Prior to publication, the
information contained within this announcement was deemed by the
Company to constitute inside information as stipulated under the UK
Market Abuse Regulation. With the publication of this announcement,
this information is now considered to be in the public
domain.
27 June 2024
Zephyr Energy
plc
("Zephyr", the "Company", or
the "Group")
Full Year Results for the
year ended 31 December 2023
Notice of
AGM
Zephyr Energy plc (AIM: ZPHR)
(OTCQB: ZPHRF), the Rocky Mountain oil and gas company focused on
responsible resource development, is pleased to announce its
audited results for the year ended 31 December 2023.
Rick Grant, Zephyr's Non-Executive Chairman,
said:
"I
am pleased to present the Company's financial and operational
results for the 2023 financial year, a period in
which we continued to deliver as a cash-generating oil and gas
exploration and production group.
"Despite facing a significant operational challenge
during the year, we continued to make steady progress in our
pursuit of unlocking the next prolific onshore U.S. oil and gas
play.
"With a balanced portfolio of non-operated assets and an
operated asset with asymmetric growth potential, our strategy is
clear. Cashflows generated from our non-operated asset portfolio in
the Williston Basin, North Dakota, will be recycled and reinvested
to develop our flagship operated asset in the Paradox Basin, Utah,
to acquire and to develop further non-operated assets, and to cover
our corporate costs.
"I
was delighted by the recent safe and successful drilling operation
on the State 36-2R LNW-CC well and we are looking forward to the
results from the forthcoming production test.
"I
would like to extend my appreciation to the Zephyr team and our
contractors for their ongoing work, and I would also like to extend
my gratitude to my fellow Board members, leadership team, advisors
and most importantly, our Shareholders for their continued
support.
"We have an exciting period ahead of us and I believe, more
than ever, that we have the pieces in place to enable us to deliver
on our strategic objectives successfully."
Notice of AGM and posting of annual report
The Annual General Meeting of the
Company (the "AGM") will be held at 11 a.m. on 31 July 2024 at the
offices of Memery Crystal, 165 Fleet Street, London EC4A
2DY.
A copy of the Company's annual
report and accounts, and the notice of AGM, will shortly be
available on Zephyr's website, http://www.zephyrplc.com,
and posted to Zephyr's Shareholders this week.
The Group's results and director
statements, as extracted from the annual report and accounts, are
set out further below.
Contacts
Zephyr Energy plc
Colin Harrington (CEO)
Chris Eadie (Group Finance Director
and Company Secretary)
|
Tel:
+44 (0)20 7225 4590
|
Allenby Capital Limited - AIM
Nominated Adviser
Jeremy Porter / Vivek
Bhardwaj
|
Tel:
+44 (0)20 3328 5656
|
Turner Pope Investments -
Joint-Broker
James Pope / Andy Thacker
|
Tel:
+44 (0)20 3657 0050
|
Panmure Gordon (UK) Limited -
Joint-Broker
Hugh Rich/ James
Sinclair-Ford
|
Tel: +44
(0) 20 7886 2500
|
Celicourt Communications -
Public Relations
Mark Antelme / Felicity Winkles /
Ali AlQahtani
|
Tel: +44
(0) 20 7770 6424
|
Qualified Person
Dr Gregor Maxwell, BSc Hons. Geology
and Petroleum Geology, PhD, Technical Adviser to the Board
of Zephyr Energy plc, who meets the criteria of a qualified
person under the AIM Note for Mining and Oil & Gas Companies -
June 2009, has reviewed and approved the technical information
contained within this announcement.
Notes to Editors
Zephyr Energy plc (AIM: ZPHR)
(OTCQB: ZPHRF) is a technology-led oil and gas company focused on
responsible resource development from carbon-neutral operations in
the Rocky Mountain region of the United States. The Company's
mission is rooted in two core values: to be responsible stewards of
its investors' capital, and to be responsible stewards of the
environment in which it works.
Zephyr's flagship asset is an
operated 46,000-acre leaseholding located in the Paradox Basin,
Utah, 25,000 acres of which has been assessed to hold, net to
Zephyr, 2P reserves of 2.6 million barrels of oil equivalent
("mmboe"), 2C resources of 34 mmboe and 2U resources 270
mmboe.
In addition to its operated assets,
the Company owns working interests in a broad portfolio of
non-operated producing wells across the Williston Basin in North
Dakota and Montana. Cash flow from the Williston production
will be used to fund the planned Paradox Basin development. In
addition, the Board will consider further opportunistic
value-accretive acquisitions.
CHAIRMAN'S
STATEMENT
OVERVIEW
On behalf of the Company's Board of
Directors (the "Board") I am pleased to present the Company's
financial and operational results for the 2023 financial year which
reflect the ongoing efforts and commitment of the Zephyr
team.
Despite facing a significant
operational challenge during the 2023 financial year, we continued
to deliver as a cash-generating, exploration and production group
focused on two established oil producing basins in the Rocky
Mountain region of the U.S., and we have made steady progress in
the pursuit of our key objective of unlocking the next prolific
onshore U.S. oil and gas play.
With a balanced portfolio of
non-operated assets and an operated asset with asymmetric growth
potential, our strategy is clear. Cashflows generated from
non-operated asset production in the Williston Basin, North Dakota,
U.S. (the "Williston project") are recycled and reinvested to
pursue development of our flagship operated asset in the Paradox
Basin, Utah, U.S. (the "Paradox project").
We are supported and driven by our exceptional
people, and have continued to bolster our team in the U.S. by way
of several key hires in operations and finance. Led by an
experienced executive leadership team with a proven track record, I
believe this will enable us to deliver on our strategy and,
in-turn, generate value and responsible growth for all our
stakeholders.
As always, the health, safety and
welfare of the team and contractors is of prime importance. We have
a zero-harm safety culture focused on continuous improvement to
achieve an injury-free and safe work environment. The Board is
pleased to report that during the period there were no Lost Time
Injuries ("LTIs").
The Board is also committed to
ensuring that the actions and investment decisions it makes are in
line with our core values of being responsible stewards of
investors' capital and of the environment. This includes our
commitment to minimising our environmental impact through positive
actions and to protect the surroundings in which we
operate.
In this respect, I was incredibly
proud of how we responded to the well control issue on the State
36-2 LNW-CC well (the "State 36-2 well") in April 2023. The
incident was a significant event for our team but the response, in
a difficult and fast-moving situation, was well executed despite
the challenges faced. There were several important lessons learned
from the incident, but a key takeaway for me was the
professionalism and commitment of our team in addressing the
situation in a responsible manner. It is further credit to the team
that the incident was closed-off with no LTIs or long-term
environmental damage and that we managed to get our day-to-day
operations back on track to the point that drilling operations
recommenced on the Paradox project within twelve months of the
incident.
After months of meticulous planning,
I was delighted that we managed to successfully drill the State
36-2R LNW-CC well (the "State 36-2R well"). Drilling operations
delivered on all the key objectives, and we look forward to the
commencement of the production test which will soon allow us to
understand the full potential of the well. This will hopefully be
the catalyst for an exciting and transformational period
ahead.
I am pleased to point to several
examples of key stakeholders who have worked with and supported the
Company over the recent months demonstrating a strong endorsement
of the Company and the way in which we operate.
Sturdy and honest relationships, formed over
the years of working with multiple state and federal regulators,
proved of great benefit during the well control issue and
subsequent permitting of the State 36-2R well. The relationship and
knowledge-sharing partnership with the U.S. Department of Energy
and the University of Utah continues to benefit all parties, and
further non-dilutive grant funding has recently been made available
to the Company. Further, the supportive relationship with a key
debt provider, SGR Investments LLC, was evidenced by the conversion
of a sizeable portion of their existing debt into Zephyr's equity
at the prevailing market price. I am proud that the Company is
recognised by those with whom we work closely as a professional and
quality operator.
OPERATIONAL ACTIVITY
Paradox project
During the period under review,
Zephyr saw a recalibration at the Paradox project following the
discovery of a major and productive natural
fracture network and the subsequent well-control incident on
the State 36-2 well.
What followed was a period of
considerable activity to address the impacts of the well control
incident. Once resolved, and after extensive due diligence,
workover operations and confirmation that our well control
insurance would cover substantially all costs
associated with the redrill, the Board
concluded that redrilling the State 36-2 well was the optimal path
forward to harness the significant discovery made by the
well.
Following the Board's decision,
Zephyr's team commenced detailed internal well-planning processes
(supplemented by multiple high-pressure/high temperature specialist
service providers) which resulted in an augmented well plan. Once
sundry permit approvals were granted, swift progress was made by
our operational team with the award of the drilling permit and
securing a rig contract with Helmerich & Payne ("H&P"), to
enable full drilling operations to commence in April
2024.
We were delighted to recently
announce that drilling operations on the State 36-2R well were
completed safely and successfully and that all key objectives had
been met. During the upcoming production test, the well will be
flowed and production tested to determine reservoir pressure, fluid
composition, well flow rate, bulk reservoir permeability and to
deliver an early estimate of the overall potential recoverable
resources.
The drilling successes achieved to
date have given added impetus for the Group to secure an
infrastructure solution for the gas produced from the Paradox
project, and in September 2023 we noted the commissioning of the
Green River pipeline owned by Dominion Energy LLC, Utah
("Dominion"). The pipeline crosses Zephyr's acreage position and
has the potential to provide a nearby route for gas export from our
Paradox acreage.
We are continually looking at ways
to increase the scale, optionality and attractiveness of the
Paradox project, and our new farm-in opportunity in the Salt Wash
helium field is another exciting development. Our team has studied
the potential to redevelop the remaining reserves of the Salt Wash
Field, which lies directly to the south of our White Sands Unit
(the "WSU"), utilises the same road network, and has similar oil
and gas potential in the Paradox Formation as the WSU. While helium
is a new addition to our resource exposure, many nearby Paradox
Basin oil and gas operators are already producing comingled helium
in commercial quantities, with an active local offtake market for
produced helium. While the Group is not looking for helium to
become a primary focus, the Group is cognisant that it may offer
optionality and represent a value-added opportunity for the Paradox
project. We expect to partner with industry participants to help
appraise and fund the potential of this resource while also taking
advantage of our regional knowledge, existing operations and asset
platform.
