guarantee that a
successful outcome will be achieved. Further updates will be
provided if appropriate.
Similarly, in Nigeria, we are once again active. We are part of
a local consortium which has submitted a non-binding bid for an
offshore block. Again, it is early stage and there is no guarantee
that a successful outcome will be achieved. Further updates will be
provided if appropriate.
Conclusion
The world is in a far better state now than this time last year.
Hope has replaced fear. Once again spending is rising as pent-up
demand bursts forth. The oil price is at a level attractive to new
investment. The structural move to electric vehicles (EVs) offers
major possibilities for lithium producers.
Exploration companies spend money usually without any revenue.
Clontarf is fortunate with a listed share which has significant
market liquidity which allows the raising of fresh capital. We are
fully funded, after a recent funding in May 2021, for at least the
next eighteen months.
John Teeling
Chairman
18(th) May 2021
CLONTARF ENERGY PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2020
2020 2019
GBP GBP
Administrative expenses (361,308) (308,535)
LOSS FOR THE YEAR BEFORE TAXATION (361,308) (308,535)
Income tax expense - -
LOSS AFTER TAX AND TOTAL
COMPREHENSIVE INCOME FOR THE YEAR (361,308) (308,535)
Loss per share - basic and
diluted (0.05p) (0.04p)
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2020
2020 2019
GBP GBP
ASSETS:
NON CURRENT ASSETS
Intangible assets 915,117 850,789
915,117 850,789
CURRENT ASSETS
Other receivables 1,786 3,344
Cash and cash equivalents 89,423 301,292
91,209 304,636
TOTAL ASSETS 1,006,326 1,155,425
LIABILITIES:
CURRENT LIABILITIES
Trade payables (66,140) (56,195)
Other payables (1,300,567) (1,180,567)
(1,366,707) (1,236,762)
TOTAL LIABILITIES (1,366,707) (1,236,762)
NET LIABILITIES (360,381) (81,337)
EQUITY
Called-up share capital 1,792,450 1,792,450
Share premium 10,900,373 10,900,373
Retained deficit (13,157,083) (12,795,775)
Share based payment
reserves 103,879 21,615
TOTAL EQUITY (360,381) (81,337)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2020
Called-up Share Based
Share Share Payment Retained
Capital Premium Reserve Deficit Total
GBP GBP GBP GBP GBP
At 1 January
2019 1,792,450 10,900,373 191,646 (12,677,836) 206,633
Share options
vested - - 20,565 - 20,565
Share options
expired - - (190,596) 190,596 -
Loss for the
year and
total
comprehensive
income - - - (308,535) (308,535)
At 31 December
2019 1,792,450 10,900,373 21,615 (12,795,775) (81,337)
Share options
vested - - 82,264 - 82,264
Loss for the
year and - - - (361,308) (361,308)
total
comprehensive
income
-
At 31 December
2020 1,792,450 10,900,373 103,879 (13,157,083) (360,381)
Share premium
The share premium reserve comprises of a premium arising on the
issue of shares. Share issue expenses are deducted against the
share premium reserve when incurred.
Share based payment reserve
The share based payment reserve arises on the vesting of share
options under the share option plan. Share options expired are
reallocated from share based payment reserve to retained deficit at
their grant date fair value.
Retained deficit
Retained deficit comprises of losses incurred in the current and
prior years.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2020
2020 2019
GBP GBP
CASH FLOW USED IN OPERATING
ACTIVITIES
Loss for the year (361,308) (308,535)
Share options vested 51,415 20,565
Foreign exchange gains 102 4,697
(309,791) (283,273)
MOVEMENTS IN WORKING CAPITAL
Increase in trade and other
payables 99,945 80,057
Decrease in trade and other
receivables 1,558 565
101,503 80,622
NET CASH USED IN OPERATING
ACTIVITIES (208,288) (202,651)
CASH FLOWS USED IN INVESTING
ACTIVITIES
Additions to exploration and
evaluation assets (3,479) (2,924)
NET CASH FROM INVESTING
ACTIVITIES (3,479) (2,924)
NET DECREASE IN CASH AND CASH
EQUIVALENTS (211,767) (205,575 )
Cash and cash equivalents at
beginning of the financial year 301,292 511,564
Effect of foreign exchange rate
changes (102) (4,697)
CASH AND CASH EQUIVALENTS
AT OF THE FINANCIAL YEAR 89,423 301,292
Notes:
1. ACCOUNTING POLICIES
There were no changes in accounting policies from those used to
prepare the Group's Annual Report for financial year ended 31
December 2019. The financial statements have been prepared in
accordance with International Financial Reporting Standards and
IFRSs as adopted by the European Union and in accordance with the
Companies Act 2006.
