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2021 ReportCurzon Energy Plc Registered company number: 09976843 Annual Report and Financial Statements for the Period Ended 31 December 2017 Curzon Energy Plc Annual Report 2017 Contents Page Number Company Information Chairman’s Statement Strategic Report Directors’ Report Report of the Remuneration Committee Statement of Directors’ Responsibilities in respect of the Strategic Report, the Directors’ Report and the Financial Statements Independent Auditors’ Report to the Members of Curzon Energy Plc Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Company Statement of Financial Position Company Statement of Changes in Equity Company Statement of Cash Flows Notes to the Company Financial Statements (i) 1 2 6 15 20 21 25 26 27 28 29 53 54 55 56 Curzon Energy Plc Company Information Directors John McGoldrick Chairman and Non-Executive Director Thomas Wagenhofer Thomas Mazzarisi Stephen Schoepfer Brian James Kinane Owen May Executive Director Executive Director Executive Director Non-Executive Director Non-Executive Director Annual Report 2017 Company secretary Thomas Mazzarisi Company number 09976843 Registered address Kemp House 152 City Road London EC1V 2NX Independent auditors Crowe Clark Whitehill LLP St Bride’s House 10 Salisbury Square London EC4Y 8EH Company’s Solicitors McCarthy Denning Limited 25 Southampton Buildings London WC2A 1AL Financial advisor and broker SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP Registrars Neville Registrars Limited Neville House 18 Laurel Lane Halesowen B63 3DA Bankers Barclays Bank plc Level 27 One Churchill Place London E14 5HP Competent Person Dr. John Seidle Vice-President of MHA Petroleum Consultants LLC 730 17th Street, Suite 410 Denver, CO 80202 USA Curzon Energy Plc Chairman’s Statement Annual Report 2017 I am pleased to present the annual report for the Company covering its results for the period from 01 January 2017 to 31 December 2017. The Company was incorporated for the purpose of pursuing a targeted acquisition strategy of oil and gas assets. The Company’s first acquisition occurred on 03 October 2017 when the Company acquired 100% of the membership interests of Coos Bay Energy LLC (“Coos Bay”), which is the owner and operator of approximately 45,370 acres of coalbed methane leases in Coos Bay, Oregon, USA, pursuant to a membership interest purchase agreement dated 20 May 2017 (the “Acquisition”). The consideration for the Acquisition involved the issuance by the Company of an aggregate of 40 million Ordinary Shares to the members of Coos Bay. On 4 October, the Company admitted its shares to the Standard Listing segment of the Official List, to trade on the London Stock Exchange’s main market for listed securities, raising gross proceeds of £2.3 million (approximately £1.6 million net of expenses), which are being used to fund the Company’s operations and, in particular, its activities in connection with the Coos Bay project. Following the Acquisition, the Group’s main focus has been on developing the business of Coos Bay. The main objectives for the Coos Bay project are to complete Phase I (proof of concept) which involves re-entering the five existing wells and bringing them to production, followed by the drilling and completion of up to two additional wells, and then connecting the wells to the nearby pipeline. First gas from the wells is expected in Q2 of 2018. Should Phase I be successful, the Company intends to seek further capital to progress to Phase II (initial development), which would involve the development of approximately 58 additional wells. Should Phase II prove successful, a further funding round will be required to commence and complete Phase III (large scale development), which would bring the total wells for the project to 400+. The Board has been significantly strengthened during the 2017 fiscal year in order to pursue this strategy. Corporate governance will remain a topic close to the top of the Board’s agenda going forward. The Group incurred a loss of US$1,833,381 in the period ended 31 December 2017. A majority of this loss comprised expenditures in relation to the acquisition of Coos Bay, the Group’s admission to the London Stock Exchange and commencement of activities for Phase I of the Coos Bay project. On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as the shareholders for their support given to the Company. With the Coos Bay acquisition now complete, the Board believes this will provide the potential to deliver significant value to shareholders. We look forward to updating shareholders on our further progress in due course. John McGoldrick Non-Executive Chairman 30 April 2018 1 Curzon Energy Plc Strategic Report Financial Results Annual Report 2017 The Company was formed in January 2016 to undertake acquisitions in the oil and gas sector. As noted in the Chairman’s Statement, during the period ended 31 December 2017, the Company commenced trading and acquired Coos Bay. The acquisition of Coos Bay was successfully concluded in October 2017 for an agreed consideration of £3.2 million, payable by way of the issue of shares to the former owners of Coos Bay. We also completed a placing of shares for a cash consideration of £2.3 million, pursuant to the Company’s admission to the Official List. The costs of admission (including fees and commissions) were £0.7 million. The net proceeds, after deducting fees and expenses in connection with admission were approximately £1.6 million. The Group loss for the period to 31 December 2017 was US$1,833,381. There were no revenues and the majority of the loss related to preliminary expenditures in connection with the Company’s acquisition of Coos Bay, admission to the Official List and commencement of Phase I of the Coos Bay project. As a result of these initial losses, there is no tax charge for the period. The loss per share was US$0.03 (2016: loss US$0.08). The Group’s cash balances at the end of 2017 totalled US$1,595,035. With the net proceeds from the Company’s placing of shares in September 2017, as well as amounts available pursuant to the terms of a loan facility provided by YA Global Investments, L.P., the Company’s cash resources are considered sufficient to meet its obligations. The Directors are now looking to implement the development of the Coos Bay business whilst keeping day-to-day overhead costs under control. The acquisition of Coos Bay is the first step in the Company’s acquisition strategy. The Board believes that the Company will be able to raise, as required, sufficient cash or reduce its commitments to enable it to continue these objectives, and to continue to meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval of these financial statements. The financial statements have, therefore, been prepared on the going concern basis. Following the acquisition of Coos Bay, the Group has 7 staff (including Directors). Principal activities The Company was incorporated on 29 January 2016 in England and Wales as an investment company to acquire oil and gas assets. Its first acquisition was of Coos Bay. The Directors expect to identify and assess other oil and gas opportunities in the future and expect to return to the market if they wish to acquire and/or raise funds for other projects. Following the acquisition of Coos Bay by the Company, the Group’s main focus will be to develop the business of Coos Bay and to focus on the Coal Bed Methane (“CBM’’) gas sector in Oregon. The Company raised £650,362 in a private funding round principally from UK, US and European investors prior to admission. These funds were primarily used to meet start-up costs and costs associated with acquiring Coos Bay. The consideration for the acquisition was by the issue of 40 million Ordinary Shares to the members in Coos Bay and assumption by the Company of certain loan notes as described in note 15 to the financial statements. Coos Bay owns certain CBM and related assets, which it acquired on 4 November 2016 by acquiring Westport Energy Acquisition, Inc. and its wholly owned subsidiary Westport Energy LLC (the ‘US Group ‘’) from Westport Energy Holdings Inc., a publicly held company trading on the OTC Pink Market. The US Group had been operating a CBM business in Coos Bay, Oregon for 6 years. At the time of the Acquisition, the US Group’s CBM business consisted of leases to approximately 45,370 acres in Coos Bay, Oregon. The management team of the US Group, has continued in their management roles allowing the Group to maintain management continuity and continuity in-field operations. 2 Curzon Energy Plc Annual Report 2017 The Group’s business will be operated through the US Group, with a focus on oil and gas exploration, appraisal and development, with the goal of commencing production from certain assets in the near term. Its first project is to appraise, develop and produce CBM gas from prospective and contingent resources in the Coos Bay Basin, primarily targeting natural gas from coal seams of the Coaledo Formation in the Coos Bay Basin. Secondary objectives of the Group may include the exploration, production and acquisition of natural gas, and possibly oil, trapped in conventional reservoirs Following the acquisition of Coos Bay, the Company is a holding company with the following subsidiaries: Name Coos Bay Energy LLC Westport Energy Acquisition, Inc. Westport Energy, LLC Country of Incorporation Nevada, USA Proportion of equity ownership 100% Principal activity Gas Exploration & Development Delaware, USA 100% Holding Company Delaware, USA 100% Gas Exploration & Development Coos Bay, which employs the Group’s employees and conducts operations in the Coos Bay Basin Area, is held directly by the Company. Its two indirectly owned subsidiaries are Westport Energy Acquisition Inc. and its wholly-owned subsidiary, Westport Energy LLC. Review of the business 2017 saw the Company’s formation and development of management’s long-term plans for an acquisition strategy in the oil and gas sector. These have been progressed further during 2017 culminating with the acquisition of Coos Bay and the Company’s listing on the London Stock Exchange and the commencement of Phase I of the Coos Bay project. Key performance indicators (KPIs) The Directors have identified the following key performance indicators (‘KPIs’) that the Company will track over 2017 and into future years. These will be refined and augmented as the Group’s business matures: The Directors consider that the KPIs are: i) ii) A well-funded business in terms of cash resources; and Appraisal and drilling results of its CBM assets. Principal Risks and Risk Management Exploration is an inherently risky business: • Even the most promising prospects can have failures for many reasons, such as: o The coal bed methane assets may not be found in commercial quantities if there are errors in the underlying geological assumptions or analysis. o CBM may have been present, but escaped due to unexpected geological events o The reservoir may not flow at commercially viable rates of flow. o The drilling may encounter technical problems which make it impossible or too expensive to reach the target. o The ability of the Group to exploit and develop gas reserves depends on its current leases. The Group currently has under lease approximately 45,370 acres of prospective coalbed methane lands in the Coos Bay Basin under two major leases and three ancillary 3 Curzon Energy Plc Annual Report 2017 leases. There is no guarantee that existing leases will be continued beyond their primary term. • The Company may take on commitments for which it then cannot find adequate funding. Although the Company can then potentially sell all or part of its assets: o There is no guarantee it can find a buyer. o Even if it does find a buyer, the transaction may take too long and the Company’s cash resources may become exhausted. The Company’s risk mitigation strategies include the following: • Partnering with key experts that have demonstrated an ability to predict the presence or absence of hydrocarbons. • Utilizing the Directors’ experience who have excellent local knowledge as to where to seek assets. • Securing the support of a number of key private shareholders, and actively pursuing other sources of funding. • Utilizing third parties to assist with the management of currency risk. Corporate Responsibility The Company takes its responsibilities as a corporate citizen seriously. The Board’s primary goal is to create shareholder value but in a responsible way which serves all stakeholders. Governance The Board considers sound governance as a critical component of the Company’s success and the highest priority. The Company has an effective and engaged Board, with a strong non-executive presence from diverse backgrounds and well-functioning governance committees. Through the Company’s compensation policies and variable components of employee remuneration, the Remuneration Committee of the Board seeks to ensure that the Company’s values are reinforced in employee behaviour and that effective risk management is promoted. Employees and their development The Company is dependent upon the qualities and skills of its employees and the commitment of its people plays a major role in the Company’s business success. Employees’ performance is aligned to the Company’s goals through an annual performance review process and via incentive programmes. The Company provides employees with information about its activities through regular briefings and other media. The Company operates a share option and warrant scheme operated at the discretion of the Remuneration Committee. Diversity and inclusion The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit. Health and safety The Company endeavours to ensure that the working environment is safe and healthy and conducive to the wellbeing of employees who are able to balance work and family commitments. The Company has a Health and Safety at Work policy which is reviewed regularly by the Board and is committed to the health and safety of its employees and others who may be affected by the Company’s activities. The Company provides the information, instruction, training and supervision necessary to ensure that employees are able to discharge their duties effectively. The Health and Safety procedures used by the Company ensure 4 Curzon Energy Plc Annual Report 2017 compliance with all applicable