Williston project
Our non-operated assets continue to
deliver strong cashflows, allowing us to proceed with our ongoing
Paradox project development, and have been of critical importance
during the period in which we managed the well control
incident.
Our robust and diverse portfolio of
non-operated production and near-term production assets were
acquired for their low-risk, high-return cashflow potential. Since
2020, we have completed 14 discrete acquisitions with a portfolio
of interests taking production from zero to a current run rate of
over 1,200 barrels of oil equivalent per day ("boepd").
At 31 March 2024, we had 230
wells in our portfolio available for production and our net working
interests now average 7.1% per well (equivalent to 16.3 total
wells).
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")
As we grow and transform the
Company, we continue to foster a safe working environment and
maintain active relations in the communities in which we operate.
Sustaining our local communities through environmental stewardship,
social responsibility and strong corporate governance is an
extension of our mission and reflects our goal to make a lasting
and meaningful positive impact in these communities.
I am pleased that we continue to
pursue carbon-neutral status as an oil and gas producer. This is
achieved through our Verified Emission Reduction credits ("VERs")
programme, which aims to offset all Scope 1 carbon emissions from
both our operated and non-operated assets, and which is
administrated through the Prax Group ("Prax"), a leading UK- based
energy trading company.
FINANCIAL
For the 2023 financial year, the
Group reported revenues of US$25.2 million (2022: US$41.1 million)
and a gross profit of US$7.2 million (2022: US$22.4
million).
These results were largely in line
with our expectations, reflecting the lower oil price environment
over the period, normal decline on the non-operated portfolio
wells, and delays to the six wells operated by Slawson Exploration
Company ("Slawson") coming online.
The Slawson wells are now online,
albeit still not at full capacity. At the date of this report,
production information indicates that the wells remain partially
curtailed, likely due to gas infrastructure constraints.
CONCLUSION
I would like to extend my appreciation to the
team and our contractors for their work during the past year to
deliver on the development of the Paradox project and on our wider
strategy. I would also like to extend my gratitude to my fellow
Board members, leadership team, advisors and most importantly our
Shareholders for their continued support.
The Board is looking to the future
with a high degree of confidence as we continue to deliver on our
vision of 'opening up the next prolific onshore U.S. oil and gas
play' and delivering value for all stakeholders.
We have an exciting period ahead of
us and I believe we have the pieces in place to enable us to
deliver on our strategic objectives successfully.
RL
Grant
Chairman
26 June 2024
CHIEF EXECUTIVE OFFICER'S REPORT AND OPERATING
REVIEW
PRINCIPAL OBJECTIVES AND STRATEGIES
Zephyr Energy plc is an oil and gas
exploration and production group operating in the Rocky Mountain
region of the U.S.
The Group's stated mission is to
open up the next prolific onshore U.S. oil and gas play through the
development of its flagship Paradox project. The two core values of
the Group are to be responsible stewards of investors' capital and
responsible stewards of the environment.
To achieve this mission, the Group
has prioritised:
· Building a team with significant experience in the U.S. oil
and gas sector, with a particular focus on operations, development,
governance, finance, merger, acquisition, and turnaround
experience. The Group has strengthened the operational team
significantly during the 2023 financial year with several key
appointments and promotions;
· Maintaining a clear strategic direction - we are wholly
focused on responsible exploration and production assets in the
Rocky Mountain region;
· The
development of a non-operated asset portfolio that provides
cashflow to be reinvested in the Paradox project;
· A
continued focus on meaningful ESG efforts, including corporate
governance compliance, pursuing carbon-neutrality across our
operations, and proactive engagement with the communities in which
we operate;
· The
leveraging of partnerships (such as the U.S. Department of Energy,
experienced operators in the basins in which we operate, and
relationships with our debt providers and Shareholders);
· The design and build of a technology-led acquisition process
which can rapidly assess opportunities of further interests through
acquisition, farm-in agreements or joint venture arrangements;
and
· Tight
financial control and cash conservation.
REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS
Overview
The 2023 financial year, and the period since,
were a time of sustained progress and activity for Zephyr despite
an unwelcome operational setback with the well-publicised State
36-2 well control issue.
The Group continues to lay the foundations to
bring the Paradox project into commercial production, and in doing
so will deliver on the Board's core mission of unlocking the next
prolific onshore oil and gas play in the U.S.
Having made excellent progress in rectifying
matters following the well control incident on the State 36-2 well,
we subsequently recommenced our drilling operations, and the recent
drilling of the State 36-2R well means we have now fully resumed
our Paradox project activity and the wider project
development.
In addition to our planned activity on the
Paradox project, we expect to see increased cashflows from our
non-operated assets over the course of the next financial year,
particularly now that the Slawson wells are online. Planning is
underway to develop our new farm-in project in the Salt Wash
natural gas and helium field. The Salt Wash project will likely be
undertaken in a financial partnership with industry
participants.
I feel that we can look forward to the next
period with a degree of optimism and excitement as we look to
further unlock the value from our strong asset portfolio for our
Shareholders.
Paradox project - operated asset
Background
The Board continues to believe that the Paradox
project has considerable scale and economic potential.
The Paradox project is an operated lease
holding of over 46,000 gross acres, 25,000 acres of which has
been assessed, by third-party consultant Sproule International
("Sproule"), to hold, net to Zephyr, 2P reserves of 2.6 million
barrels of oil equivalent ("mmboe"), 2C resources of 34 mmboe and
net unrisked 2U resources of 270 mmboe.
The Group's land management strategy continues
to be active and has resulted in a defensible and growing land
position which Zephyr's Board believes is increasingly difficult to
replicate in today's increasingly regulatory and political
environment.
To date, all three wells drilled by Zephyr at
the Paradox project have discovered hydrocarbons, and the project
appears capable of being transformed into commercial production
once the wells are tied into natural gas infrastructure.
Drilling activity to date has provided the
Group with a wealth of new reservoir information which has in turn
resulted in a far greater geological understanding of our acreage
position. This information includes strong evidence of:
· A
continuous resource play (tight oil and tight gas);
· Repeatable petrophysics across a large area;
· Geology which correlates with the seismic results;
· Consistent reservoir thickness within a sub area;
· High
reservoir pressures;
· High
matrix permeability for a resource play;
· A
reservoir which can be stimulated (with favourable rock mechanics
albeit under high stress); and
· The
presence of productive natural fractures.
Based on this, the Board believes that the
Paradox project contains substantial potential upside and is fully
focused on continuing the work required to develop the acreage into
a revenue generating project.
The Board is delighted that Dominion's 16-inch
gas export pipeline which extends across the Paradox project has
now been completed. This off-take solution directly crosses over
Zephyr's asset base and provides the potential for the commercial
export of natural gas from our wells to the sales
market.
State 36-2
well
In November 2022, the Group
announced that drilling on the State 36-2 well had commenced with
the prime objective to target potential production
from the Cane Creek reservoir. Drilling operations
continued into 2023.
Results from the drilling operations
indicated that the well penetrated a folded and naturally
fractured Cane Creek reservoir, features which have been
highly productive in Cane Creek wells drilled by other
operators. Pore pressure analysis suggested that the well
encountered very high reservoir overpressure, with formation
pressures estimated at around 9,300 pounds per square inch (which
is broadly consistent with previously drilled offset
wells).
The well further delineated the
presence of natural gas and condensate within a large structural
compartment at a new location within Zephyr's acreage and 3D
seismic coverage, and provided additional confirmation of Zephyr's
model for hydrocarbons in place across its entire acreage
position.
State 36-2
well production test and well control incident
On 8 March 2023, the Group
announced that planning for the production test on the well had
been completed and that all services for the test had been
procured. A service rig was mobilised to the well-site and
operations on the ground commenced. Workover operations (which were
to include perforating the well in the productive portion of
the Cane Creek reservoir) and subsequent production
testing were estimated to take four to six weeks. As the well was
expected to flow from natural fractures, no hydraulic stimulation
was expected as part of this test.
On 7 April 2023, as workover operations were
being completed, the well experienced a control issue despite
multiple attempts to secure the well by the rig crew. The incident
was initially caused by a downhole barrier failure and then a
subsequent failure of a surface safety valve, which resulted in
hydrocarbons being released from the well.
In keeping with safety procedures, all
personnel were safely evacuated without injury. All relevant
authorities were notified and a specialist well control team
(recommended by the Group's insurers) was deployed to bring the
well under control as quickly as possible.
Ultimately, well control efforts were
successful and remediation and clean-up operations completed. A
third-party confirmatory environmental survey was subsequently
undertaken and the results found no evidence of any environmental
impact. The relevant authorities confirmed that the remediation
satisfied regulatory standards.
During the incident, multiple joints
of the well's 2 7/8-inch production tubing were compromised, and
Zephyr's operations team worked methodically to remove and inspect
the joints while keeping the wellbore static. Operations to
retrieve the damaged tubing progressed slower than expected due to
the poor condition of the tubing, as exhibited by the multiple
damaged and buckled joints retrieved that led to the need for
milling operations. Ultimately operations did not result in
sufficient recoveries to justify the continuation of the ongoing
cost of this well work versus the estimated cost to redrill the
well.
Therefore, and following
consultation with our regulators and insurers, the Board elected to
proceed with a redrill of a "twinned" well, the State 36-2R well,
from an adjacent location on the same drilling pad.
The Group retains full well control
insurance coverage and expects to recover substantially all costs
associated with the well control incident and the drilling costs
associated with the redrill. At the date of this report, circa
US$12 million has been recovered in respect of the
incident.
State 36-2R well
Over the last few months of 2023,
with the aim of ensuring an optimal drilling outcome for the State
36-2R well, Zephyr's team commenced a detailed internal
well-planning processes (supplemented by multiple
high-pressure/high temperature specialist service providers) and
continued its extensive interaction with the Group's well control
insurance providers. This process culminated in an updated drilling
plan which was then submitted to state and federal regulators for
approval.