2. LOSS PER SHARE
Basic loss per share is computed by dividing the loss after
taxation for the year available to ordinary shareholders by the
weighted average number of ordinary shares in issue and ranking for
dividend during the year. Diluted earnings per share is computed by
dividing the loss after taxation for the year by the weighted
average number of ordinary shares in issue, adjusted for the effect
of all dilutive potential ordinary shares that were outstanding
during the year.
The following table sets out the computation for basic and
diluted earnings per share (EPS):
2020 2019
GBP GBP
Numerator
For basic and diluted EPS (361,308) (308,535)
Denominator
For basic and diluted EPS 716,979,964 716,979,964
Basic EPS (0.05p) (0.04p)
Diluted EPS (0.05p) (0.04p)
The following potential ordinary shares are anti-dilutive and
are therefore excluded from the weighted average number of shares
for the purpose of the diluted earnings per share:
No. No
Share options 40,500,000 40,500,000
3. GOING CONCERN
The Group incurred a loss for the year of (GBP361,308) (2019:
GBP308,535), had net current liabilities of GBP1,275,498 (2019:
GBP932,126) and net liabilities of (GBP360,381) (2019: GBP81,337)
at the balance sheet date. These conditions, as well as those noted
below, represent a material uncertainty that may cast doubt on the
Group's ability to continue as a going concern.
Included in current liabilities is an amount of GBP1,300,567
(2019: GBP1,180,567) owed to directors in respect of directors'
remuneration due at the balance sheet date. The directors have
confirmed that they will not seek settlement of these amounts in
cash for a period of at least one year after the date of approval
of the financial statements or until the Group has generated
sufficient funds from its operations after paying its third party
creditors.
The Group had a cash balance of GBP89,423 (2019: GBP301,292) at
the balance sheet date. The directors have prepared cashflow
projections for a period of at least 12 months from the date of
report which indicate that the group will require additional
finance to fund working capital requirements and develop existing
projects. The cashflow projections include any anticipated impacts
of the Covid-19 pandemic on the Group. The scale and duration of
these impacts remain uncertain as at the date of this report,
however they are not significantly impacting the Group's
operations. As the Group is not revenue or cash generating it
relies on raising capital from the public market. On 6(th) May 2021
the group raised GBP500,000 by placing 153,846,153 new ordinary
shares. Further details are outlined in note 9.
As in previous years the Directors have given careful
consideration to the appropriateness of the going concern basis in
the preparation of the financial statements and believe the going
concern basis is appropriate for these financial statements. The
financial statements do not include the adjustments that would
result if the Group and Company were unable to continue as a going
concern.
4. INTANGIBLE ASSETS
2020 2019
Group Group
Exploration and GBP GBP
evaluation
assets:
Cost:
At 1 January 8,561,001 8,528,077
Additions
during the
year 64,328 32,924
At 31 December 8,625,329 8,561,001
Impairment:
At 1 January 7,710,212 7,710,212
Impairment - -
during the
year
At 31 December 7,710,212 7,710,212
Carrying Value:
At 1 January 850,789 817,865
At 31 December 915,117 850,789
Segmental 2020 2019
analysis
Group Group
GBP GBP
Bolivia 62,074 16,225
Ghana 853,043 834,564
915,117 850,789
Exploration and evaluation assets relate to expenditure incurred
in prospecting and exploration for lithium, oil and gas in Bolivia
and Ghana. The directors are aware that by its nature there is an
inherent uncertainty in exploration and evaluation assets and
therefore inherent uncertainty in relation to the carrying value of
capitalised exploration and evaluation assets.
During 2018 the Group resolved the outstanding issues with the
Ghana National Petroleum Company (GNPC) regarding a contract for
the development of the Tano 2A Block. The Group has signed a
Petroleum Agreement in relation to the block and this agreement
awaits ratification by the Ghanian government.
The Company is in negotiations with the Vice-Ministry of
Electrical High Technologies and the State Lithium Company in
Bolivia on exploration and development of salt-lakes in accordance
with law. Samples have been analysed and process work is
underway.
The directors believe that there were no facts or circumstances
indicating that the carrying value of intangible assets may exceed
their recoverable amount and thus no impairment review was deemed
necessary by the directors. The realisation of these intangibles
assets is dependent on the successful discovery and development of
economic deposit resources and the ability of the Group to raise
sufficient finance to develop the projects.
It is subject to a number of potential significant risks, as set
out below:
-- licence obligations;
-- exchange rate risks;
-- uncertainties over development and operational costs;
-- political and legal risks, including arrangements with
Governments for licences, profit sharing and taxation;
-- foreign investment risks including increases in taxes,
royalties and renegotiation of contracts;
-- title to assets;
-- financial risk management;
-- going concern;
-- ability to raise finance; and
-- operational and environmental risks.
Included in the additions for the year are GBP60,849 (2019:
GBP30,000) of directors' remuneration. The remaining balance
pertains to the amounts capitalised to the respective projects held
by the entity.