legal, environmental and regulatory requirements, as well as its own internal standards. Outlook The Company’s near-term goals are to develop the business of Coos Bay and to focus on the Coal Bed Methane gas sector in Oregon. The Company has successfully completed two fundraisings and is building a talented team to implement its plans. We have achieved significant progress and are confident that we can meet the challenges that lie ahead. Signed by order of the board Stephen Schoepfer Chief Executive Officer Date 30 April 2018 5 Curzon Energy Plc Annual Report 2017 Directors Report for the period ended 31 December 2017 The Directors present their report on the Company, together with the audited financial statements of the Company for the period from 01 January 2017 to 31 December 2017. Principal activities The Company was formed to undertake acquisitions in the oil and gas sector. Following the acquisition of Coos Bay in October 2017, the principal activities of the Group have been that of coal bed methane exploration and development. Cautionary statement The review of the business and its future development in the Strategic Report has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for these strategies to succeed. It should not be relied on by any other party for any other purpose. The review contains forward looking statements which are made by the Directors in good faith based on information available to them up to the time of the approval of the reports and should be treated with caution due to the inherent uncertainties associated with such statements Results and dividends Given the nature of the business and its development strategy, it is unlikely that the Board will recommend a dividend in the next few years. The Directors believe the Company should seek to re-invest profits to fund the Company’s growth strategy over the medium term. Business review and future developments Details of the business activities and developments made during the period can be found in the Strategic Report and in note 1 to the Financial Statements respectively. Disclosure of information to auditor The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Financial instruments and risk management Disclosures regarding financial instruments are provided within note 19 to the Financial Statements. Capital structure and issue of shares Details of the Company’s share capital, together with details of the movements during the period are set out in note 16 to the Financial Statements. The Company has one class of Ordinary Shares which carry no right to fixed income. Post balance sheet events There were no events after the reporting date. 6 Curzon Energy Plc Directors Annual Report 2017 The Directors of the Company who have served during the period and at the date of this report are: Director Role Date of appointment Board Committee John McGoldrick Chairman and Non-Executive Director 4/10/2017 N, R, A Thomas Wagenhofer Executive Director Thomas Mazzarisi Executive Director Stephen Schoepfer Executive Director 27/9/2016 29/1/2016 29/1/2016 Brian James Kinane Non-Executive Director 29/1/2016 N, R, A Owen May Non-Executive Director 27/9/2016 N, R Board Committee abbreviations are as follows: N = Nomination Committee; A = Audit and Risk Committee; R = Remuneration Committee Board of Directors Details of the current Directors and their backgrounds are as follows: John McGoldrick (Chairman and Non-Executive Director, aged 60) John McGoldrick has over thirty years of experience in a variety of senior management roles, notably at Enterprise Oil where he was responsible for its US operations up until Shell’s takeover in 2002. Since then Mr. McGoldrick has served as executive chairman of Caza Oil & Gas Inc. (formerly Falcon Bay Energy LLC), a US onshore exploration and production company, which went public in Toronto and London in 2007, becoming non-executive chairman in 2010. From 2008 to 2013, Mr. McGoldrick was a non-executive director of Vanguard Natural Resources LLC, a NYSE-listed Oil & Gas company focused on the US. In January 2012 Mr. McGoldrick joined Dart Energy International as CEO, subsequently becoming CEO of Dart Energy in March 2013. He held this post until Dart Energy’s £ takeover by IGas at the end of 2014. Mr. McGoldrick holds a Bachelor of Engineering in Chemical Engineering with Management economics from University of Bradford. Thomas Wagenhofer (Technical Executive Director, aged 46) Mr. Wagenhofer is a petroleum engineer and oil and gas executive with over 20 years’ international industry experience. He offers an excellent blend of technical, commercial and financial acumen from a diversified career in operations, reserves evaluations and energy finance. He is the president of Gate Energy, a UK based oil and gas consulting firm as well as a founder partner of Giant Capital, an oil and gas investment specialist. He was non-executive chairman of AIM listed Magnolia Petroleum plc, which has assets in the United States, until 31 March 2017. Prior to founding Giant Capital and Gate Energy, Mr. Wagenhofer served as Senior Managing Director of Macquarie Bank’s oil and gas investment division in London. Prior to that he was Vice President at Ryder Scott Company in Houston, Texas, where his responsibilities included reserves evaluations and field development studies. He started his career in 1996 as a petroleum engineer with Atlantic Richfield Company in Dallas, Texas. Mr. Wagenhofer holds a MS degree in Petroleum Engineering from the University of Texas at Austin (1995) and a BS degree in Petroleum Engineering from the University of Alaska Fairbanks (1994). He is a registered Professional Engineer with the Texas Board of Professional Engineers (current status inactive) in the State of Texas, USA 7 Curzon Energy Plc Annual Report 2017 Thomas Mazzarisi (Executive Director, Chief Financial Officer, Executive Vice President & General Counsel, Secretary, aged 61) Mr Mazzarisi has over 30 years of experience in legal and executive positions with varied organizations. He began his career in 1983 as Deputy General Counsel for the New York Convention Center Development Corporation, the developer of the Jacob K. Javits Convention Center in New York City. While there he represented the corporation in various legal matters, including various real estate, construction law, corporate and finance matters in connection with the development and operation of the Jacob K. Javits Convention Center. In 1988 Mr. Mazzarisi joined the international law firm of Coudert Brothers, where he represented U.S. and foreign clients in various real estate acquisition, development, leasing and financing matters, international construction projects, such as cogeneration plants, wastewater treatment plants, oil pipeline projects, pulp & paper mill plants and mixed-use high-rise and hotel projects, as well as dispute resolutions in connection with such projects. Following his position at Coudert Brothers, Mr. Mazzarisi started his own firm in 1997 where he continued to represent clients involved in domestic and international construction projects. In 1999 Mr. Mazzarisi joined JAG Media Holdings, Inc., a publicly traded company, which provided live online video-streamed financial news and mobile video surveillance software products, and which broadcast its live programming from NYC into 20 million cable homes and streamed its live programming to countless financial websites. Mr. Mazzarisi served as director and Executive Vice President & General Counsel of JAG Media, and subsequently as its Chairman and Chief Executive Officer, where he oversaw the company’s U.S. operations and legal matters, as well as the expansion of its operations in Europe and Latin America. After leaving JAG Media in 2009, Mr. Mazzarisi provided management consulting services to CardioGenics, a Canadian development stage company engaged in the development and marketing of an ultrasensitive immunoassay point-of-care analyser and a battery of four cardiovascular diagnostic tests that seek to create a major shift in the way heart attacks and heart failure are diagnosed and treated, resulting in improved patient outcomes and reduced costs associated with such healthcare. As part of these services, Mr. Mazzarisi advised the company on various matters including strategic partnerships, product distribution, joint ventures, corporate restructurings and other operational matters. In 2010, Mr. Mazzarisi became a manager of Westport Energy LLC, where he helped take the company public on the OTC market in the U.S., oversaw its recapitalization and currently supervises all corporate, financial, legal and operational matters in connection with the company’s development of its gas properties in Coos Bay, Oregon. Mr. Mazzarisi is a graduate of Fordham University in New York, where he received a B.A. in Political Economy in 1979 and was elected to Phi Beta Kappa, and Hofstra University School of Law, where he received his J.D in 1982. Mr. Mazzarisi is admitted to the bar in the State of New York, USA. Stephen Schoepfer (Executive Director, Chief Executive Officer, aged 59) Mr. Schoepfer has over 20 years of senior management and consulting experience working with start-up companies in the US, Canada and the UK. Mr. Schoepfer has also negotiated cross-border transactions and raised early stage funding for development stage companies, including investments from various hedge funds and Wall Street investment banks. After starting on Wall Street with Prudential Securities in 1993 and Legg Mason in 1995, where he managed clients’ assets and trained brokers, he then moved to working with early stage companies. He joined JAG Media Holdings, Inc., in 1999. While at JAG Media Holdings, Mr. Schoepfer served as a director of the company, as well as Chief Operating Officer and Chief Financial Officer overseeing the company’s operations in the U.S., UK and Latin America. Mr. Schoepfer subsequently provided management consulting services to CardioGenics, including assisting the company with investor relations, regulatory filings and business development. CardioGenics 8 Curzon Energy Plc Annual Report 2017 is a Canadian development stage company engaged in the development and marketing of an ultrasensitive immunoassay point-of-care analyser and a battery of four cardiovascular diagnostic tests that seek to create a major shift in the way heart attack and heart failure are diagnosed and treated, resulting in improved patient outcomes and reduced costs associated with such healthcare. Mr. Schoepfer served as Chief Executive Officer of Westport Energy LLC since 2010. Among his many functions with the company, Mr. Schoepfer reorganized the company, took it public on the OTC market in 2010 and negotiated a plan of commercialization with NW Natural Gas, a leading gas utility and manager of the Northwest pipeline which traverses several states in the western U.S. Mr. Schoepfer attended Wagner College in New York from 1976-1980 where he studied economics and finance. Brian James Kinane (Non-Executive Director, aged 46) Brian Kinane is a UK-based corporate finance executive with over 20 years of industry and finance experience. After graduating from Trinity College Dublin, Mr. Kinane joined the Ericsson Group, a global leader in telecommunications systems, and worked for Ericsson group companies in product management. Mr. Kinane was subsequently recruited by Telenor Group, a major Nordic telecoms group where he worked as a management consultant in the transition from voice to data-based business models. Subsequently, Mr Kinane moved into an entrepreneurial phase including being a founding shareholder and executive director of MobileAware Ltd and FeedHenry Ltd, specialist mobile technology companies. In 2014, FeedHenry was acquired by Red Hat Inc. for approximately Euro 63 million. RedHat Inc. is a public software company with a market capitalisation in excess of $15bn. Mr Kinane is currently a partner at Shard Capital and a director of Riverfort Global Capital, both FCA- authorised investment advisors, where he is an investment manager for venture capital and special situations mezzanine/venture debt funds. Prior to his current role, Mr Kinane was a partner at Yorkville advisors UK LLP, an FCA-authorised investment advisor allocating capital to mezzanine special situations debt investments Mr. Kinane holds a BA in Computer Science from Trinity College Dublin and Master of Business Administration Degrees from Columbia Business School and London Business School. Owen May (Non-Executive Director, aged 57) Mr. Owen May is an American banker with over 30 years of experience on Wall Street. He currently serves as a Managing Director of MD Global Partners, a full-service investment-banking firm, and is actively involved in a broad range of investment activities in Israel, China, and Europe. Mr. May started his career at Lehman Brothers as a Financial Advisor in the high net worth division in 1985. After leaving Lehman Brothers in 1989, Mr. May joined D.H. Blair & Co., a small boutique firm on Wall Street. In 1993, Mr May went on to establish May Davis Group, a full-service investment banking firm on Wall Street that offered a full range of investment banking, research, sales, trading and retail brokerage services. The firm had offices in New York and Baltimore, and catered to a niche clientele, mainly small to middle-sized firms that were too small to gain access to large investment banking services. In 2007 Mr. May established MD Global Partners LLC, a firm that specializes in corporate finance, mergers & acquisitions, restructuring and business development. Mr. May has been involved in advising, restructuring and taking public many biotech firms and is actively seeking investment opportunities in start-up companies in the medical science sector, especially in Israel. In 2013, Mr May acted as an advisor to IntelliCell Biosciences Inc, a regenerative medicine company utilizing adult autologous vascular fraction cells (SVFCs) derived from the blood vessels in lipoaspirate, to advise on the company's restructuring, corporate positioning, and strategic opportunities. 