In February 2024, the Group
announced that it had received the regulatory approvals and permits
required to proceed with the redrill and in March 2024, following a
detailed selection process, Zephyr announced that it had signed a
rig contract with H&P for its Rig 257 to drill the
well.
The key objectives of the State
36-2R well were:
· To successfully
complete drilling operations to total depth safely and without harm
to people, the environment or equipment;
· To
successfully twin the State 36-2 well and intersect the
same Cane Creek reservoir natural fracture system
identified by it;
· To
confirm the presence of hydrocarbons as found by the State 36-2R
well, and further appraise the Cane Creek reservoir at
Zephyr's federal WSU; and
· Should
the original well result be replicated, to assess the reservoir
productivity by flow testing the new well.
In April 2024, the Group announced
that full drilling operations had commenced and the surface section
of the well had been spud. By June 2024, the Group announced that
the well had been completed safely and
successfully, with the well drilled to a total depth of 10,290 feet
(measured depth) where it intersected the same Cane Creek reservoir
within 15 feet of the original wellbore and its natural fracture
network. This means that the three of the four key objectives for
the well have now been met.
Zephyr has mobilised the equipment
for completion and production testing of the naturally fractured
reservoir zone that was intersected during drilling operations and
production testing is expected to be underway shortly.
Initial analysis from drilling
indicates that the State 36-2R well, like the State 36-2 well,
penetrated a folded and naturally fractured section of the
Cane Creek reservoir. The well encountered drilling mud gas shows
of a similar magnitude to the original well and pore pressure
analysis suggest formation pressures estimated at approximately
9,300 pounds per square inch (which is broadly consistent with
previously drilled offset wells).
The well further confirms the
presence of hydrocarbons within a large structural compartment,
within Zephyr's acreage and 3D seismic coverage. During the ongoing
production test, the well will be flowed and production tested to
determine reservoir pressure, fluid composition, well flow rate,
bulk reservoir permeability and deliver an early estimate of the
overall potential recoverable resources.
State 16-2LN-CC well update
Following on from the successful drilling,
completion and production test of the State 16-2LN-CC well (the
"State 16-2 well") in 2022, the first phase of the extended
production testing on the well was completed within the flare
consent limit set by the regulatory bodies, and Zephyr subsequently
tested the well a second time in March 2023 to commission surface
facilities, improve flow assurance and to gather more production
data.
This second well test was hampered by severe
weather and initial surface facility commissioning issues which
resulted in delays to the programme and, at times, intermittent
operational activity.
Once the start-up commissioning issues had been
successfully resolved, the well was initially brought online at
choked-back, moderate rates to test for flow assurance at varying
levels of production. At a controlled rate of 2 million cubic
feet of gas per day and 100 barrels of oil per day (an average of
433 boepd) the well flowed continuously and surface flow assurance
efforts proved successful.
As flow rates were increased above those
levels, well performance became limited by freshwater pumping
capacity and was subsequently impacted by the formation of
down-hole salt precipitate. The precipitate, which blocked and was
subsequently cleared multiple times, impacted the well's flow
capacity to achieve extended higher rates. The Group was in
early stages of testing higher rates when its mandated flaring
limits were reached.
The operational team is assessing whether the
precipitate issue is a function of continued flow back of injected
completion fluids or a function of normal flowing conditions. Under
either scenario, the Group has planned mitigation solutions in
place and plans to test these solutions in the coming months
(subject to regulatory approvals and gas export availability) in
order to fully determine the potential of the reservoir at this
location.
Working interest acquisition, WSU restructuring and acreage
acquisition
As outlined above, we continue to
take a number of steps to strengthen the Paradox project land
position which will be critical for the long-term success of the
project.
In February 2023, Zephyr announced
that it had completed its acquisition of the remaining 25% working
interest in the core acreage of the Paradox project
from Rockies Standard Oil Company
LLC ("RSOC").
The total consideration payable for
the working interest is up to US$3 million, payable by
way of the issue of new Ordinary Shares of 0.1 pence each
in the capital of the Company at a price of 6.05 pence per new
Ordinary Share, representing a circa 11% premium to the Company's
mid-market closing share price on 20 December 2022.
· A
first tranche of 13,483,095 new Ordinary Shares was issued to
RSOC on the completion of the acquisition; and
· A
second tranche of 26,966,189 new Ordinary Shares will be
issued upon Zephyr's final investment decision with respect to
the contract award to a primary contractor to commence construction
activities to make the Powerline Road gas processing
plant operational.
The acquisition provided an
immediate opportunity for Zephyr to consolidate its working
interest in the core acreage of the Paradox
project and includes the following assets:
· The
remaining 25% interest in the State 16-2 well (with an estimated
NPV-10 of US$3.1 million);
· The
remaining 25% interest in the State 36-2 well; and
· Zephyr
retains its 100% ownership in the infrastructure assets acquired in
2022.
The acquisition was also immediately
accretive across all reserve and resource categories. Zephyr's
technical team estimated that the acquisition added:
· Over
450,000 barrels of oil equivalent ("boe") in 2P
Reserves;
· Over 7
million boe in 2C Contingent Resources; and
· Over
67 million boe of 2U unrisked Prospective Resources.
In late 2022, the Group announced
the acquisition of additional Paradox
Basin acreage adjacent to its WSU deemed by the
Board to have immediate development
potential.
The acquired acreage was largely
covered by Zephyr's existing 3D seismic, and directly bordered the
Zephyr lease on which the State 36-2 and State 36-2R wells are
located, and with access to pre-existing surface infrastructure
which Zephyr subsequently acquired.
A portion of the acquired acreage
was envisioned to be added to the WSU, subject to approval
from the U.S. Bureau of Land Management (the "BLM") for
which the Group applied in early 2023. In July 2023, Zephyr
announced that this approval was granted as part of larger
expansion/contraction amendment of the WSU. As part of the
approval, 5,000 high-graded acres with near-term development
potential were added to the WSU, and roughly 5,395 acres deemed by
the Group to be less suitable for future development were
relinquished.
These actions are part of the
Group's active and ongoing portfolio management of its project
position. The Board is pleased with its ongoing BLM
interactions which resulted in an amended federal unit with an
upgraded and manageable acreage position - a position increasingly
difficult to replicate in today's regulatory and political
environment.
In August 2023, the Group announced an
agreement to increase its land position through the targeted
acquisition of an additional 640 leased acres deemed by the Group
to be prospective for mid to long-term development.
The new acreage is on Utah
School and Institutional Trust Lands
Administration ("SITLA") lands and was secured during a SITLA
auction. The acreage is close to the Group's existing WSU and gas
export infrastructure.
Greentown wells
In July 2023, the Group announced
that it had commenced an assessment of five existing wellbores
(located in the WSU) acquired as part of a larger acquisition of
infrastructure assets in 2022. Several of the existing wells
are former producers of hydrocarbons and were subsequently shut-in
due to lack of operating infrastructure. Others were deemed to
have potential future use as salt water disposal wells or as
producers of salt water brine for potential extraction of lithium
resources.
As part of this assessment, Zephyr
commenced production from the Greentown Federal 28-11 well (the
"28-11 well") in order to understand the well's potential
contribution to overall field production when ongoing field
infrastructure work has been completed. Hydrocarbons were produced
from the well, with condensate volumes collected for sale and
natural gas volumes being flared within mandated limits.
Historically, the 28-11 well
produced over 0.36 billion cubic feet ("bcf") of gas and 93,000
barrels of oil prior to being shut-in due to a pipeline
shut-down.
Farm-in to
Salt Wash helium field
In October 2023, the Group announced
that it had opted to farm-in to the Salt Wash Field to increase the
Group's oil and gas resource potential, and to achieve exposure to
the U.S. industrial helium market. The farm-in is to a minimum 75%
working interest in a 1,047-acre leasehold position in the Salt
Wash Field which lies three miles to the south of the Group's WSU.
The Board views the farm-in as a natural extension to the Paradox
project.
The field has an already discovered,
proven helium resource in the Leadville Formation, with further
opportunity for upside through two deeper helium exploration
targets.
The Group's management forecasts the Salt Wash
project to include:
· Net
helium discovered resource potential of 0.07 to 0.19 bcf (Lower
Leadville Formation only);
· Net
helium un-risked, prospective resource of a further 0.04 to 0.66
bcf (including exploration targets); and
· An
estimated net present value at a 10% discount rate ("NPV-10") of
circa US$58 million with the risked upside case having an
NPV-10 of circa US$120 million (using US$650 per
thousand standard cubic feet ("mscf") and US$750/mscf pricing,
respectively).
Under the terms of the farm-in
agreement, payments totalling US$0.6 million were made to the
incumbent leaseholder and it is the Group's intention that the
dual-purpose Leadville Formation delineation well (the "Commitment
Well") will be drilled. The Commitment Well would also test
the two additional helium exploration targets and other potential
hydrocarbon bearing reservoirs. The Group expects to partner with
industry participants to help finance the Commitment Well and
appraise and fund the potential of this resource while also taking
advantage of our regional knowledge, existing operations and asset
platform.
Dominion pipeline availability
In September 2023, the Group was
notified by Dominion that its gas supply pipeline from the
Northwest Gas Pipeline system to the Green River area was
operational.
Williston project - non-operated asset
Overview
In 2021, Zephyr stated that one of
its key goals was to establish production and positive cashflow
either through its existing portfolio (the Paradox project), via
acquisition, or through a combination of both. The Williston
project, following 14 discrete acquisitions, continues to deliver
on this goal with 2023 production of circa 1,040 boepd, net to
Zephyr, and corresponding revenues of circa US$25 million for the
year.
At 31 March 2024, Zephyr had working
interests in 230 wells that were available for production. The
working interests are in prime locations, and the majority of the
wells are operated by Chord Energy Corporation, a
leading Williston Basin producer.
The Group's non-operated portfolio
continues to perform above the Board's initial expectations, and
the cashflow from the portfolio proved to be critical in 2023 as
the Group managed the fallout from the well control issue on the
State 36-2 well.
The Group will continue to develop
and grow its non-operated portfolio through opportunistic
acquisitions.