5. TRADE PAYABLES
2020 2019
Group Group
GBP GBP
Trade payables 40,140 38,195
Other accruals 26,000 18,000
66,140 56,195
It is the Company's normal practice to agree terms of
transactions, including payment terms, with suppliers and provided
suppliers perform in accordance with the agreed terms, payment is
made accordingly. In the absence of agreed terms it is the
Company's policy that payment is made between 30 - 40 days. The
carrying amount of trade and other payables approximates to their
fair value.
6. OTHER PAYABLES
2020 2019
Group Group
GBP GBP
Amounts due to directors 1,300,567 1,180,567
1,300,567 1,180,567
Other payables relate to amounts due for directors' remuneration
of GBP1,300,567 (2019: GBP1,180,567) accrued but not paid at year
end.
7. CALLED-UP SHARE CAPITAL
Allotted, called-up and fully paid:
Number Share Capital Share Premium
GBP GBP
At 1
January
2019 716,979,964 1,792,450 10,900,373
Issued - - -
during
the year
At 31
December
2019 716,979,964 1,792,450 10,900,373
Issued - - -
during
the year
At 31
December
2020 716,979,964 1,792,450 10,900,373
Share Options
A total of 40,500,000 share options were in issue at 31 December
2020 (2019: 40,500,000). These options are exercisable, at prices
ranging between 0.70p and 0.725p, up to seven years from the date
of granting of the options unless otherwise determined by the
board.
8. SHARE BASED PAYMENTS
The Group issues equity-settled share-based payments to certain
directors and individuals who have performed services for the
Group. Equity-settled share-based payments are measured at fair
value at the date of grant. Shares issued to individuals and
directors will vest 3 years from the period that the awards
relate.
Fair value is measured by the use of a Black-Scholes model.
The Group plan provides for a grant price equal to the average
quoted market price of the ordinary shares on the date of
grant.
2020 2019
Weighted Weighted
average average
30/06/2020 exercise price 30/06/2019 exercise price
Options in pence Options in pence
Outstanding at beginning of year 40,500,000 0.7 8,900,000
4.25
Issued - - 40,000,000 0.7
Expired - - (8,400,000) 4.25
Outstanding at end of the year 40,500,000 0.7 40,500,000 0.7
Exercisable at end of the year 27,166,667 0.7 13,833,333 0.7
During the prior year 40,000,000 options were granted with a
fair value of GBP246,788. These fair values were calculated using
the Black-Scholes valuation model. These options will vest over a 3
year period and will be capitalized or expensed on a straight line
basis over the vesting period.
The inputs into the Black-Scholes valuation model were as
follows:
Grant 2 October 2019
Weighted average share price at date of grant (in pence)
0.7p
Weighted average exercise price (in pence) 0.7p
Expected volatility 116.23%
Expected life 7 years
Risk free rate 1.3%
Expected dividends none
Expected volatility was determined by management based on their
cumulative experience of the movement in share prices.
The terms of the options granted do not contain any market
conditions within the meaning of IFRS 2.
The Group capitalised expenses of GBP30,849 (2019: GBPNil) and
expensed costs of GBP51,415 (2019: GBP 20,565) relating to
equity-settled share-based payment transactions during the
year.
9. POST BALANCE SHEET EVENTS
On 6 May 2021 the Company announced that it had raised
GBP500,000 via the placing of 153,846,153 ordinary shares with new
and existing investors at a price of 0.325p per placing share.
10. ANNUAL GENERAL MEETING
The Company's Annual General Meeting will be held on Wednesday
23(rd) June 2021 at Granite Exchange, 5-6 Kildare St, Newry BT34
1DQ at 11.00 am. Further information, including the Notice of AGM,
will be provided shortly.
11. GENERAL INFORMATION
The financial information set out above does not constitute the
Company's audited financial statements for the year ended 31
December 2020 or the year ended 31 December 2019. The financial
information for 2019 is derived from the financial statements for
2019 which have been delivered to the Registrar of Companies. The
auditors had reported on the 2019 statements; their report was
unqualified with an emphasis of matter in respect of considering
the adequacy of the disclosures made in the financial statements
concerning the valuation of intangible assets, and did not contain
a statement under section 498(2) or 498(3) of the Companies Act
2006. The financial statements for 2020 will be delivered to the
Registrar of Companies.
A copy of the Company's Annual Report and Accounts for 2020 will
be mailed shortly only to those shareholders who have elected to
receive it. Otherwise, shareholders will be notified that the
Annual Report will be available on the website
www.clontarfenergy.com . Copies of the Annual Report will also be
available for collection from the Company's registered office,
Suite 1, 3(rd) Floor, 11-12 St. James's Square, London, SW1Y
4LB.
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