9 Curzon Energy Plc Annual Report 2017 Following his undergraduate degree in biology at University of Miami, Mr. May earned an MBA in finance from Duke University’s Fuqua School of Business, where he currently sits on the Board of Visitors and offers career coaching and opportunities to program participants. He also continues to hold a position on the President’s Council for the University of Miami. Directors’ interests in shares Directors’ interests in the shares of the Company at the date of this report are disclosed below. Director Ordinary shares held % held John McGoldrick Thomas Wagenhofer Thomas Mazzarisi Stephen Schoepfer Brian James Kinane Owen May Substantial interests - 125,000 1,200,100 1,200,100 125,000 - - 0.17 1.65 1.65 0.17 - As at 24 April 2018, the Company has been advised of the following significant interests (greater than 3%) in its ordinary share capital: Shareholder Ordinary shares held % held Jim Nominees Limited 41,665,100 57.39 Reyker Nominees Limited A/C TFI Regency Mines PLC Queensbury Inc Mountainville Limited 6,750,000 6,467,500 4,000,000 3,200,000 9.29 8.90 5.51 4.40 Except as referred to above, the Directors are not aware of any person who was interested in 3% or more of the issued share capital of the Company or could directly or indirectly, jointly or severally, exercise control. Corporate Governance As a Company listed on the Standard Segment of the Official List of the UK Listing Authority, the Company is not required to comply with the provisions of the UK Corporate Governance Code. However, the Board is committed to maintaining high standards of corporate governance and, so far as appropriate given the Company’s size and the constitution of the Board, and intends to comply with the Corporate Governance Guidelines for Small and Mid-Sized Companies (the “QCA Code”). 10 Curzon Energy Plc The Board Annual Report 2017 The Board currently comprises three executive directors and three non-executive directors. The Board is ultimately responsible for the day-to-day management of the Company’s business, its strategy and key policies. Members of the Board are appointed by the Shareholders. The Board also has power to appoint additional directors, subject to such appointments being approved by Shareholders. At least eight board meetings are held per year. As prescribed by the QCA Code, the Board has established three committees: An Audit and Risk Committee, a Remuneration Committee and a Nomination Committee. Each of the committees were formed on admission of the Company to the Standard Listing Segment on 4 October 2017. The Audit and Risk Committee has met once during 2017 and the other committees have not yet held any meetings as of the end of the 2017 fiscal year. Audit and Risk Committee The Audit and Risk Committee, which comprises John McGoldrick and Brian Kinane, is responsible, amongst other things, for monitoring the Group’s financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and half-yearly financial statements, reviewing and monitoring the extent of non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit and Risk Committee gives due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. The Audit and Risk Committee shall meet at least two times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. Remuneration Committee The Remuneration Committee, which comprises John McGoldrick, Brian Kinane and Owen May, is responsible, amongst other things, for assisting the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and the Group. It is also responsible for approving the rules and basis for participation in any performance related pay-schemes, share incentive schemes and obtaining reliable and up-to-date information about remuneration in other companies. The Remuneration Committee shall meet at least two times a year. Nomination Committee The Nomination Committee, which comprises John McGoldrick as Chairman, Brian Kinane and Owen May, will identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nominations Committee will meet as required. Share dealing policy The Company has adopted a share dealing policy which sets out the requirements and procedures for dealings in any of its listed securities. The share dealing policy applies widely to the Directors of the Company and its subsidiaries, certain employees’ and person closely associated with them. The policy complies with the Market Abuse Regulations, which came into effect on 3 July 2016. Dividend policy The objective of the Directors is the achievement of substantial capital growth. In the short-term they do not intend to declare a dividend. Anti-bribery and corruption policy The Company has adopted an anti-corruption and bribery policy which applies to the Directors and all employees of the Company. The Directors believe that the Group, through its internal controls, has appropriate procedures in place to reduce the risk of bribery and that all employees, agents, consultants and associated persons are made fully aware of the Group’s policies and procedures with respect to ethical behaviour, business conduct and transparency. 11 Curzon Energy Plc Health and safety Annual Report 2017 The safety of the Group’s employees and contractors is critical to its operations. Coos Bay requires its contractors working on site to comply with all applicable laws in connection with the performance of its work, including applicable requirements of the Occupational Health and Safety Act and the rules promulgated thereunder (OSHA). As Coos Bay currently maintains a limited number of employees and almost all work on site is performed by independent contractors, Coos Bay has not developed any formal safety procedures or training programs beyond those that may be required by OSHA or other applicable laws. As Coos Bay’s field operations expand, the Board intends to review Coos Bay’s health and safety practices from time-to-time to ensure that they remain consistent with current industry standards. Relations with shareholders As detailed further below, the Directors seek to build on a mutual understanding of objectives between the Company and its shareholders by meeting to discuss long term issues and receive feedback, communicating regularly throughout the year and issuing trading updates as appropriate. The Board also seeks to use the Annual General Meeting to communicate with its shareholders. Fair, balanced and understandable assessment of position and prospects The Board has shown its commitment to presenting fair, balanced and comprehensible assessments of the Company’s position and prospects by providing comprehensive disclosures within the financial report in relation to its activities. The Board has applied the principles of good governance relating to Directors’ remuneration as described below. The Board has determined that there are no specific issues which need to be brought to the attention of shareholders. Remuneration strategy The Company operates in a competitive market. If it is to compete successfully, it is essential that it attracts, develops and retains high quality staff. Remuneration policy has an important part to play in achieving this objective. The Company aims to offer its staff a remuneration package which is both competitive in the relevant employment market and which reflects individual performance and contribution. Share options and warrants On admission to the Official List, the Company granted a total of 8,263,904 Options and Warrants pursuant to the terms of the Company’s stock option plan to subscribe for Ordinary Shares of £0.01 each in the capital of the Company. Certain Directors have interests in these as follows: Name Riverfort Capital Limited – a company owned by Mr. Brian Kinane Riverfort Capital Limited – a company owned by Mr. Brian Kinane Riverfort Capital Limited – a company owned by Mr. Brian Kinane Gate Energy Limited – a company owned by Mr. Thomas Wagenhofer Gate Energy Limited – a Number of Options Warrants Exercise Price or 421,152 £0.10 421,152 £0.15 421,152 £0.30 Vesting Expiry Date On Date of Grant 5 years from Admission 6-month anniversary of Admission 1 year from Admission 5 years from Admission 5 years from Admission 842,562 £0.10 1 year from Admission 5 years from Admission 842,562 £0.15 5 years from Admission 12 Curzon Energy Plc company owned by Mr. Thomas Wagenhofer Gate Energy Limited – a company owned by Mr. Thomas Wagenhofer John McGoldrick John McGoldrick John McGoldrick James Lewis Candace Jane Glenday SP Angel Letzdream Foundation Cuart Investments PCC Limited Annual Report 2017 2 years from Admission 842,562 £0.30 3 years from Admission 5 years from Admission 280,854 £0.10 280,854 £0.15 280,854 £0.30 500,000 warrants 500,000 warrants 130,200 warrants 1,000,000 warrants 1,500,000 warrants £0.15 £0.15 £0.10 £0.15 £0.125 1 year from Admission 2 years from Admission 3 years from Admission 5 years from Admission 5 years from Admission 5 years from Admission 1 year from Admission 1 year from Admission 3 years from Admission 1 year from Admission 3 years from Admission Communication with shareholders The Board attaches great importance to communication with both institutional and private shareholders. Regular communication is maintained with all shareholders through Company announcements, the half- year Statement and the Annual Report and financial statements. The Directors seek to build on a mutual understanding of objectives between the Company and its shareholders. Institutional shareholders are in contact with the Directors through presentations and meetings to discuss issues and to give feedback regularly throughout the year. With private shareholders, this is not always practical. The Board therefore intends to use the Company’s Annual General Meeting as the opportunity to meet private shareholders who are encouraged to attend, and at which the Board will give a presentation on the activities of the Company. Following the presentation there will be an opportunity to meet and ask questions of Directors and to discuss development of the business. The Company operates a website at; http://www.curzonenergy.com/investor-relations The website contains details of the company and its activities; regulatory announcements, Company announcements, interim statements, preliminary statements and annual reports. Greenhouse gas emissions The Group has as yet minimal greenhouse gas emissions to report from the operations of the Company and its subsidiaries and does not have responsibility for any other emission producing sources under the Companies Act 2006 (Strategic report and Directors report) Regulations 2014. Financial Risk Management The Group is exposed to a variety of financial risks including currency risk, credit risk and liquidity risk. Some of the objectives and policies applied by management to mitigate these risks are outlined in note 19 to the Consolidated Financial Statements. 13 Curzon Energy Plc Ordinary Share Capital Annual Report 2017 The Company’s Ordinary Shares of £0.01 per share represent 100% of its total share capital. At a meeting of the Company every member present in person or by proxy shall have one vote for every Ordinary Share of which he is the holder. Holders of Ordinary Shares are entitled to receive dividends. On a winding-up or other return of capital, holders are entitled to share in any surplus assets pro rata to the amount paid up on their Ordinary Shares. The shares are not redeemable at the option of either the Company or the holder. There are no restrictions on the transfer of shares. Independent auditors During the period, Crowe Clark Whitehill LLP was appointed as auditor to the Company. Provision of information to auditors Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: • so far as that Director is aware, there is no information relevant to the audit of which the Company's auditors are unaware, and; • each Director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information. Signed by order of the board Thomas Mazzarisi 30 April 2018 14 Curzon Energy Plc Report of the Remuneration Committee Report of the Remuneration Committee Annual Report 2017 The Board of Directors has established a Remuneration Committee. The Remuneration Committee (the ‘Committee’) comprises our three non-executive directors, John McGoldrick, Brian Kinane and Owen May. The members of the Remuneration Committee have the necessary experience of executive compensation matters relevant to their responsibilities as members of such a committee by virtue of their respective professions, contacts within the minerals industry as well as experience in the broader business community. In addition, each member of the Remuneration Committee keeps abreast on a regular basis of trends and developments affecting executive compensation. Accordingly, it is considered that the Remuneration Committee has sufficient experience and knowledge to set appropriate levels of compensation. Neither the Company nor the Remuneration Committee engaged independent consultants to evaluate the levels of compensation during the year ended 31 December 2017. Committee’s Main Responsibility The Remuneration Committee, is responsible, amongst other things, for assisting the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and the Group. It is also responsible for approving the rules and basis for participation in any performance related pay-schemes, share incentive schemes and obtaining reliable and up-to-date information about remuneration in other companies. The recommendations of the Remuneration Committee are submitted to the independent members of the Board of Directors for consideration and approval. The Remuneration Committee shall meet at least two times a year. Statement of Policy on Directors’ Remuneration The Company’s policy is to set remuneration to attract and retain the highest quality of directors and senior executives, and to: • • • • align their interests with shareholders’, avoid incentivising excessive risk taking by executives, be proportionate to the contribution of the individuals concerned, and be sensitive to pay and employment conditions elsewhere in the group. The Company is at an early stage of development. As a result, the use of traditional performance standards, such as corporate profitability, is not considered by the Remuneration Committee to be appropriate in the evaluation of corporate or directors’ performance. Discretionary bonuses may be paid to aid staff retention and reward performance. The Company provides executive directors with base fees which represent their minimum compensation for services rendered during the financial year. The base fees of directors and senior executives depend on the scope of their experience, responsibilities, and performance. The Remuneration Committee has considered the risk implications of the Company’s compensation policies and practices and has concluded that there is no appreciable risk associated with such policies and practices since such policies and practices do not have the potential of encouraging an executive officer or other applicable individual to take on any undue risk or to otherwise expose the Company to inappropriate or excessive risks. Furthermore, although the Company does not have in place any specific prohibitions preventing executives from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of options or other equity securities of the Company granted in compensation or held directly or indirectly, by the director, the Company is unaware of the purchase of any such financial instruments by any director. 