2023 summary
and outlook
2023 production from the
non-operated portfolio averaged circa 1,040 boepd net to Zephyr,
down from 1,410 boepd in 2022. 2023 full-year production was
lower than in the previous year due to the standard decline of the
portfolio and delays to the six Slawson wells coming online in
which Zephyr has significant working interests.
2023 revenues were US$25.2 million,
compared to US$41.1 million in 2022, impacted by the aforementioned
decline as well as a substantially lower commodity price
environment. The average realised price per barrel of oil was US$78
in 2023, with a fully blended realised price of circa US$65 per boe
(including gas and NGLs). Average operating expenditure in 2023 was
US$19.93 per barrel demonstrating the high margins available on the
Williston project production in the recent pricing
environment.
At 31 December 2023, 225 wells
in the portfolio were available for production, and net working
interests across the Williston Basin non-operated
portfolio averaged 8% per well, equivalent to 15.1 total wells net
to Zephyr, all of which utilised horizontal drilling and modern,
hydraulically stimulated completions.
The Slawson wells are expected to
give a boost to production in 2024. The average daily production
rate from the portfolio in March 2024 was 1,212 boepd
(versus 1,053 boepd in the fourth quarter of 2023), reflecting the
impact from the Slawson wells being online, albeit not at full
capacity. At the date of this report, production information
indicates that the wells remain partially curtailed, likely due to
gas infrastructure constraints.
Slawson
wells
In December 2022, Zephyr announced
the acquisition of working interests in the six Slawson
wells (equivalent to 1.1 total well) near to Zephyr's existing
non-operated working interests for a total consideration
of US$2.9 million. In addition, Zephyr paid the US$8.9
million capital expenditure ("CAPEX") associated with the working
interests to bring the wells into production.
The wells are operated by Slawson, a
top-tier operator and one of the largest private companies in
the Williston Basin. Slawson was an early pioneer of
horizontal development in the Williston Basin and has
excellent access to oilfield service companies and
infrastructure.
Zephyr's working interest in the six
new wells ranges from 11% to 32% and management estimates 2P
Reserves acquired are circa 550,000 boe, net to
Zephyr.
These new wells were originally
expected to provide a sizeable production boost to the Group
in the 2023 financial year (having been spud in November 2022
and expected online in the first half of 2023). However, delays
were experienced due to issues with the completion of surface
facilities on the well pad. The wells eventually came online
on 1 November 2023 with initial flow rates exceeding management
expectations, with production data adjusted for uptime showing an
average flow rate of 897 boepd, net to Zephyr during the wells
initial month of production.
Production from the Slawson wells
was subsequently temporarily curtailed in mid-December
2023 due to adverse weather conditions and infrastructure
constraints, and production resumed in late January 2024. At
the date of this report, the wells are currently producing albeit
not at full capacity as they remain partially curtailed, likely due
to gas infrastructure constraints.
While the delays in production from
the Slawson wells has been frustrating, management believes that
performance from the wells will ultimately meet expectations, with
an increase to the Group's overall production expected in 2024 as a
result of production from the wells.
Further production additions
During February 2024, ten wells
in which Zephyr holds working interests and which are operated
by Continental Resources (Harms Federal and Quale
Federal) were placed in production. Early production data shows
these wells performing ahead of management expectations, adding
initial production rates, net to Zephyr, of circa 75
boepd.
Hedging
In May 2023, the Board elected to
enter into additional oil hedge agreements given that most of the
hedges acquired in 2022 had since crystallised. Volumes hedged for
the nine months ending 31 December 2023 were increased
from 94,000 barrels ("bbls") to 137,000 bbls, at an average hedged
production price of US$84.76 per barrel of oil, with BP Energy
Company ("BP"), one of the world's leading energy trading
houses, continuing to serve as the counterparty.
At 31 December 2023, the Group had
hedged 27,000 barrels of oil over the first quarter of 2024 at a
weighted-average price of US$82.20 per barrel
of oil. In April 2024, a
further 76,000 barrels of oil were hedged over the remainder of
2024. 40,500 barrels of oil were hedged at a price of US$80.91,
with the remaining 35,500 barrels of oil being hedged by way of
financial collars which enable the Group to lock-in a minimum price
for these barrels. Of these, 26,500 will give the Group a minimum
price of US$74 per barrel of oil with the remaining 9,000
guaranteeing a floor price of US$69 per barrel of oil.
Corporate
In June 2023, the Company raised
gross proceeds of US$3.9 million (£3.2 million) by way of a placing
of 90 million new Ordinary Shares of 0.1 pence each in
the Company at a price of 3.5 pence per new Ordinary Share which
was supported by a range of existing institutional and other
investors, including Premier Miton.
During the period the Group
strengthened its team in the U.S. through the appointment or
promotion of several key individuals including:
· Andy
Lee - appointed Chief Financial Officer (U.S.)
· Heather Hatfield - appointed Chief Accounting
Officer
· Ryan
Walter - promoted to Vice President - Operations
All three officers are based
in Denver, Colorado.
In April 2024, the Company issued a
total of 61,503,028 share options to Directors, certain employees
and consultants of Zephyr, either to reflect historic awards under
the Company's Long-Term Incentive Plan, bonuses for performances
achieved in 2021 and 2022, to satisfy employee contractual
commitments or commitments in lieu of deferred remuneration and
fees from 2020, during the COVID-19 pandemic.
In May 2024, the Company
retired US$3.88 million of existing debt through the
issuance of US$3.88 million of equity comprised of
64,045,768 new Ordinary Shares of 0.1 pence each in the
Company at a price of 4.85 pence per new Ordinary Share. The issue
price of the Ordinary shares was the undiscounted mid-market
closing price of the Company's Ordinary Shares on 2 May
2024.
The Ordinary Shares were issued to
SGR Investments LLC ("SGRI"), a US-based institutional
investor. In December 2022, SGRI provided debt funding
to Zephyr Williston LLC, one of the Group's subsidiaries, to
enable it to acquire the Slawson wells.
In May 2024, the Group announced
that it had been awarded an additional US$250,000 of non-dilutive
grant funding from the U.S. Department of Energy (the
"DOE") for operations on the State 36-2R well. This brings the
total DOE grant funding made available to the Group
to US$3.65 million in recent years.
The grant is administered by
the University of Utah's Energy & Geoscience
Institute ("EGI"). Zephyr's technical team continues to work
closely with the EGI, the Utah Geological Survey and
other Utah-based partners in
utilising DOE research funds to fully evaluate the
potential overall productivity of the Paradox
Basin.
In June 2024, the Group announced a
new $5.6 million term loan. The new term loan will amortise monthly
over four years and has an interest rate of 10% per annum. Proceeds
from the new term loan were used to repay the 12% SGRI loan, which
has now been fully repaid.
Significant decisions made
During the period under review, the
Directors made several discrete commercial decisions to ensure the
continued growth of the business and, particularly, the advancement
of the Paradox project.
The most significant decisions were
the approvals required in respect of the State 36-2R well drill,
the equity fundraise in June 2023 and the debt for equity exchange
in May 2024. All key decisions were unanimously deemed by Board
members to be in the best interests of the Group. Details of these
items can be found in the relevant sections of this Annual
Report.
Outlook
We are off to a strong start in the
2024 financial year with the successful drilling operation at the
36-2R well and the increased production performance from the
Williston project now that the Slawson wells are online.
Over the last few months, we have
witnessed the value and benefit of our two-tiered operating model
with our non-operated asset portfolio providing essential funds for
growth of the Group as a whole, and we look forward to the rest of
the year with confidence.
We would like to thank all
Shareholders for their continued support.
On behalf of the Board,
JC Harrington
Chief Executive Officer
26 June 2024
FINANCIAL REVIEW
The 2023 financial year was characterised by
further investment in both the Paradox and the Williston
projects.
Profitability and liquidity were down from the
prior year primarily due to delays in the Slawson wells coming
online, the State 36-2 well drilling costs and the associated well
control issue.
With the Slawson wells now online,
profitability is expected to increase again in the 2024 financial
year.
INCOME STATEMENT
During the year ended 31 December 2023, the
Group generated revenue of US$25.2 million (2022: US$41.1 million),
and reported a gross profit of US$7.2 million (2022: US$22.4
million), which includes a gain of US$0.4 million (2022: US$1.8
million) in respect of the Group's hedging programme.
Administrative expenses for the year were US$6
million (2022: US$4.8 million). The increase from the 2022
financial year highlights the expansion of the Group's operational
footprint to provide it with the capacity and capability to
develop, manage and grow its operated and non-operated asset
portfolios. The increase also reflects expenditure incurred in
appraising new opportunities and other business development
costs.
The Group reports foreign exchange losses of
US$2.8 million for the year (2022: gain of US$6.1 million) which is
predominantly in respect of unrealised losses on the restatement of
intercompany loans between the Company and its subsidiaries. These
losses arise due to the strength of sterling against the U.S.
dollar at the end of 2023.
Finance charges of US$3.5 million (2022: US$2.2
million) have been charged in respect of interest charges and
associated costs relating to the Group's borrowings and unwinding
of discount on decommissioning. See note 7.
During the year ended 31 December 2023, the
Group has recognised a deferred tax credit, and a corresponding
reduction in its net deferred tax liability, of US$1.6 million
relating to unrelieved tax losses and temporary timing differences
arising in the U.S. businesses (2022: US$2 million)
The Group reports a net loss after tax of
US$3.5 million or a loss of 0.21 cents per Ordinary Share for the
year ended 31 December 2023 (2022: net profit US$19.3 million or a
profit of 1.26 cents per Ordinary Share).
BALANCE SHEET
Total investment in the Group's exploration and
evaluation assets as at 31 December 2023 was US$50 million (2022:
US$38 million) reflecting the ongoing investment in the Paradox
project.
Total investment in property, plant and
equipment as at 31 December 2023 was US$50.8 million (2022: US$51.8
million) reflecting depreciation, depletion and amortisation,
decommissioning obligations and a working-interest disposal on the
non-operated asset portfolio.
At 31 December 2023, the Group has recognised
US$0.3 million (2022: 1.3 million) outstanding derivative contracts
in respect of its hedging programme at fair value, of which US$ nil
(2022: US$0.2 million) has been recognised in non-current assets
and US$0.3 million (2022: US$1.1 million) in current
assets.
Trade and other receivables have increased by
US$3.3 million, primarily due to a provision of US$2.9 million in
respect of insurance recoveries relating to the well incident which
had not yet been recovered at 31 December 2023. These proceeds have
subsequently been received since the year end. See note
17.
Cash and cash equivalents as at 31 December
2023 were US$3.6 million (2022: US$9 million). During the year, the
Company raised gross proceeds of US$3.9 million (2022: US$17.4
million) through the placing of new Ordinary Shares in the
Company.
The Group's borrowings as at 31 December 2023
were US$35.4million (2022: US$25.4 million). The increase in
borrowings over the year reflects the CAPEX for drilling operations
on the Paradox project. The rise in borrowings was necessitated by
the delay in the Slawson wells coming online.
SUBSEQUENT DEVELOPMENTS
In April 2024, the Company issued a
total of 61,503,028 share options to Directors, certain employees
and consultants of Zephyr, either to reflect historic awards under
the Company's Long-Term Incentive Plan, bonuses for performances
achieved in 2021 and 2022 (the "Bonus Scheme"), to satisfy employee
contractual commitments or commitments in lieu of deferred
remuneration and fees from 2020, during the COVID-19
pandemic.
In May 2024 the Company retired US$3.88
million of existing debt through the issuance of US$3.88
million of equity comprised of 64,045,768 new Ordinary Shares
of 0.1 pence each in the Company at a price of 4.85 pence
per new Ordinary Share. The issue price of the Ordinary Shares was
the undiscounted mid-market closing price of the Company's Ordinary
Shares on 2 May 2024.
In June 2024, the Group announced
that it had fully repaid the remaining US$6 million of the loan
that it had with SGRI. This was achieved largely through utilising
proceeds from a new US$5.6 million amortising term loan with First
International Bank & Trust ("FIBT").
At 18 June 2024, the Group had cash and cash
equivalents of US$2.5 million.
KEY
PERFORMANCE INDICATORS
As part of Zephyr's ongoing development of the
Paradox project and the build-out of the non-operated portfolio in
the Williston Basin, the Board tracks its performance against
indicators that reflect the strategic, operational and financial
progress, as well as our impact on society and the environment.
These indicators allow the Board, management and stakeholders to
compare Zephyr's performance to its goals.
Safety performance
|
Why
we measure
· The
Group has a zero-harm safety culture focused on continuous
improvement to achieve an injury-free and safe work
environment
· We
require employees and contractors to work in a safe and responsible
manner and provide them with the training and equipment to do
so
|
Performance
· There
were no reported LTIs during the 2023 financial year (2022:
nil)
· The
Group experienced a well control issue in the 2023 financial year
while drilling the State 36-2 well. The incident was professionally
managed and did not result in any LTIs or long-term damage to the
environment.
|
Adjusted EBITDA
Profit before tax adjusted for
DD&A, finance costs, unrealised foreign exchange gains / losses
and unrealised hedge gains / losses
|
Why
we measure
· Indicator of the Group's cash generation to fund expenditures
and/or return capital to Shareholders
|
Performance
· 2023
Adjusted EBITDA was US$11.8 million
· 2022
Adjusted EBITDA was US$28.7 million
· The
difference between the Adjusted EBITDA for 2023 and the prior year
was primarily the result of the standard production decline of the
non-operated asset portfolio, lower commodity prices in the year
and delays to the six Slawson wells coming online.
|
Net
production
|
Why
we measure
· Indicator of revenue generation potential
· Measure of progress towards achieving production forecasts and
driving profitable production growth
|
Performance
· 2023
production of 407,600 boe.
· 21%
decrease in production from 2022 production of
514,650 boe
· Decrease primarily the result of the standard production
decline of the non-operated asset portfolio, lower commodity prices
in the year and delays to the six Slawson wells coming
online.
|
Growth of Paradox project reserves /
resources
|
Why
we measure
· Indicator of economic viability and long-term
production potential of projects
|
Performance
· No
changes to the Paradox reserves / resources during the
year
· It is
expected that a revised Competent Persons Report on the Paradox
project will be prepared in the second half of 2024.
· At 31
December 2023, the Group had Paradox Basin 2P reserves of 2.6
mmboe, 2C resources of circa 34 mmboe and 2U resources of 270
mmboe
|
Carbon emissions
|
Why
we measure
· Zephyr
Energy is committed to sustainable and responsible oil and gas
production
|
Performance
· Pursued Scope 1 carbon-neutrality from both operated and
non-operated assets
· VERs
credit partnership with Prax which aims to mitigate all Scope 1
carbon emissions.
|
CJ Eadie
Group Finance Director
26 June 2024
CONSOLIDATED INCOME STATEMENT
For the year
ended 31 December 2023
|
Notes
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
Revenue
|
6
|
25,225
|
41,062
|
Operating and transportation
expenses
|
|
(6,964)
|
(4,458)
|
Production taxes
|
|
(1,878)
|
(3,318)
|
Depreciation, depletion and
amortisation
|
14
|
(9,607)
|
(12,666)
|
Gain on derivative
contracts
|
15
|
412
|
1,781
|
|
|
|
|
Gross profit
|
|
7,188
|
22,401
|
|
|
|
|
Administrative expenses
|
|
(5,997)
|
(4,834)
|
Share-based payments
|
|
(6)
|
(210)
|
Foreign exchange
(losses)/gains
|
8
|
(2,776)
|
6,102
|
Finance income
|
|
-
|
3
|
Finance costs
|
7
|
(3,472)
|
(2,236)
|
|
|
|
|
(Loss)/profit on ordinary activities before
taxation
|
8
|
(5,063)
|
21,226
|
|
|
|
|
Taxation credit/(charge)
|
11
|
1,560
|
(1,955)
|
|
|
|
|
(Loss)/profit for the year attributable to owners of the
parent company
|
|
(3,503)
|
19,271
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit per Ordinary Share
|
|
|
|
Basic, cents per share
|
12
|
(0.21)
|
1.26
|
|
|
|
|
Diluted, cents per share
|
12
|
(0.21)
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the year
ended 31 December 2023
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
(Loss)/profit for the year attributable to owners of the
parent company
|
|
(3,503)
|
19,271
|
|
|
|
|
Other comprehensive income/(loss)
|
|
|
|
Items that may be
subsequently reclassified to profit or loss
|
|
|
|
Foreign currency translation
differences on foreign operations
|
|
2,772
|
(6,205)
|
|
|
|
|
Total comprehensive (loss)/income for the year attributable to
owners of the parent company
|
|
(731)
|
13,066
|
|
|
|
|
CONSOLIDATED BALANCE SHEET
As
at 31 December 2023
|
Notes
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Exploration and evaluation assets
|
13
|
49,941
|
37,986
|
|
Property and equipment
|
14
|
50,840
|
51,805
|
|
Derivative contracts
|
15
|
-
|
175
|
|
|
|
|
|
|
|
|
100,781
|
89,966
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Trade and other receivables
|
17
|
7,897
|
4,637
|
|
Cash and cash equivalents
|
18
|
3,611
|
8,996
|
|
Derivative contracts
|
15
|
278
|
1,133
|
|
|
|
|
|
|
|
|
11,786
|
14,766
|
|
|
|
|
|
|
Total
assets
|
|
112,567
|
104,732
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and other payables
|
19
|
(6,983)
|
(12,520)
|
|
Borrowings
|
20
|
(28,950)
|
(14,572)
|
|
Lease liabilities
|
|
(39)
|
-
|
|
|
|
|
|
|
|
|
(35,972)
|
(27,092)
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Borrowings
|
20
|
(6,401)
|
(10,821)
|
|
Lease liabilities
|
|
(31)
|
-
|
|
Deferred tax
|
21
|
(395)
|
(1,955)
|
|
Provisions
|
22
|
(5,067)
|
(4,138)
|
|
|
|
|
|
|
|
|
(11,894)
|
(16,914)
|
|
|
|
|
|
|
Total
liabilities
|
|
(47,866)
|
(44,006)
|
|
|
|
|
|
|
Net
assets
|
|
64,701
|
60,726
|
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
23
|
42,568
|
42,412
|
|
Share premium account
|
25
|
71,735
|
66,847
|
|
Shares to be issued
|
25
|
-
|
539
|
|
Warrant reserve
|
24
|
1,557
|
1,557
|
|
Share-based payment reserve
|
25
|
3,270
|
3,284
|
|
Cumulative translation reserve
|
25
|
(13,212)
|
(15,984)
|
|
Accumulated deficit
|
25
|
(41,217)
|
(37,929)
|
|
|
|
|
|
|
Equity
attributable to owners of the parent company
|
|
64,701
|
60,726
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLDIDATED STATEMENT OF CHANGES IN EQUITY
For the year
ended 31 December 2023
|
|
|
|
|
Share
capital
|
Share
premium account
|
Shares to
be issued
|
Warrant
reserve
|
Share-based payment
reserve
|
Cumulative
translation reserve
|
Accumulated
deficit
|
Total
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
|
|
|
|
As
at 1 January 2022
|
42,065
|
52,875
|
-
|
89
|
3,065
|
(9,779)
|
(57,721)
|
30,594
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners in their capacity as
owners:
|
|
|
|
|
|
|
|
|
|
Issue of equity shares
|
347
|
17,023
|
-
|
-
|
-
|
-
|
-
|
17,370
|
|
Exercise of warrants
|
-
|
-
|
539
|
(122)
|
-
|
-
|
122
|
539
|
|
Expenses of issue of equity
shares
|
-
|
(1,461)
|
-
|
-
|
408
|
-
|
-
|
(1,053)
|
|
Warrant exercise
extension
|
-
|
(33)
|
-
|
33
|
-
|
-
|
-
|
-
|
|
Grant of warrants
|
-
|
(1,557)
|
-
|
1,557
|
-
|
-
|
-
|
-
|
|
Share-based payments
|
-
|
-
|
-
|
-
|
210
|
-
|
-
|
210
|
|
Transfer to accumulated deficit in
respect of lapsed options
|
-
|
-
|
-
|
-
|
(387)
|
-
|
387
|
-
|
|
Transfer to accumulated deficit in
respect of expired warrants
|
-
|
-
|
-
|
-
|
(12)
|
-
|
12
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners in their capacity as
owners
|
347
|
13,972
|
539
|
1,468
|
219
|
-
|
521
|
17,066
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
19,271
|
19,271
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
-
|
(6,205)
|
-
|
(6,205)
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive loss for