15 Curzon Energy Plc Annual Report 2017 The Company does not anticipate making any significant changes to its compensation policies and practices during 2018. Directors’ Remuneration The Directors who held office at December 31, 2017 and who had beneficial interests in the ordinary shares of the Company are summarized as follows: Name of Director Stephen Schoepfer Thomas Mazzarisi Position Chief Executive Officer, Executive Director Chief Financial Officer, Executive Director Thomas Wagenhofer Executive Director Brian Kinane Non-Executive Director Each of the directors entered into service agreements at the time of the Company’s admission to the market in October 2017. Directors’ service contracts John McGoldrick has been appointed by the Company with effect from Admission to act as Chairman and a Non-Executive Director of the Company under a letter of appointment dated 26 September 2017. His appointment is for an initial term of 36 months and is terminable on three months’ written notice on either side. He is entitled to a fee of £50,000 per annum. Thomas Wagenhofer was appointed a director on 27 September 2016. He has been appointed to act as an executive director of the Company pursuant to a letter of appointment dated 26 September 2017 which takes effect on Admission pursuant to which he will receive no fee. His appointment is for an initial term of 36 months and is terminable on three months’ written notice on either side. Stephen Schoepfer was appointed a director on 29 January 2016. He has been appointed as an Executive Director under a letter of appointment with the Company dated 26 September 2017, which takes effect on Admission pursuant to which he will receive no fee. His appointment is for an initial term of 36 months and is terminable on three months’ written notice on either. Thomas Mazzarisi was appointed a director on 29 January 2016. He has been appointed as an Executive Director under a letter of appointment with the Company dated 26 September 2017, which takes effect on Admission, pursuant to which he will receive no fee. His appointment is for an initial term of 36 months and is terminable on three months’ written notice on either side. Brian Kinane was appointed a director on 29 January 2016. He has been appointed to act as a Non- Executive Director of the Company pursuant to a letter of appointment with the Company dated 26 September 2017, which takes effect on Admission. His appointment is for an initial term of 36 months and is terminable on three months’ written notice on either side. He is not entitled to a fee for the first twelve months of the agreement and is entitled to a fee determined by the Board of up to £10,000 per annum thereafter. Owen May was appointed a director on 27 September 2016. He has been appointed to act as a Non- Executive Director of the Company pursuant to a letter of appointment with the Company dated 23 May 2017, which takes effect on Admission. His appointment is for an initial term of 36 months and is terminable on three months’ written notice on either side. He is not entitled to a fee for the first twelve months of the agreement and is entitled to a fee determined by the Board of up to £10,000 per annum thereafter. 16 Curzon Energy Plc Other service contracts Annual Report 2017 In addition to the director service contract indicated above, Mr. Schoepfer, through his limited liability company, 4 Sea-Sons LLC, entered into a services agreement with the Company’s subsidiary, Coos Bay Energy LLC, dated 1 September 2017 pursuant to which he agreed to serve as Manager, Chief Executive Officer and President of Coos Bay The term of the agreement commenced on Admission and is due to expire on the second anniversary of Admission. Mr. Schoepfer’s compensation pursuant to the services agreement is $155,000 per annum for the first year of the agreement, while compensation for each subsequent year will be subject to a three per cent. increase. Mr. Schoepfer is also entitled to two milestone related bonuses, each of which are tied to progress milestones in connection with Coos Bay Energy’s CBM project in Coos Bay, Oregon. If the agreement is not extended at the end of the initial two- year term (or any extended term), the Company is obligated to make a payment to Mr. Schoepfer equal to 25% of the contractual annual compensation amount for the immediately preceding expired year. In addition to the director service contract indicated above, Mr. Mazzarisi, through his limited liability company, M10 Ventures LLC, entered into a services agreement with Coos Bay dated 1 September May 2017 pursuant to which he agreed to serve as Manager, Chief Financial Officer, Treasurer, Executive Vice President & General Counsel and Secretary of Coos Bay. The term of the agreement commenced on Admission and is due to expire on the second anniversary of Admission. Mr. Mazzarisi’s compensation pursuant to the services agreement is $155,000 per annum for the first year of the agreement, which amount includes an allowance for health insurance, while compensation for each subsequent year will be subject to a three per cent. increase. Mr. Mazzarisi is also entitled to two milestone related bonuses, each of which are tied to progrees milestones in connection with Coos Bay Energy’s CBM project in Coos Bay, Oregon. If the agreement is not extended at the end of the initial two-year term (or any extended term), the Company is obligated to make a payment to Mr. Scheopfer equal to 25% of the contractual annual compensation amount for the immediately preceding expired year. In addition to the director service contract indicated above, Mr. Wagenhofer’s services are being made available to the Group pursuant to a consultancy agreement between the Company and Gate Energy Limited dated 28 September 2017 pursuant to which Mr. Wagenhofer will act as Technical Executive Director of the Company. The agreement commenced on Admission and is terminable by either side on three months’ notice from the beginning of the tenth month following Admission. Gate Energy will be paid a monthly retainer of £10,000, plus an amount to cover applicable VAT. Summary Compensation Table (audited) The following table sets forth the compensation awarded, paid to or earned by each director during 2017: John McGoldrick Chairman and Non-Executive Director Thomas Wagenhofer Executive Director Thomas Mazzarisi Executive Director Stephen Schoepfer Executive Director Brian James Kinane Non-Executive Director Owen May Total Non-Executive Director Total fees 2017 US$ Total fees 2016 US$ 16,111 93,052 - 47,171 182,000 195,372 182,000 175,457 - - - 473,163 - 418,000 17 Curzon Energy Plc Annual Report 2017 Share Option Plan and Share-Based Awards (audited) The Company has awarded the following share options to the directors of the Company in accordance with its share option plan: Director Brian Kinane Brian Kinane Brian Kinane Number of Options or Warrants Exercise Price Vesting Expiry Date 421,152 £0.10 04/10/2017 04/10/2022 421,152 £0.15 04/04/2018 04/10/2022 421,152 £0.30 04/10/2018 04/10/2022 Thomas Wagenhofer 842,562 £0.10 04/10/2018 04/10/2022 Thomas Wagenhofer 842,562 £0.15 04/10/2019 04/10/2022 Thomas Wagenhofer 842,562 £0.30 04/10/2020 04/10/2022 John McGoldrick John McGoldrick John McGoldrick 280,854 £0.10 04/10/2018 04/10/2022 280,854 £0.15 04/10/2019 04/10/2022 280,854 £0.30 04/10/2020 04/10/2022 Brian Kinane through Cuart Investments PCC Limited – a company in which he has a material interest 1,500,000 warrants £0.125 04/10/2017 04/10/2022 The options awarded to Brian Kinane have been issued to his service company Riverfort Capital Limited. The options awarded to Thomas Wagenhofer have been issued to his service company Gate Energy Limited. The exercise price of the awards exceed the average share price for the period. There were no awards of annual bonuses or incentive arrangements in the period. All remuneration was therefore fixed in nature and no illustrative table of the application of remuneration policy has been included in this report. Directors’ interests in shares (audited) Directors’ interests in the shares of the Company at the date of this report are disclosed below. Director Ordinary shares held % held John McGoldrick Thomas Wagenhofer Thomas Mazzarisi Stephen Schoepfer Brian James Kinane - 125,000 1,200,100 1,200,100 125,000 - 0.17 1.65 1.65 0.17 18 Curzon Energy Plc Annual Report 2017 Owen May - - Other Matters subject to audit The Company does currently have any pension plans for any of the Directors and does not pay pension amounts in relation to their remuneration. The Company has not paid any compensation to past Directors. No payments were made for loss of office during the year. Other Matters The Company does not currently have any annual or long-term incentive schemes in place for any of the Directors and as such there are no disclosures in this respect. The performance of the Remuneration Committee has yet to be assessed given the short time frame that it has been operational. No performance graph has been included here as the Company is in the early stages of its business development. Signed John McGoldrick, Chairman of the Remuneration Committee 30 April 2018 19 Curzon Energy Plc Annual Report 2017 Statement of Directors’ Responsibilities in respect of the Strategic Report, the Directors’ Report and the Financial Statements The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with IFRSs as adopted by the EU and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether they have been prepared in accordance with IFRSs as adopted by the EU; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We confirm that to the best of our knowledge: • • the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; the director’s report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that they face. By Order of the Board Thomas Mazzarisi, Director 30 April 2018 20 Curzon Energy Plc Annual Report 2017 Independent auditor’s report to the members of Curzon Energy Plc Opinion We have audited the financial statements of Curzon Energy Plc for the year ended 31 December 2017 which comprise the group statements of comprehensive income, the group and parent statements of financial position, the group and parent company statements of cashflows, the group a parent company statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. In our opinion, the financial statements: • • • • give a true and fair view of the state of the group’s and company’s affairs as at 31 December 2017 and of its loss for the year then ended; have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; of the parent have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006; and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when: • The directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or • The directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. Overview of our audit approach Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be £90,000, based on a percentage of total assets. We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors’ remuneration. We agreed with the Audit Committee to report to it all identified errors in excess of £4,000. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. Overview of the scope of our audit There are two components of the Group, Curzon Energy Plc as an entity and the US Group headed by Coos Bay Energy LLC. The audit of Curzon Energy Plc was conducted from the UK. The accounting records were provided to us by management. The company engaged a US firm to undertake the audit work on the US group. The audit was conducted under our direction. We issued instructions to the US firm that detailed the significant risks to be addressed 21 Curzon Energy Plc Annual Report 2017 through the audit procedures and indicated the information we required to be reported. We reviewed their working papers and discussed key findings. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Key audit matter How the scope of our audit addressed the key audit matter Valuation of Exploration and evaluation assets We reviewed management’s assessment which concluded that there are no facts or circumstances that suggest the recoverable amount of the asset exceeds the carrying amount. The group’s primary focus is on exploration activities in the Coos Bay Basin. The exploration assets at 31 December 2017 totalled £2.6m. We considered the risk that exploration assets are impaired. In considering this assessment we reviewed the following sources of evidence: •The primary lease agreement in place supporting the company’s right of extraction. •The third party valuation report commissioned by management as well as the competent persons report that formed the basis of the valuation. •Comparing the valuation methodology to the prior year, including the underlying assumptions. •Board minutes, budgets and other operational plans setting out the current plans for the continued commercial appraisal of the asset; • Discussing plans and intentions with management Key observations We reviewed the assumptions used in the valuation model and consider them to be reasonable including, natural gas prices, royalty rates, Capex, water disposal and well life. Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 22 Curzon Energy Plc Annual Report 2017 Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion based on the work undertaken in the course of our audit • • the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the directors’ report and strategic report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • • • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit Responsibilities of the directors for the financial statements As explained more fully in the directors’ responsibilities statement on page 20, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. We designed our audit approach to be capable of detecting irregularities, including fraud. In particular: We gained an understanding of the legal and regulatory framework applicable to the Group and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment Our tests included, but were not limited to: review of the financial statement disclosures to underlying supporting documentation and enquiries of management. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from 23 Curzon Energy Plc Annual Report 2017 the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address We were appointed by the Board on 21 November 2017 to audit the financial statements for the year ended 31 December 2017. Our total uninterrupted period of engagement is 2 years, covering the period ended 31 December 2016 to 31 December 2017. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the group and the parent company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Matthew Stallabrass Senior Statutory Auditor For and on behalf of Crowe Clark Whitehill LLP Statutory Auditor London 30 April 2018 24 Curzon Energy Plc Consolidated statement of comprehensive income for the year ended 31 December 2017 Well field expenses Administrative expenses Loss from operations Finance expense, net Impairment of exploration and evaluation assets Other income Loss before taxation Income tax expense Loss for the year attributable to equity holders of the parent company Other comprehensive income/(expense) Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency Total comprehensive loss for the year Loss per share Basic and diluted, US$ Note 4 6 7 8 Annual Report 2017 2017 US$ 2016 US$ (293,867) (1,662,619) (60,187) (1,035,803) (1,956,486) (102,288) (1,095,990) (281,476) - 225,393 (2,158,000) - (1,833,381) - (3,535,466) - (1,833,381) (3,535,466) 44,624 (38,153) (1,788,757) (3,573,619) (0.03) (0.08) The notes on pages 29 to 59 form part of these financial statements 25 Curzon Energy Plc Consolidated statements of financial position as at 31 December 2017 Annual Report 2017 Note 2017 US$ 2016 US$ 9 11 12 13 14 15 16 Assets Non-current assets Intangible assets Restricted cash Total non-current assets Current assets Prepayments and other receivables Cash and cash equivalents Total current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings Total current liabilities Total liabilities Capital and reserves attributable to shareholders Share capital Share premium Share-based payments reserve Warrants reserve Merger reserve Foreign currency translation reserve Accumulated losses Total capital and reserves Total equity and liabilities 2,559,000 125,440 2,684,440 2,559,000 125,315 2,684,315 148,616 1,595,035 1,743,651 - 370,722 370,722 4,428,091 3,055,037 463,413 578,599 1,042,012 581,842 363,829 945,671 1,042,012 945,671 964,575 3,199,004 114,659 191,011 31,212,041 6,471 (32,301,682) 3,386,079 639,925 763,854 - - 31,212,041 (38,153) (30,468,301) 2,109,366 4,428,091 3,055,037 The financial statements were approved and authorised for issue by the Board of Directors on 30 April 2018 and were signed on its behalf by: Thomas Mazzarisi Director The notes on pages 29 to 59 form part of these financial statements. 26 Curzon Energy Plc Consolidated statements of changes in equity Annual Report 2017 Share capital US$ 530,803 - - - 109,122 - 639,925 - Share premium US$ Other reserves US$ Accumulated losses US$ Total US$ - - - - 763,854 - 763,854 - 25,545,285 (26,948,973) (872,885) - (3,519,328) (3,519,328) (38,153) (38,153) - 5,666,756 31,173,888 - - (38,153) (3,519,328) - - (30,468,301) (1,833,381) (3,557,481) 872,976 5,666,756 2,109,366 (1,833,381) - - 44,624 - 44,624 Equity as at 1 January 2016 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Issue of shares Increase in additional capital of Coos Bay At 31 December 2016 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Issue of shares Share issue costs Issue of share warrants Issue of share options At 31 December 2017 Other Reserves - 324,650 - - - 964,575 - 2,921,855 (486,705) - - 3,199,004 44,624 - - 191,011 114,659 31,524,182 Merger reserve US$ Share-based payments reserve US$ Warrants reserve US$ Equity as at 1 January 2016 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Issue of shares Increase in additional capital of Coos Bay At 31 December 2016 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Issue of shares Share issue costs Issue of share warrants Issue of share options At 31 December 2017 25,545,285 - - - - 5,666,756 31,212,041 - - - - - - - 31,212,041 - - - - - - - - - - - - - - - - - - - - - - 114,659 114,659 - - - 191,011 - 191,011 (1,833,381) - - - - (32,301,682) Foreign currency translation reserve US$ (1,788,757) 3,245,505 (486,705) 191,011 114,659 3,386,079 Total Other reserves US$ - - 25,545,285 - (38,153) (38,153) (38,153) - - (38,153) - 44,624 44,624 - - - - 6,471 (38,153) - 5,666,756 31,173,888 - 44,624 44,624 - - 191,011 114,659 31,524,182 27 Curzon Energy Plc Consolidated statement of cash flows Cash flow from operating activities Loss before taxation Adjustments for: Finance cost, net Income from payable write off Licences impairment Share-based payments charge Unrealised foreign exchange movements Operating cashflows before working capital changes Changes in working capital: Increase in payables (Increase) in receivables Net cash used in operating activities Financing activities Issue of ordinary shares Costs of share issue Proceeds from new borrowings Net cash flow from financing activities Annual Report 2017 Notes 2017 US$ 2016 US$ 6 17 (1,833,381) (3,535,466) 86,473 (225,393) - 111,367 50,184 (1,810,750) 344,354 - 2,158,000 - (29,004) (1,062,116) 66,576 (118,542) (1,862,716) 209,637 - (852,479) 16 15 3,087,266 (295,694) 250,000 3,041,572 872,979 - 350,815 1,223,794 Net Increase in cash and cash equivalents in the period 1,178,856 371,315 Cash and cash equivalents at the beginning of the period Restricted cash held on deposits Total cash and cash equivalents at the beginning of the period, including restricted cash 11 370,722 125,315 515 124,424 496,037 125,019 Effect of the translation of cash balances into presentation currency Interest on restricted cash 45,457 125 (1,187) 891 Cash and cash equivalents at the end of the period Restricted cash held on deposits Total cash and cash equivalents at the end of the period, including restricted cash 11 1,595,035 125,440 370,722 125,315 1,720,475 496,037 28 Curzon Energy Plc Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION 1. General information The Company was incorporated and registered in England and Wales on 29 January 2016 as a public limited company under the name Westport Energy Plc. On 2 December 2016 the Company changed its name to Curzon Energy Plc. The Company’s registered number is 09976843 and its registered office is at Kemp House, 152 City Road, London EC1V 2NX. On 4 October 2017, the Company’s shares were admitted to the Official List (by way of Standard Listing) and to trading on the London Stock Exchange’s Main Market. With effect from admission, the Company has been subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules. The principal activity of the Company is that of a holding company for its subsidiaries, as well as performing all administrative, corporate finance, strategic and governance functions of the Group. The Company’s investments comprise of subsidiaries operating in the coalbed methane (‘CBM’) gas sector. The entire share capital of Coos Bay Energy, LLC (Coos Bay) was conditional on Admission, acquired by the Company pursuant to a membership interest purchase agreement dated 20 May 2017 between the Company, Coos Bay and the members of Coos Bay. At the time of its acquisition by the Company, Coos Bay consisted of Coos Bay Energy, LLC and its wholly owned US Group as specified below. The Company, Coos Bay Energy, LLC and the US Group as specified below together are referred to the Curzon Group. Coos Bay Energy, LLC is a limited liability corporation incorporated in Nevada, USA whose registered office is 1370 Crowley Avenue SE, Portland, Oregon 97302, USA. The US Group at the date of its acquisition by Coos Bay Energy, LLC consisted of Westport Energy Acquisition, Inc. and its wholly-owned subsidiary, Westport Energy, LLC (together, the “US Group”). Westport Energy Acquisition, Inc., was incorporated in May 2010 in Delaware, USA. Its registered office is located at 100 Overlook Center, 2nd Floor, Princeton Junction, NJ 08540, USA. Westport Energy, LLC was incorporated in December 2008 in Delaware, USA. Its registered office is located at 100 Overlook Center, 2nd Floor, Princeton Junction, NJ 08540, USA. The principal business of the US Group is the exploration for CBM in the Coos Bay region of Oregon, USA. The US Group holds leases to approximately 45,370 acres of prospective CBM lands in the Coos Bay Basin. As a result of Coos Bay Energy, LLC acquisition, the Group owns certain CBM and related assets, which it acquired on 4 November 2016 by acquiring the US Group from Westport Energy Holdings Inc., a publicly held company trading on the OTC Pink Market. Coos Bay acquired the US Group pursuant to a foreclosure agreement dated 4 November 2016 between Coos Bay, Westport Energy Holdings, Inc., the US Group and the three creditors of Westport Energy Holdings Inc. (which at the time of the foreclosure was the parent company of the US Group). Pursuant to the terms of the foreclosure agreement, all outstanding debt and security instruments of Westport Energy Holdings, Inc., which was secured by all of the assets of the US Group, was terminated, along with the creditors’ related security interests in the assets of the US Group. In addition, outstanding royalty agreements with Queensbury, Inc. and YA Global Investments Limited were also terminated. YA Global Investments L.P. was the major creditor and held a 75% interest in Coos Bay prior to the Acquisition. YA Global Investments L.P. now holds a majority interest in the Coos Bay and 44.72% interest in the Company. Prior to the acquisition of the US Group by Coos Bay, the US Group was wholly-owned by Westport Energy Holdings Inc., which had acquired the Oregon CBM business, on 17 August 2010 from New Earthshell Corporation, a corporation formed in Delaware in October 2008 to hold title to the CBM assets through Westport Energy LLC. The parent company of New Earthshell Corporation was YA Global 29 Curzon Energy Plc Annual Report 2017 Investments L.P. who had, foreclosed on, and took title to, those Oregon CBM assets from Torrent Energy on 26 November 2008. 2. Accounting policies The principal accounting policies adopted are set out below. The Group Financial statements are presented in US Dollars. Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU (“IFRS”) and the requirements of the Companies Act applicable to companies reporting under IFRS. The preparation of the Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed below. a) New standards, interpretations and amendments effective from 1 January 2017 There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2017 that had a significant effect on the Curzon Group’s financial statements. b) New standards, interpretations and amendments not yet effective There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective in future accounting periods that the group has decided not to adopt early. The most significant of these are: - IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers (both mandatorily effective for periods beginning on or after 1 January 2018); and - IFRS 16 Leases (mandatorily effective for periods beginning on or after 1 January 2019). The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group in future periods. IFRS 9 “Financial Instruments” will impact both the measurement and disclosures of financial instruments. IFRS 15 “Revenue from Contracts with Customers” – the Company is pre-revenue hence the adoption would have no impact on the reported results. Under IFRS 15 management expect gas revenue to be recognised at the point the gas is transferred to the customers control, for example delivery into the customer's pipeline. Adoption of IFRS 16 will result in the group recognising right of use of assets and lease liabilities for all contracts that are, or contain, a lease. For leases currently classified as operating leases, under current accounting requirements the group does not recognise related assets or liabilities, and instead spreads the lease payments on a straight-line basis over the lease term, disclosing in its annual financial statements the total commitment. Due to the fact that the Group currently only has short term (less than 12 months) operating leases, IFRS 16 will not have an impact on the results or balance sheet of the Group. Basis of consolidation The Company was incorporated on the 29th of January 2016. It acquired Coos Bay Energy, LLC on the 4th of October 2017. At the time of its acquisition by the Company, Coos Bay Energy, LLC consisted of Coos Bay Energy, LLC and its wholly owned US Group. It is the Directors’ opinion that the Company at the date of acquisition of Coos Bay Energy, LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition is outside on the IFRS 3 scope. More details on the judgement 30 Curzon Energy Plc Annual Report 2017 involved is disclosed in the section Basis of consolidation under Summary of critical accounting estimates and judgements on page 37. Where a party to an acquisition fails to satisfy the definition of a business, as defined by IFRS 3, management have decided to adopt a “merger accounting” method of consolidation as the most relevant method to be used. The Group consistently applies it to all similar transactions in the following way: - the acquired assets and liabilities are recorded at their existing carrying values rather than at fair value; - no goodwill is recorded; - all intra-group transactions, balances and unrealised gains and losses on transactions are eliminated from the beginning of the first comparative period or inception, whichever is earlier; - comparative periods are restated from the beginning of the earliest comparative period presented based on the