the year
|
-
|
-
|
-
|
-
|
-
|
(6,205)
|
-
|
(6,205)
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
-
|
-
|
-
|
-
|
-
|
(6,205)
|
19,271
|
13,066
|
|
|
|
|
|
|
|
|
|
|
|
As
at 31 December 2022
|
42,412
|
66,847
|
539
|
1,557
|
3,284
|
(15,984)
|
(37,929)
|
60,726
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners in their capacity as
owners:
|
|
|
|
|
|
|
|
|
|
Issue of equity shares
|
156
|
5,318
|
-
|
-
|
-
|
-
|
-
|
5,474
|
|
Exercise of warrants
|
-
|
-
|
(539)
|
-
|
-
|
-
|
-
|
(539)
|
|
Expenses of issue of equity
shares
|
-
|
(430)
|
-
|
-
|
195
|
-
|
-
|
(235)
|
|
Share-based payments
|
-
|
-
|
-
|
-
|
6
|
-
|
-
|
6
|
|
Transfer to accumulated deficit in
respect of expired options
|
-
|
-
|
-
|
-
|
(215)
|
-
|
215
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners in their capacity as
owners
|
156
|
4,888
|
(539)
|
-
|
(14)
|
-
|
215
|
4,706
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,503)
|
(3,503)
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
-
|
2,772
|
-
|
2,772
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income for
the year
|
-
|
-
|
-
|
-
|
-
|
2,772
|
-
|
2,772
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
-
|
-
|
2,772
|
(3,503)
|
(731)
|
|
|
|
|
|
|
|
|
|
|
|
As
at 31 December 2023
|
42,568
|
71,735
|
-
|
1,557
|
3,270
|
(13,212)
|
(41,217)
|
64,701
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED CASH FLOW STATEMENT
For the year
ended 31 December 2023
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
Operating
activities
|
|
|
|
(Loss)/profit for the year before
taxation
|
|
(5,063)
|
21,226
|
Adjustments for:
|
|
|
|
Finance income
|
|
-
|
(3)
|
Finance costs
|
|
3,472
|
2,236
|
Depreciation and depletion of property and
equipment
|
|
9,630
|
12,668
|
Share-based payments
|
|
6
|
210
|
Unrealised foreign exchange
losses/(gains)
|
|
2,772
|
(5,672)
|
|
|
|
|
Operating cash inflow before movements in
working capital
|
|
10,817
|
30,665
|
Increase in trade and other
receivables
|
|
(403)
|
(2,850)
|
Unrealised loss/(gain) on derivative
contracts
|
|
1,029
|
(1,308)
|
Increase in trade and other payables
|
|
191
|
723
|
|
|
|
|
Cash generated from operations
|
|
11,634
|
27,230
|
Income tax paid
|
|
-
|
-
|
|
|
|
|
Net cash
generated from operating activities
|
|
11,634
|
27,230
|
|
|
|
|
Investing
activities
|
|
|
|
Additions to exploration and evaluations
assets
|
|
(21,643)
|
(13,297)
|
Business combination
|
|
-
|
(37,880)
|
Acquisition of oil and gas
properties
|
|
-
|
(3,362)
|
Additions to oil and gas properties
|
|
(10,467)
|
(10,482)
|
(Decrease)/increase in capital expenditures
related payables
|
|
(5,754)
|
9,300
|
Proceeds on disposal of oil and gas
properties
|
|
2,262
|
-
|
Insurance proceeds received in respect of
exploration and evaluation assets
|
|
7,712
|
-
|
Grant funds received in respect of exploration
and evaluation assets
|
|
302
|
-
|
Interest received
|
|
-
|
3
|
|
|
|
|
Net cash used
in investing activities
|
|
(27,588)
|
(55,718)
|
|
|
|
|
Financing
activities
|
|
|
|
Net proceeds from issue of shares
|
|
3,700
|
16,317
|
Exercise of warrants
|
|
-
|
539
|
Proceeds from borrowings
|
|
13,260
|
30,500
|
Repayment of borrowings
|
|
(4,244)
|
(8,931)
|
Repayment of lease liabilities
|
|
(7)
|
-
|
Interest and fees paid on borrowings
|
|
(2,140)
|
(2,218)
|
|
|
|
|
Net cash
generated from financing activities
|
|
10,569
|
36,207
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(5,385)
|
7,719
|
|
|
|
|
Cash and cash
equivalents at beginning of year
|
|
8,996
|
1,811
|
|
|
|
|
Effect of foreign exchange rate
changes
|
|
-
|
(534)
|
|
|
|
|
Cash and cash
equivalents at end of year
|
|
3,611
|
8,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED NOTES
TO THE FINANCIAL STATEMENTS (the full set of notes are available in
the annual report and accounts)
For
the year ended 31 December 2023
2.
ADOPTION OF NEW AND REVISED STANDARDS
STANDARDS ADOPTED DURING THE YEAR
The Group has adopted all of the new or
amended Accounting Standards and interpretations issued by the
International Accounting Standards Board ("IASB") that are
mandatory and relevant to the Group's activities for the current
reporting period.
The following new and revised Standards have
been adopted but have not had any material impact on the amounts
reported in these financial statements:
· Amendments to IFRS 17 - Insurance contracts
· Amendments to IFRS 17 -
Initial application of IFRS 17 and IFRS 9 - comparative
information
· Amendments to IAS 1 and IFRS practice statement 2 -
Disclosure of accounting
policies
· Amendments to IAS 8 - Definition of accounting
estimates
· Amendments to IAS 12 - Deferred tax related assets and liabilities arising
from a single transaction
· Amendments to IAS 12 - International tax reform - pillar two model
rules
STANDARDS ISSUED BUT NOT YET
EFFECTIVE
Any new or amended Accounting Standards or
interpretations that are not yet mandatory (and in some cases, had
not yet been endorsed by the UK Endorsement Board) have not been
early adopted by the Group for the year ended 31 December
2023. They are as follows:
· Amendments to IAS 1 - Classification of liabilities as current or
non-current
· Amendments to IFRS 16 - Lease liability in a sale and
leaseback
· Amendments to IAS 1 -
Non-current liabilities with covenants
· Amendments to IAS 7 and IFRS 7 - Supplier finance
arrangements
· Amendments to IAS 21 - Lack
of exchangeability
· Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an
investor and its associate or joint venture
· IFRS S1 - General
requirements for disclosure of sustainability - related financial
information
· IFRS S2 - Climate-related
disclosures
The Directors do not expect that the adoption
of these Standards or Interpretations in future periods will have a
material impact on the financial statements of the Company or the
Group.
3.
MATERIAL ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have
been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act
2006 as applicable to companies reporting under those
standards.
The financial statements have been prepared on
the historical cost basis, other than certain financial assets and
liabilities, which are stated at fair value. Historical cost is
generally based on the fair value of the consideration given in
exchange for assets.
The consolidated and the Company financial
statements are presented in United States dollars ("US$"). All
amounts have been rounded to the nearest thousand unless otherwise
indicated.
The functional currency of the Company is
pounds sterling ("£") and that of the U.S. subsidiaries is
US$.
As described below, the Directors continue to
adopt the going concern basis in preparing the consolidated and the
Company financial statements.
The accounting policies set out below have,
unless otherwise stated, been applied consistently to all periods
presented in these financial statements.
The preparation of the financial statements in
compliance with UK-adopted international accounting standards
requires management to make estimates and the Directors to exercise
judgement in applying the Group's accounting policies. The
significant judgments made by the Directors in the application of
these accounting policies that have significant impact on the
financial statements and the key sources of estimation uncertainty
are disclosed in note 4.
GOING CONCERN
The Directors have prepared cashflow forecasts
for the Group and Parent Company for the period to 31 December 2025
based on their assessment of both the discretionary and the
non-discretionary cash requirements of the Group during this period
and based on a range of sensitivities and scenarios.
These cashflow forecasts include the forecast
revenues from, and the operating costs of, the Group's operations,
together with all committed development expenditure and cashflows
related to the drilling of the State 36-2R well and the expected
insurance recoveries from the drilling operations. As
disclosed in note 13, a well incident happened during the year
which led to the drilling of the new State 36-2R well. The Group
has comprehensive well control insurance coverage and the Board
expects to recover insurance proceeds from the well incident for
the cost of drilling the new State 36-2R well. Should the insurance
proceeds be delayed or lower than expected, the Group could require
further funding to meet its commitments within the going concern
assessment period.
In addition, as at 31 December 2023, the Group
and the Parent Company had existing borrowings that are payable
within 12 months (current) from the end of the reporting period. To
meet this obligation, the Group and the Parent Company will require
debt refinancing of existing borrowings or raising of additional
funding.
As such, the Group and the Parent
Company's ability to continue as going concerns is dependent on
securing insurance proceeds and debt refinancing of existing
borrowings or raising additional funding which are not guaranteed.
This indicates the existence of a material uncertainty
which may cast significant doubt over the Group and the Parent
Company's ability to continue as going concerns, and
therefore, the Group and the Parent Company may
be unable to realise their assets and discharge their liabilities
in the normal course of business.
Following detailed discussions, the Directors
are confident that the Group and the Parent Company will be able to
secure insurance recoveries as per above, refinance their existing
borrowings and raise additional funding to enable the Group and the
Parent Company to continue in operation for at least the next
twelve months from the date of approval of the financial
statements. The Directors have extensive experience in
raising capital for projects and ventures and remain confident in
the Group and the Parent Company's ability to raise the capital
needed to maintain and deliver on its commitments and continue as a
going concern.
The Directors continue to adopt the going
concern basis in preparing the consolidated financial statements.