assumption that the companies have always been together; - all the pre-acquisition accumulated losses of the legal acquire are assumed by the Group as if the companies have always been together; - all the share capital and membership capital contributions of all the companies included into the legal acquiree sub-group less the Company’s cost of investment into these companies are included into the merger reserve; and - the Company’s called up share capital is restated at the preceding reporting date to reflect the value of the new shares that would have been issued to acquire the merged company had the merger taken place at the first day of the comparative period. Where new shares have been issued during the current period that increased net assets (other than as consideration for the merger), these are recorded from their actual date of issue and are not included in the comparative statement of financial position. Going concern The Group financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The operations are currently being financed by funds raised from an equity placing completed on 4 October 2017 (the Equity Placing”) and proceeds from a $1,000,000 third-party credit facility that provides the Group up to $500,000 additional minimum funding (the “Credit Facility Minimum Funding”) and an additional $500,000 at the discretion of the lender. The Group believes that, based on current projected operational plans, the proceeds from the Equity Placement and the Credit Facility Minimum Funding are sufficient for the Group to implement its Phase 1 operational plans. The Group held cash balances of $1,720,475 as at 31 December 2017 and has funding plans in place for further capital to meet its planned activities. The Directors believe that the Group will be able to raise, as required, sufficient cash or reduce its commitments to enable it to continue its operations, including the pursuit of future exploration opportunities, and to continue to meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval of the Group financial statements. The Group financial statements have, therefore, been prepared on the going concern basis. Functional currency Functional and presentation currency The individual financial information of each Group entity is measured in the currency of the primary economic environment in which the entity operates (its functional currency). The Company’s functional currency is UK Pound Sterling (£). All other companies, belonging to the Curzon Group, have US Dollar as their functional currency. The Group financial statements are presented in US Dollars ($). Transactions and balances Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. 31 Curzon Energy Plc Annual Report 2017 Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss. On consolidation, the assets and liabilities of the Group’s Pound Sterling operations are translated into the Group’s presentational currency (US Dollar) at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates have fluctuated significantly during the year, in which case the exchange rate at the date of the transaction is used. All exchange differences arising, if any, are recognised as other comprehensive income and are transferred to the Group’s foreign currency translation reserve. Oil and gas exploration and evaluation expenditure All exploration and evaluation costs incurred or acquired on the acquisition of a subsidiary are accumulated in respect of each identifiable project area. These costs are classified as intangible assets and are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves (the “successful efforts’’ method). Other costs are written off unless commercial reserves have been established or the determination process has not been completed. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences the accumulated costs for the relevant area of interest are transferred from intangible assets to tangible assets as “Developed Oil and Gas Assets” and amortised over the life of the area according to the rate of depletion of the economically recoverable costs. The properties are currently unproved, and therefore capitalised costs are not amortised, but subject to impairment testing. In addition, as no properties have been classified as proved, development activities have not commenced. Impairment of oil and gas exploration and evaluation assets The carrying value of unevaluated areas is assessed when there has been an indication that impairment in value may have occurred. The impairment of unevaluated prospects is assessed based on the Directors’ intention with regard to future exploration and development of individual significant areas and the ability to obtain funds to finance such exploration and development. Decommissioning costs Where a material liability for the removal of production facilities and site restoration at the end of the field life exists, a provision for decommissioning is made. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An asset of an amount equivalent to the provision is also created and depreciated on a unit of production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision and the associated asset. As at each of 31 December 2016 and 31 December 2017, no provisions were deemed necessary. Impairment Impairment of financial assets All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period as to whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment. An impairment loss in respect of loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised 32 Curzon Energy Plc Annual Report 2017 impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. Impairment of non-financial assets The carrying values of assets, other than those to which IAS 36 “Impairment of Assets” does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow. An impairment loss is recognised in profit or loss immediately. When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Financial instruments Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments. Financial assets The Group classifies its financial assets as loans and receivables, cash and cash equivalents and restricted cash. Financial assets are derecognised when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. Loans and receivables These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise through the provision of goods or services (trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transactions costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using effective interest rate method, less provision for impairment. The Group’s loans and receivables financial assets comprise notes and other receivables. Cash and cash equivalents Cash and cash equivalents comprise cash in hand, bank balances, bank overdrafts, deposits with financial institutions and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Restricted cash Restricted cash are funds held as a collateral related to stand-by letters of credit related to the Group’s oil and gas properties. Such deposits are classified as non-current assets and are not classified as part of cash and cash equivalents as these deposits are not accessible by the Company for unrestricted use and are not accessible for more than 3 months. More details on the Group’s restricted cash are given in the note 11. 33 Curzon Energy Plc Financial liabilities Annual Report 2017 Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. All financial liabilities are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through the Statement of Comprehensive Income. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement. Loans and borrowings Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least twelve months after the reporting date, in which case they are presented as non- current liabilities. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. All borrowing costs are recognised in profit or loss in the period in which they are incurred. Equity instruments Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in Share Premium account as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for distribution. Warrants Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s consolidated balance sheets and no further adjustments to their valuation are made. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on 34 Curzon Energy Plc Annual Report 2017 the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate. Taxation Income tax for each reporting period comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group financial statements. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the Group’s interest in the net fair value of the acquired company’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax assets to be recovered. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity. Deferred tax arising from a business combination is included in the resulting goodwill or excess of the Group’s interest in the net fair value of the acquired company’s identifiable assets, liabilities and contingent liabilities over the business combination costs. 35 Curzon Energy Plc Leases Annual Report 2017 The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. The Group holds leases to approximately 45,370 acres of prospective coalbed methane lands in the Coos Bay Basin. The annual rental payments under these operating leases are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. The Group also leases equipment under operating leases where the annual rentals are recognised in a similar manner. There were no leases classified under the category of finance leases. Employee benefits Short-term benefits Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group. Post-employment benefits The Group does not currently make provision for post-employment benefits by way of pension plans or similar arrangements. Provisions, contingent liabilities and contingent assets Provisions are recognised when the Group has a present or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision. A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Group. The Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain. Share-based payment arrangements Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 17 to the Group financial statements. The fair vale determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Directors’ estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Where the conditions are non-vesting, the 36 Curzon Energy Plc Annual Report 2017 expense and equity reserve arising from share based payment transactions is recognised in full immediately on grant. At the end of each reporting period, the Directors revised their estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other reserves. Operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. The results of an operating segment are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Summary of critical accounting estimates and judgements The preparation of the Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the accounting policies, which are detailed above. These judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the Statement of Financial Position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The prime areas involving a higher degree of judgement or complexity, where assumptions and estimates are significant to the financial statements, are as follows: Going concern The Group financial statements have been prepared on a going concern basis as the Directors have assessed the Group’s ability to continue in operational existence for the foreseeable future. The operations are currently being financed by third party loans and funds raised from an equity placing completed on 4 October 2017. See Going Concern section on page 31 for more details. The Group is reliant on the continuing support from its shareholders and the expected support of future shareholders. The Group financial statements do not include the adjustments that would result if the Group were not to continue as a going concern. See Going Concern section on page 31 for more details. Basis of consolidation The Company was incorporated on the 29th of January 2016. It acquired Coos Bay Energy, LLC on the 4th of October 2017. At the time of its acquisition by the Company, Coos Bay Energy, LLC consisted of Coos Bay Energy, LLC and its wholly owned US Group. It is the Directors’ opinion that the Company at the date of acquisition of Coos Bay Energy, LLC did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition is outside on the IFRS 3 scope. 37 Curzon Energy Plc Annual Report 2017 Summary of critical accounting estimates and judgements continued Coos Bay Energy, LLC was incorporated on 2 September 2016. It acquired Westport Energy Acquisition, Inc. on 4 November 2016. Westport Energy Acquisition, Inc. was a sole owner of the US Group. More details on the US Group composition are given in the note 1. It is the Directors’ opinion that Coos Bay Energy, LLC at the date of acquisition of Westport Energy Acquisition, Inc. did not meet the definition of a business as defined by IFRS 3 and therefore the acquisition is outside on the IFRS 3 scope. There is no other specific guidance on this topic elsewhere in IFRS. Management therefore needs to use judgement to develop an accounting policy that provides relevant and reliable information and apply it consistently to all similar transactions. The management has decided that a “merger accounting” method would be the most relevant method to be used for the two acquisitions described above. It involves accounting for the post-acquisition entities in the Group as if the companies have always been together. Details of how the Group has applied the method are given in the section Basis of consolidation in the Accounting policies above. The results and cash flows of all the combining entities were brought into the financial statements of the combined entity from the beginning of the financial year in which the combination occurred, adjusted so as to achieve uniformity of accounting policies. The comparative information was restated by including the total comprehensive income for all the combining entities for the previous reporting period and their statement of financial position for the previous reporting date, adjusted as necessary to achieve uniformity of accounting policies. The Company’s called up share capital was restated at 1 January 2016 to reflect the nominal value of the 2 incorporation shares and the new 40,000,000 shares that would have been issued to acquire the merged Coos Bay sub-group had the merger taken place on that date. The total amount of share capital recognised by the Company on 1 January 2016 was $530,803. Also, on 1 January 2016 the Group has recognised the US Group’s accumulated losses in full in the amount of $26,948,973. On consolidation, the Company has recognised the merger reserve in the amount of $25,545,285, which was calculated as a difference between the sum of the US Group share capital and additional capital of $26,076,085 and the cost of investment deemed to have been made by Curzon into Coos Bay’s shares in the amount of $530,800. At 31 December 2017 and 31 December 2016 the group results include the results of Curzon Energy Plc, Coos Bay Energy, LLC, Westport Energy Acquisitions, Inc. and Westport Energy, LLC. Impairment of capitalised exploration and evaluation expenditure Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest the carrying value may exceed its recoverable amount. During the year ended 31 December 2016, there was sufficient data available to indicate that, although the development of the remaining wells is expected to proceed, the previous carrying value of exploration and evaluation assets were unlikely to be recovered in full from successful development or sales. Therefore, the Directors deemed that an impairment of $2,158,000 was necessary as described in note 9. No impairment was made for the year ended 31 December 2017. As at 31 December 2017 the carrying value of the exploration and evaluation assets was US$2,559,000. Valuation of share options and warrants The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options is determined using the Black-Scholes model. The model has its strengths and weaknesses and requires six inputs as a minimum: 1. The share price; 2. The exercise price; 3. The risk free rate of return; 4. The expected dividends or dividend yield; 5. The life of the option; and 6. The volatility of the expected return. The first three inputs are normally, but not always, straightforward. The last three involve greater judgement and have the greatest impact on the fair value. More details on how the volatility was determined in the absence of the historical trading date are given in the note 17. 38 Curzon Energy Plc 3. Segmental analysis Annual Report 2017 IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (which takes the form of the Directors) as defined in IFRS 8 “Operating Segments”, in order to allocate resources to the segment and to assess its performance. The Group’s business involves exploring for hydrocarbon liquids and gas. As at each of 31 December 2016 and 31 December 2017, the Directors consider there is one reportable operating segment Accordingly, an analysis of segment profit or loss, segment assets, segment liabilities and other material items has not been presented. The Group operates in one geographic area, being the USA. All intangible assets and operating assets and liabilities are located in the USA. The Group has not yet commenced production and therefore has no revenue. 4. Loss for the year before taxation Loss before tax is stated after charging / (crediting): Impairment of exploration and evaluation expenditure Auditor’s remuneration: - - fees payable to the Company’s auditor for the audit of the consolidated and Company financial statements fees payable to the Company’s auditor for other services: corporate finance services Directors’ remuneration Share-based payments Foreign currency translation loss/(gain) Operating lease rentals: - property - mineral rights 2017 US$ 2016 US$ - 2,158,000 58,000 51,222 148,223 473,163 111,367 36,794 2,939 38,972 - 418,000 - (62,878) 1,462 8,213 5. Directors and staff There were no staff employed by the Group during the two years ended 31 December 2017. Remuneration of key management personnel Directors’ emoluments and benefits as follows: Consultancy fees Total remuneration of key management 2017 US$ 2016 US$ 473,163 473,163 418,000 418,000 The directors’ emoluments are paid from Coos Bay Energy LLC and the Company. In 2017 Stephen Schoepfer received $182,000 (2016: US$175,457) of which US$38,750 (2016: US$nil) 39 Curzon Energy Plc Annual Report 2017 was paid to him through his service company 4 Sea-Sons LLC. In the 2017 Thomas Wagenhofer was paid all his fees of US$93,052 (2016: US$47,171) through his service company Gate Energy Limited. In 2017 Thomas Mazzarisi was paid all if his fees of US$182,000 (2016: US$195,372) through his service company M10 Ventures LLC. 6. Finance expense (net) Foreign exchange loss/(gain) Other interest received Other interest paid Promissory notes 7. Taxation 2017 US$ 2016 US$ 36,794 (62,878) (125) 16,138 49,481 102,288 (891) - 345,245 281,476 The Group has made no provision for taxation as it has not yet generated any taxable income. A reconciliation of income tax expense applicable to the loss before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group is as follows: Loss before tax UK corporation tax credit at 19.25% (2016: 20%) Effect of non-deductible expense Differences in overseas tax rates Effect of tax benefit of losses carried forward Current tax (credit) 2017 US$ 2016 US$ (1,833,381) (3,535,466) (352,926) (707,093) 21,438 - (120,048) (628,130) 451,535 1,335,223 - - As at 31 December 2017, the tax effects of temporary timing differences giving rise to deferred tax assets was US$812,000 (2016: US$1,812,000). A deferred tax asset in respect of these losses and temporary differences has not been established as the Group has not yet generated any revenues and the Directors have therefore assessed the likelihood of future profits being available to offset such deferred tax assets to be uncertain. 8. Pro forma basic and diluted loss per share The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue. Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares. 40 Curzon Energy Plc Annual Report 2017 The acquisition of Coos Bay Energy, LLC by Curzon Energy Plc was not within the scope of the IFRS 3 due to Curzon Energy Plc not meeting the definition of a business. This acquisition was accounted using the principles of merger accounting as described in the accounting policy in note 2. The weighted average number of shares for the purposes of loss per share calculation for reporting and comparative years were adjusted as described below. During the year ended 31 December 2017, 40,000,000 shares in Curzon Energy Plc were issued to Coos Bay Energy, LLC previous owners as a consideration for the acquisition of Coos Bay Energy, LLC. These new shares were included into the weighted average number for shares calculation as if they were in issue from the first day of the first period presented in these financial statements, 1 January 2016. The 2 ordinary shares, that were issued by Curzon on incorporation, have also been included into the calculation as if they were in issue since 1 January 2016. The new shares have been issued during the current and comparative periods that increased net assets (other than as consideration for the Coos Bay acquisition, which was accounted for using the principles of merger accounting). Such shares were included into the weighted average number of shares calculation recorded from their actual date of issue and were not included in the comparative weighted average number of shares. The following reflects the loss and share data used in the basic and diluted loss per share computations: Loss after tax (US$) Weighted average number of ordinary shares of £0.01 in issue Effect of dilutive options and warrants Weighted average number of ordinary shares of £0.01 in issue inclusive of outstanding dilutive options and warrants Loss per share - basic and fully diluted (US$) 2017 2016 (1,833,381) (3,535,466) 54,095,138 44,333,077 - - 54,095,138 44,333,077 0.03 0.08 Options and warrants with all conditions met at the end of each respective period: Share options granted to employees - fully vested at the end of the respective period Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period Total instruments fully vested 2017 Number 2016 Number 421,152 3,630,200 4,051,352 - - - At 31 December 2017, the effect was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation. Options and warrants with conditions not met at the end of the period, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented: 2017 Number 2016 Number Share options granted to employees - not vested at the end of the respective period Warrants given to shareholders as a part of placing equity instruments – conditions not all met Total options and warrants with conditions not all met 4,212,552 - 4,212,552 - - - 41 Curzon Energy Plc Total number of instruments (vested and not vested) in issue not included into the fully diluted EPS calculation 9. Intangible assets Exploration and evaluation expenditure Cost: Annual Report 2017 8,263,904 - 2017 US$ 2016 US$ At the beginning and end of year 24,141,000 24,141,000 Impairment provision: At the beginning of the year Provision for the year At end of the year Net Book Value (21,582,000) (19,424,000) - (2,158,000) (21,582,000) (21,582,000) 2,559,000 2,559,000 The oil and gas properties are currently unproven and ongoing exploration activities are planned and will require additional significant expenditures. These exploration activities include formation stimulation and production testing of existing wells drilled in the Coos Bay project. As the first phase of exploration and development activities on the Coos Bay Project’s unproved properties are still in progress, an assessment will be made upon completion of that phase as to whether a reclassification of a portion of the unproved reserves to proven reserves should be made. Once properties have been classified as proven, they are transferred from intangible assets to tangible assets as “Developed Oil and Gas Assets” and amortised over the life of the area according to the rate of depletion of the economically recoverable costs. Impairment In accordance with IFRS 6 “Exploration and Evaluation of Mineral Resources”, the Directors have assessed whether any indication of impairment exists in respect of these intangible assets as follows: In the period up to 31 December 2012, impairment losses totalling $19,424,000 were made. During the year ended 31 December 2016, the carrying amount of the Coos Bay Property was assessed to be greater than the fair value of the remaining wells and a further impairment loss of $2,158,000 was recorded. The fair value was independently valued based upon a discounted cash flow using the Directors’ estimates, which are considered level 3 inputs. The impairment was recognised immediately in the statement of comprehensive income. In assessing the fair value of the assets, the key inputs were considered to be the discount rate of 10%, which is considered to be an industry standard rate for appraising such assets, and the gas price. For the gas price the 2016 average Oregon price of $4.39/mcf was used. If this price varied by $0.10/mcf the impact on the impairment would have been approximately $650,000. During the year ended 31 December 2017 the fair value exceeded the carrying value of the property and no impairment was recorded. The fair value of the property was independently valued based upon a discounted cash flow using management’s estimates, which are considered level 3 inputs. the key inputs were a discount rate of 10%, and a gas price of $4.36/mcf being the 2017 average Oregon gas price. Environmental matters The Group has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The Directors monitor these laws and regulations and periodically assesses the propriety of its operational 42 Curzon Energy Plc Annual Report 2017 and accounting policies related to environmental issues. The nature of the Group’s business requires routine day-to-day compliance with environmental laws and regulations. The Group has incurred no material environmental investigation, compliance or remediation costs for each of the years ended 31 December 2016, and 31 December 2017. The Directors are unable to predict whether the Group’s future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations relating to environmental protection will not materially affect the results of operations of the Group. 10. Subsidiary Undertakings The Group has the following subsidiary undertakings: Name Country of incorporation Coos Bay Energy, LLC Westport Energy Acquisitions, Inc. Westport Energy, LLC USA USA USD Issued capital Membership interests Shares Membership interests Proportion held by Group 100% 100% Activity Holding company Holding company 100% Oil and gas exploration All the above subsidiaries have same registered office with address 1001 SW 5th Avenue, Suite 1100, Portland, OR 97204, USA. 11. Restricted cash Restricted cash includes funds held as a collateral to support stand-by letters of credit related to the Group’s oil and gas properties. The letters of credit secure the Group’s reclamation obligations under the leases and state law. The cash can be taken by Umpqua Bank in the event the letters of credit are drawn on by the State of Oregon, Department of Geology & Mineral Industries (DOGAMI). The cash is held in the form of a Certificate of Deposit. 