The financial statements do not include any adjustments that would
be required should the going concern basis of preparation no longer
be appropriate.
5.
SEGMENTAL INFORMATION
When considering the requirements of IFRS 8
Operating segments, the
Board of Directors have determined that the Group has one main
operating segment, the exploration, development and production of
oil and gas resources based in the U.S. As a result, no segmental
information is presented.
6.
REVENUE
Petroleum and natural gas revenue earned by the
Group in the U.S. is disaggregated by commodity, as
follows:
|
|
|
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
|
|
|
|
|
Crude oil
|
|
|
22,609
|
35,257
|
|
|
Natural gas liquids
|
|
|
1,657
|
3,040
|
|
|
Natural gas
|
|
|
959
|
2,765
|
|
|
|
|
|
|
|
|
|
|
25,225
|
41,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
FINANCE COSTS
|
|
|
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
|
|
|
|
Loan interest and fees
|
|
|
2,888
|
1,880
|
|
|
Amortisation of debt costs
|
|
|
215
|
236
|
|
|
Unwinding of discount on
decommissioning
|
|
|
369
|
120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,472
|
2,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The (loss)/profit before taxation for the year
has been arrived at after charging/(crediting):
|
|
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
|
Gains on derivative contracts
|
|
|
(412)
|
(1,781)
|
|
Depreciation and depletion of property and
equipment
|
|
|
9,630
|
12,668
|
|
Staff costs excluding share-based
payments
|
|
|
2,664
|
1,830
|
|
Share-based payments
|
|
|
6
|
210
|
|
Expense relating to short-term
leases
|
|
|
30
|
31
|
|
Foreign exchange
losses/(gains)1
|
|
|
2,776
|
(6,102)
|
|
|
|
|
|
|
|
|
1 Foreign exchange losses/(gains )include a loss of US$2.7
million (2022: gain US$5.6 million) in respect of the translation
of GBP designated loans between the Company and its U.S. subsidiary
entities at 31 December 2023. See note 16.
12.
(LOSS)/PROFIT PER ORDINARY SHARE
Basic (loss)/profit per Ordinary Share is
calculated by dividing the net (loss)/profit for the year by the
weighted average number of Ordinary Shares in issue during the
year. Diluted (loss)/profit per Ordinary Share is calculated by
dividing the net (loss)/profit for the year by the weighted average
number of Ordinary Shares in issue during the year adjusted for the
dilutive effect of potential Ordinary Shares arising from the
Company's share options and warrants.
At 31 December 2022, 2.4 million share options
and 89.6 million warrants were excluded from the diluted number of
shares based on their market share price and exercise
price.
The calculation of the basic and diluted
(loss)/profit per Ordinary Share is based on the following
data:
|
|
|
|
2023
US$'000
|
2022
US$'000
|
|
|
(Losses)/profits
|
|
|
|
|
|
(Losses)/profits for the purpose of basic and
diluted (loss)/profit per Ordinary Share being net (loss)/profit
for the year
|
|
|
(3,503)
|
19,271
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
Number
'000
|
2022
Number
'000
|
|
Number of
shares
|
|
|
|
|
|
|
Weighted average number of shares for the
purpose of basic (loss)/profit per Ordinary Share
|
|
|
1,644,490
|
1,533,110
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares for the
purpose of basic (loss)/profit per Ordinary Share
|
|
|
1,644,490
|
1,533,110
|
|
|
Dilutive share options
|
|
|
-
|
42,526
|
|
|
Dilutive warrants
|
|
|
-
|
55,721
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares for the
purpose of diluted (loss)/profit per Ordinary Share
|
|
|
1,644,490
|
1,631,357
|
|
|
|
|
|
|
|
|
(Loss)/profit
per Ordinary Share
|
|
|
|
|
|
|
Basic, cents per share
|
|
|
(0.21)
|
1.26
|
|
|
|
|
|
|
|
|
|
Diluted, cents per share
|
|
|
(0.21)
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to the losses incurred from
continuing operations in the year ended 31 December 2023, there is
no dilutive effect from the existing share options or
warrants.
13.
EXPLORATION AND EVALUATION ASSETS
|
|
|
US$'000
|
Cost
|
|
|
|
At 1 January 2022
|
|
22,773
|
|
Additions
|
|
15,213
|
|
|
|
|
At 1 January 2023
|
|
37,986
|
|
Additions
|
|
22,643
|
|
Decommissioning - change in
estimates
|
|
177
|
|
Insurance proceeds
|
|
(10,563)
|
|
Funds received in lieu of grants
|
|
(302)
|
|
|
|
|
At 31 December 2023
|
|
49,941
|
|
|
|
|
|
|
|
|
|
PARADOX ACQUISITION
On 21 December 2022, the Group announced that
it would acquire the remaining 25% working interest in the WSU in
the Paradox Basin, Utah from Rockies Standard Oil Company LLC
("RSOC"). As a result, the Group now holds a 100% working interest
in the WSU.
Under the term of the acquisition agreement,
total consideration of up to US$3 million is payable by the issue
of up to 40,449,284 new Ordinary Shares of 0.1 pence each in Zephyr
Energy plc, at a price of 6.05 pence per new Ordinary
Share.
The new Ordinary Shares would be issued in two
tranches:
· A
first tranche of 13,483,095 new Ordinary Shares to be issued in
settlement of loan notes of US$1 million, on completion of the
acquisition.
· A
second tranche of 26,966,189 new Ordinary Shares to be issued in
settlement of loan notes of US$2 million, upon Zephyr's final
investment decision with respect to the commencement of operations
at the Powerline Road gas processing plant which was acquired in
August 2022. If the final investment decision is not made by 1
January 2029 the Group has no further obligation to issue the
second tranche.
On 10 February 2023, the Group announced that
it had completed the acquisition and issued 13,483,095 new Ordinary
Shares of 0.1 pence each in Zephyr Energy plc, at a price of 6.05
pence per new Ordinary Share, in respect of the first tranche. See
notes 23 and 26.
STATE 36-2 WELL CONTROL
INCIDENT
On 7 April 2023, as workover
operations were being completed on State 36-2, the well experienced
a significant control issue. All relevant authorities were notified
and a specialist well control team recommended by the Group's
insurers was deployed to bring the well under control as quickly as
possible. Well control efforts were successful and remediation and
clean-up operations were completed. A third-party confirmatory
environmental survey found no evidence of lingering environmental
impact. The Group also received confirmation from the State of
Utah's Division of Oil, Gas and Mining that the remediation work
performed on the well site was completed in accordance with the
State's requirements.
The Group has comprehensive well
control insurance coverage and the Board expects to recover
substantially all costs associated with the incident. The Group's
policy covers expenses up to the policy limit of US$20 million for
clean-up, remediation, plugging and abandonment of the original
well, and the cost of a new well of similar design up to the point
at which the incident occurred.
At 31 December 2023, a total of
US$7.7 million had been recovered from the Group's insurer. A
receivable of US$2.9 million has been recognised in respect of
expenditure not yet recovered at 31 December 2023, which has been
recovered in full since the year end. See note 17.
ACQUISITION OF ADDITIONAL
ACREAGE
On 15 August 2023, the Group
announced that it had acquired an additional 640 leased acres in
the Paradox Basin at a cost of US$7,230. Following the acquisition,
the Group now operates a total of over 46,000 gross acres in the
Paradox Basin, the majority of which it holds as operator with a
100% interest.
SALT WASH PROJECT
On 18 October 2023, the Group
announced a proposed farm-in to a minimum 75% working interest in a
1,047-acre leasehold position in the Salt Wash Field, a previously
producing asset with proven oil, gas and helium reserves, located
three miles to the south of the Group's WSU.
The key terms of the farm-in which
completed on 6 September 2023, were as follows:
· An
initial payment of US$0.3 million due within 30 days of the
transaction completing.
· A
second payment of US$0.3 million due within 60 days of the
transaction completing.
· The
Group is committed to drill, log and case one vertical delineation
well, with spudding prior to 30 June 2024 to obtain a 100% share in
the leasehold.
· The
seller has the option to back-in to the lease holding at a 25%
working interest, with no historic cost exposure, once the
delineation well is drilled and a field development plan has been
proposed by Zephyr. Thereafter, the seller would become a fully
paying 25% working interest partner.
The total consideration of US$0.6
million has been treated as an acquisition of assets at 31 December
2023.
In June 2024, the Group announced
that the drilling deadline had been extended to 1 September
2024.
U.S. DEPARTMENT OF ENERGY
FUNDING
On 9 December 2022, the Group
announced that it had secured additional US$1 million research
grant funding from the University of Utah's Energy and Geoscience
Institute ("EGI"), to be utilised for data gathering during the
drilling of the State 36-2 LN-CC well. The grant was not concluded
during the year ended 31 December 2023 and the Group received
US$0.3 million for historical expenditure in lieu of this award.
The carrying value of the Group's
exploration and evaluation assets have been presented net of the
funds received.
IMPAIRMENT
The Directors assessed the indicators of
impairment as set out in IFRS 6 and no indicators or impairment
were identified. On this basis the Directors have satisfied
themselves that there was no requirement to perform an impairment
test at 31 December 2023 and, as a result, no provision for
impairment has been made in respect of these assets at 31 December
2023 (2022: nil). See note 4.
14.
PROPERTY AND
EQUIPMENT
|
|
Group
|
Company
|
Cost
|
|
Oil and gas
properties
US$'000
|
Office
equipment
US$'000
|
Right-of-use
assets
US$'000
|
Total
US$'000
|
Office
equipment
US$'000
|
Right-of-use
assets
US$'000
|
Total
US$'00
|
|
At 1 January 2022
|
12,902
|
27
|
-
|
12,929
|
27
|
-
|
27
|
|
Business combination
|
40,199
|
-
|
-
|
40,199
|
-
|
-
|
-
|
|
Acquisitions
|
3,362
|
-
|
-
|
3,362
|
-
|
-
|
-
|
|
Additions
|
9,757
|
-
|
-
|
9,757
|
-
|
-
|
-
|
|
Exchange differences
|
-
|
(3)
|
-
|
(3)
|
(3)
|
-
|
(3)
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
66,220
|
24
|
-
|
66,244
|
24
|
-
|
24
|
|
Additions
|
10,468
|
-
|
77
|
10,545
|
-
|
77
|
77
|
|
Disposals
|
(2,792)
|
-
|
-
|
(2,792)
|
-
|
-
|
-
|
|
Decommissioning - change in
estimates
|
463
|
-
|
-
|
463
|
-
|
-
|
-
|
|
Exchange differences
|
-
|
1
|
-
|
1
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
74,359
|
25
|
77
|
74,461
|
25
|
77
|
102
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
1,755
|
18
|
-
|
1,773
|
18
|
-
|
18
|
|
Charge for the year
|
12,666
|
2
|
-
|
12,668
|
2
|
-
|
2
|
|
Exchange differences
|
-
|
(2)
|
-
|
(2)
|
(2)
|
-
|
(2)
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
14,421
|
18
|
-
|
14,439
|
18
|
-
|
18
|
|
Charge for the year
|
9,607
|
2
|
21
|
9,630
|
2
|
21
|
23
|
|
Disposals
|
(449)
|
-
|
-
|
(449)
|
-
|
-
|
-
|
|
Exchange differences
|
-
|
1
|
-
|
1
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
23,579
|
21
|
21
|
23,621
|
21
|
21
|
42
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
50,780
|
4
|
56
|
50,840
|
4
|
56
|
60
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
51,799
|
6
|
-
|
51,805
|
6
|
-
|
6
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
11,147
|
9
|
-
|
11,156
|
9
|
-
|
9
|
|
|
|
|
|
|
|
|
|
The Group depreciation and depletion charge
has been allocated to the income statement as follows:
|
|
|
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
|
|
|
Depreciation, depletion and
amortisation
|
|
|
9,607
|
12,666
|
|
|
Administrative expenses
|
|
|
23
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
9,630
|
12,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMPAIRMENT
At 31 December 2023, the Directors considered
the requirements of IAS 36 Impairment of assets in respect of its
oil and gas properties. They have satisfied themselves that there
were no indicators of impairment and, therefore, there was no
requirement to perform an impairment test. As a result, no
provision for impairment has been made in respect of these assets
at 31 December 2023 (2022: nil). See note 4.
15. DERIVATIVE
CONTRACTS
During the year ended 31 December 2023, the
Group entered into the following derivative contracts to mitigate
its exposure to fluctuations in commodity prices.
|
|
Oil
Contracts
|
Volume
Bbl
|
Pricing
point
|
Strike
price
per bbl
US$
|
Term
|
Fair
value
31 December
2023
US$'000
|
|
|
|
|
|
|
|
|
Swap
|
7,000
|
WTI NYMEX
|
81.50
|
1 April 2022
to 30 April 2023
|
Settled
|
|
Swap
|
7,000
|
WTI NYMEX
|
81.33
|
1 May 2023 to 31 May
2023
|
Settled
|
|
Swap
|
5,000
|
WTI NYMEX
|
80.81
|
1 June 2023 to 30
June 2023
|
Settled
|
|
Swap
|
5,000
|
WTI NYMEX
|
80.17
|
1 July 2023 to 31
July 2023
|
Settled
|
|
Swap
|
5,000
|
WTI NYMEX
|
79.49
|
1 August 2023 to 31
August 2023
|
Settled
|
|
Swap
|
4,000
|
WTI NYMEX
|
78.72
|
1 September 2023 to
30 September 2023
|
Settled
|
|
Swap
|
4,000
|
WTI NYMEX
|
78.05
|
1 October 2023 to 31
October 2023
|
Settled
|
|
Swap
|
3,000
|
WTI NYMEX
|
77.40
|
1 November 2023 to
30 November 2023
|
Settled
|
|
Swap
|
3,000
|
WTI NYMEX
|
76.74
|
1 December 2023 to
31 December 2023
|
Settled
|
At 31 December 2023, the Group had the
following outstanding derivative contract:
|
|
Oil
Contracts
|
Volume
Bbl
|
Pricing
point
|
Strike
price
per bbl
US$
|
Term
|
Fair
value
31
December
2023
US$'000
|
|
|
|
|
|
|
|
|
Swap
|
27,000
|
WTI NYMEX
|
82.20
|
1 January 2024 to 31
March 2024
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the outstanding contracts at
31 December 2023 has been recognised as follows:
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
Non-current assets
|
|
-
|
175
|
Current assets
|
|
278
|
1,133
|
|
|
|
|
|
|
|
278
|
1,308
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value measurement of derivative
contracts has been categorised as Level 1 in the fair value
hierarchy as the measurement inputs are quoted prices in active
markets for identical assets at the measurement date.
The recognised gain on derivative contracts was
as follows:
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
Realised gain
|
|
1,441
|
473
|
Change in fair value
|
|
(1,029)
|
1,308
|
|
|
|
|
|
|
|
412
|
1,781
|
|
|
|
|
|
|
|
|
|
|
|
|
20.
BORROWINGS
|
|
|
Group
|
|
|
|
|
2023
US$'000
|
2022
US$'000
|
FIBT
facility
|
|
|
|
|
Term loan
|
|
|
10,943
|
15,129
|
Revolving credit
|
|
|
15,000
|
8,000
|
Capitalised debt issue costs
|
|
|
(119)
|
(239)
|
|
|
|
|
|
|
|
|
|
25,824
|
22,890
|
|
|
|
|
|
SGRI
|
|
|
|
|
Revolving credit
|
|
|
9,494
|
2,580
|
Capitalised debt issue costs
|
|
|
(56)
|
(77)
|
|
|
|
|
|
|
|
|
9,438
|
2,503
|
|
|
|
|
|
Promissory
note
|
|
|
|
|
Loan
|
|
|
89
|
-
|
|
|
|
|
|
Total borrowings
|
|
|
35,351
|
25,393
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
Current borrowings
|
|
|
28,950
|
14,572
|
Non-current borrowings
|
|
|
6,401
|
10,821
|
|
|
|
|
|
|
|
|
|
35,351
|
25,393
|
|
|
|
|
|
REMAINING CONTRACTUAL MATURITY ANALYSIS
|
The following table details the
Group's remaining maturity for its borrowings. The table has been
drawn up based on the undiscounted cash flows based on the earliest
date on which the borrowings are required to be paid. The table
includes both principal and interest cash flows.
|
|
|
|
Group
|
|
|
|
|
2023
US$'000
|
2022
US$'000
|
Maturity
analysis
|
|
|
|
|
Less than 6 months
|
|
|
13,109
|
2,543
|
6 months to 1 year
|
|
|
18,103
|
14,037
|
1 year to 2 years
|
|
|
5,086
|
5,086
|
2 years to 5 years
|
|
|
1,699
|
6,782
|
|
|
|
|
|
|
|
|
|
37,997
|
28,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRST INTERNATIONAL BANK & TRUST
("FIBT")
On 16 February 2022, the Group entered into
credit facility agreements with FIBT through its U.S. subsidiaries.
Under the terms of the agreements the Group received a term loan of
US$18 million, repayable by 48 monthly instalments, and a 12-month
revolving credit facility of US$10 million, both of which incurred
interest at a rate of 6.74%.
The revolving credit facility has a standard
redetermination every six months and was increased to a commitment
of up to US$13 million in October 2022, incurring interest at a
rate of 9.74%.
In October 2023, the repayment term of the
revolving credit facility was extended to 16 October 2024, and the
interest charge was adjusted to a variable rate equal to the Wall
Street Prime Rate plus 2.5% subject to a minimum rate of
6.74%.
On 21 December 2023, the revolving credit
facility was increased to a commitment of up to US$15.2 million
with the same repayment and interest terms.
At 31 December 2023, the Group had drawn US$15
million in respect of the facility.
In June 2024, the Group completed its
semi-annual redetermination of the existing revolving credit
facility and entered into a new facility agreement with FIBT. Under
the terms of the agreement, the Group received a new term loan of
US$5.6 million. The new term loan will
amortise monthly over four years and has an interest rate of 10%
per annum.
The revolving credit is subject to a covenant
which is measured on an annual basis. The Group was in full
compliance with the terms of the covenant in the periods
reported.
FIBT has a lien on the assets of the Group's
U.S. subsidiaries, Zephyr Bakken LLC and Rose Petroleum (Utah)
LLC.
SGRI
On 19 December 2022, the Group entered into a
facility agreement with an experienced U.S. based institutional
investor through its U.S. subsidiary Zephyr Williston LLC. Under
the terms of the agreement the Group received a 12-month revolving
credit facility of up to US$8 million incurring interest at a rate
12%.
On 13 October 2023, the revolving credit
facility was increased to US$8.6 million and the repayment term was
extended to 19 March 2024.
Interest and fees have been added to the loan
and are due for repayment on the same terms as the
facility.
On 30 April 2024, the repayment term of the
revolving credit facility was further extended to 31 May 2024, on
which date, it was further extended to 30 June 2024.
On 3 May 2024, the Group announced that it had
retired US$3.88 million of the facility through the issuance of
US$3.88 million of equity comprised of 64,045,768 new Ordinary
Shares of 0.1 pence each in Zephyr Energy plc at a price of 4.85
pence per new Ordinary Share. See note 29.
In June 2024, the Group announced
that it had fully repaid the remaining US$6 million of the
facility.
PROMISSORY NOTE
On 1 August 2023, the Group entered into an
agreement for a principal sum of US$160,000 repayable in six
monthly instalments of US$16,500 and a final payment of US$75,000
due in February 2024. The note was related to oilfield equipment
and the lender held collateral over that equipment until the
principal was repaid.
The movement in total borrowings during the
year was:
|
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
At 1 January
|
|
25,393
|
4,060
|
Net cashflows - financing activities - net
additions to borrowings
|
|
9,016
|
21,569
|
Non-cash movements - movement in capitalised
interest and loan costs
|
|
942
|
(236)
|
|
|
|
|
|
At 31 December
|
|
35,351
|
25,393
|
|
|
|
|
|
|
|
|
|
|
|
|