12. Prepayments and other receivables VAT recoverable Other debtors 2017 US$ 2016 US$ 114,260 34,356 148,616 - - - The fair value of receivables and deposits approximates their carrying amount, as the impact of discounting is not significant. The receivables are not impaired and are not past due. 13. Cash and cash equivalents For the purpose of the statements of financial position, cash and cash equivalents comprise the following: Cash in hand and at bank 2017 US$ 1,595,035 1,595,035 2016 US$ 370,722 370,722 43 Curzon Energy Plc 14. Trade and other payables Trade and other payables Accruals 15. Borrowings Annual Report 2017 2017 US$ 2016 US$ 385,840 581,842 77,573 - 463,413 581,842 During the year ended 31 December 2017, the Coos Bay issued two short term promissory notes totalling US$250,000. A promissory note for £300,000 was issued by Coos Bay on 29 December 2016. Details of the notes are disclosed in the table below: Origination date Contractual settlement date Note value in original currency Note value, US$ Annual interest rate Security Cuart Investments PCC, Ltd. YA Global Jonathan Gellis 29 Dec 2016 18 Apr 2017 extended to 31 Dec 2018 31 Dec 2018 1 Sep 2017 31 Dec 2018 £300,000 $404,730 12% unsecured $150,000 $100,000 $150,000 $100,000 10% 15% unsecured unsecured No interim payments are required under the promissory notes, as the payment terms require the original principal amount of each note, and all accrued interest thereon, to be paid in single lump payments on the respective contractual settlement dates. On the acquisition of Coos Bay by Curzon, all three notes were transferred to Curzon from Coos Bay as a part of the purchase consideration. Immediately after the acquisition, one of the notes of US$150,000, issued to YA Global, was discharged by conversion into 1,200,000 share in Curzon. At 1 January Received during the year Interest accrued during the year Exchange rate differences Discharged during the year by issue of shares in Curzon At 31 December 2017 US$ 363,829 250,000 57,725 66,285 (159,240) 2016 US$ - 363,707 122 - - 578,599 363,829 Reconciliation of liabilities arising from financing activities 31 Dec 2016 Cash flows Non cash flow Forex movement Non cash flow Conversion Non cash flow Interest accrued 31 Dec 2017 Cuart Investments PCC, Ltd. YA Global Jonathan Gellis 363,829 - - - 150,000 100,000 63,949 2,336 - - 45,889 473,667 (159,240) - 6,904 4,932 - 104,932 44 Curzon Energy Plc Annual Report 2017 Total liabilities from financing activities 363,829 250,000 66,285 (159,240) 57,725 578,599 16. Share capital Authorised share capital As permitted by the Companies Act 2006, the Company does not have an authorised share capital. Issued equity share capital 2017 2016 Number US$ Number US$ - - 81,297 109,125 72,594,700 964,575 8,129,700 109,125 - - 40,000,000 530,800 Issued and fully paid Ordinary share of £1 each (before share split on 28 May 2017) Ordinary shares of £0.01 each (after share split on 28 May 2017) Ordinary shares of £0.01 each deemed to have been issued on 1 Jan 2016 as a consideration for the acquisition of Coos Bay Total ordinary shares of £0.01 each 72,594,700 964,575 48,128,700 639,925 The Company has one class of Ordinary shares which carry no right to fixed income. At Incorporation date 29 January 2016 Issue of shares (Ordinary shares of £1 each) (a-h) At 31 December 2016 Share split (i) Issue of shares (j) Issue of shares (k) Issue of shares (l) At 31 December 2017 (a) Issue of shares Number 2 81,295 81,297 Ordinary shares of £0.01 each, number 8,129,700 1,200,000 40,000,000 23,265,000 72,594,700 On 29 January 2016, the Company was incorporated and on incorporation, the issued share capital of the Company was £2, comprising 2 Ordinary shares of £1.00 each. (b) Issue of shares On 8 February 2016, the Company allotted and issued 6,375 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. 45 Curzon Energy Plc (c) Issue of shares Annual Report 2017 On 12 February 2016, the Company allotted and issued 6,250 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. (d) Issue of shares On 23 March 2016, the Company allotted and issued 11,250 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. (e) Issue of shares On 11 July 2016, the Company allotted and issued 35,545 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. (f) Issue of shares On 12 September 2016, the Company allotted and issued 12,500 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. (g) Issue of shares On 19 September 2016, the Company allotted and issued 9,375 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. (h) Issue of shares On 12 September 2016, the Company allotted and issued 12,500 Ordinary shares of £1.00 each for a subscription price of £8.00 per Ordinary share. (i) Share split On 28 May 2017, the Company subdivided each Ordinary share of £1 each into 100 Ordinary shares of £0.01 each. Following the subdivision, the aggregate number of Ordinary shares in issue was 8,129,700. (j) Issue of shares On 26 September 2017, the Company allotted and issued 1,200,000 Ordinary shares of £0.01 each in full satisfaction of all amounts owed under its US$150,000 short-term promissory note with YA Global. The 1,200,000 Ordinary shares are subject to a one-year lock-in agreement. (k) Issue of shares On 3 October 2017, the Company allotted and issued 40,000,000 Ordinary shares of £0.01 each for a subscription price of £0.10 per Ordinary share. (l) Issue of shares On 4 October 2017, the Company allotted and issued 23,265,000 Ordinary shares of £0.01 each for a subscription price of £0.10 per Ordinary share. The ordinary shares carry the right to one vote per share at general meetings of the company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up. 46 Curzon Energy Plc Annual Report 2017 17. Share Based Payments Employee share options The Company established employee share option plans to enable the issue of options as part of the remuneration of key management personnel and Directors to enable them to purchase Ordinary shares in the Company. Under IFRS 2 “Share-based Payments”, the Company determines the fair value of the options issued to Directors and employees as remuneration and recognises the amount as an expense in the statement of income with a corresponding increase in equity. At 31 December 2017, the Company had outstanding options to subscribe for Ordinary shares as follows: Option exercise price £0.10 £0.15 £0.10 £0.30 £0.15 £0.30 Total granted during the year Number of options granted 421,152 421,152 1,123,416 421,152 1,123,416 1,123,416 4,633,704 Vesting date Expiry date 4 Oct 2017 4 Apr 2018 4 Oct 2018 4 Oct 2018 4 Oct 2019 4 Oct 2020 4 Oct 2022 4 Oct 2022 4 Oct 2022 4 Oct 2022 4 Oct 2022 4 Oct 2022 Fair value of individual option £0.074 £0.067 £0.074 £0.055 £0.067 £0.055 2017 2016 Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period Number of options - 4,633,704 - - Lapsed during the period Outstanding at the end of the period Vested and exercisable at the end of the period - 4,633,704 421,152 Weighted average exercise price £ - 0.18 - - - 0.18 0.10 Weighted average exercise price £ - Number of options - - - - - - - - - - - - - During the financial year 4,633,704 options were granted subject to the Company’s admission, at an exercise price ranging from £0.1 to £0.3. The grant date was the date of Admission, 4 October 2017 and they expire on the 4th of October 2022. Each Option is conditional upon the relevant Director being a director of the Company on the date of vesting. The weighted average fair value of each option granted during the year was £0.065 (2016: nil). The exercise price of options outstanding at 31 December 2017 ranged between £0.1 and £0.30 (2016: nil). Their weighted average remaining contractual life was 4.76 years (2016: nil years). The weighted average share price (at the date of exercise) of options exercised during the year was nil (2016: nil) as no options were exercised. 47 Curzon Energy Plc Annual Report 2017 The following information is relevant in the determination of the fair value of the options granted during the year under equity-settled share-based remuneration schemes: Option pricing model used Weighted average share price at grant date, £ Weighted average contractual life, years Expected volatility,% Expected dividend growth rate,% Risk-free interest rate (5 year bond),% Granted on 4 October 2017 Black-Scholes 0.105 5.00 90.91 0 0.802 Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant. Volatility number above was estimated based on the range of 5 year month end volatilities of 10 similar size AIM listed companies operating in Oil and Gas sector. Share-based remuneration expense related to the share options granted during the reporting period is included in the administration expenses line in the consolidated income statement in the amount of $111,367 (2016: US$nil). Warrants During the year ended 31 December 2017 the Company issued the following warrants to subscribe for shares: Warrant exercise price £0.10 £0.125 £0.15 Total granted during the year Number of warrants granted 130,200 1,500,000 2,000,000 3,630,200 All warrants granted vested on 4 October 2017. Vesting date Expiry date Fair value of individual option 4 Oct 2017 4 Oct 2017 4 Oct 2017 4 Oct 2020 4 Oct 2020 4 Oct 2018 £0.061 £0.056 £0.026 The weighted average fair value of each warrant granted during the year was £0.04 (2016: nil). The exercise price of options outstanding at 31 December 2017 ranged between £0.1 and £0.15 (2016: nil). Their weighted average remaining contractual life was 1.65 years (2016: nil years). The weighted average share price (at the date of exercise) of options exercised during the year was nil (2016: nil) as no warrants were exercised. 48 Curzon Energy Plc Annual Report 2017 The following information is relevant in the determination of the fair value of the warrants granted during the year: Warrant pricing model used Weighted average share price at grant date, £ Weighted average contractual life, years Expected volatility,% Expected dividend growth rate,% Risk-free interest rate (5 year bond),% Granted on 4 October 2017 Black-Scholes 0.105 1 - 3 90.91 0 0.802 Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant. Volatility number above was estimated based on the range of 5 year month end volatilities of 10 similar size AIM listed companies operating in Oil and Gas sector. The aggregate fair value related to the share warrants granted during the reporting period has been allocated to share premium as share issue cost in the amount of US$191,011 (2016: US$nil). 18. Reserves Share premium The share premium account represents the excess of consideration received for shares issued above their nominal value net of transaction costs. Foreign currency translation reserve The translation reserve represents the exchange gains and losses that have arisen from the retranslation of overseas operations. Retained earnings Retained earnings represent the cumulative profit and loss net of distributions to owners. Warrants reserve The warrants reserve represents the cumulative fair value of the warrants, granted to the investors together with placement shares, still outstanding and not exercised. Share-based payment reserve The share-based payment reserve represents the cumulative charge for options granted, still outstanding and not exercised. Merger reserve The merger reserve represents the cumulative share capital and membership capital contributions of all the companies included into the legal acquire sub-group less cost of investments into these legal acqirees. 19. Financial instruments – risk management General objectives, policies and processes The overall objective of the Directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below. The Directors review the Group’s monthly reports through which they assess the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. 49 Curzon Energy Plc Categories of financial assets and liabilities Annual Report 2017 The Group’s activities are exposed to a variety of market risk (including interest rate and currency risk) and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: • • • • trade and other receivables; cash and cash equivalents; trade and other payables; and borrowings. Trade and other receivables are initially measured at fair value and subsequently carried at amortised cost. Book values and expected cash flows are reviewed by the Directors and any impairment charged to the consolidated statement of comprehensive income in the relevant period. The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short-term maturity of the financial instruments. The Group had no financial assets or liabilities carried at fair values at the end of each reporting date. A summary of the financial instruments held by category is provided below: Financial assets Cash and cash equivalents Other receivables Restricted cash Financial liabilities Trade payables Short-term borrowings Credit risk 2017 US$ 2016 US$ 1,595,035 370,772 148,616 125,440 - 125,315 385,840 578,599 581,842 363,829 The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from notes and other receivables. The Directors manage the Group’s exposure to credit risk by the application of monitoring procedures on an ongoing basis. For other financial assets (including cash and bank balances), the Directors minimise credit risk by dealing exclusively with high credit rating counterparties. Credit risk concentration profile The Group’s receivables do not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Directors define major credit risk as exposure to a concentration exceeding 10% of a total class of such asset. Exposure to credit risk As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of each reporting period. 50 Curzon Energy Plc Market risk - interest rate risk Annual Report 2017 The Group’s interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk, which is partially offset by cash held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Directors’ policy is to maintain a majority of the Group’s borrowings in fixed rate instruments. The Directors have analysed the Group’s interest rate exposure on a dynamic basis. This takes into consideration refinancing, renewal of existing positions and alternative financing. Based on these considerations, the Directors believe the Group’s exposure to cash flow and fair value interest rate risk is not significant. Market risk - currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group’s measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the UK Pound Sterling (£). The Directors monitor the exchange rate fluctuations on a continuous basis and acts accordingly. The following sensitivity analysis shows the effects on loss before tax of 10% increase/decrease in the exchange rates of the US$ versus closing exchange rates of UK Pound Sterling as at 31 December 2017: Loss per tax Liquidity risk +10% US$ -10% US$ Increase in loss by US$90,536 Decrease in loss by US$90,536 The Group currently holds cash balances to provide funding for normal trading activity. Trade and other payables are monitored as part of normal management routine. Capital management The Group defines capital as the total equity of the Group. The Directors’ objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. To meet these objectives, the Directors review the budgets and projections on a regular basis to ensure there is sufficient capital to meet the needs of the Group through to profitability and positive cash flow. The capital structure of the Group consists of shareholders’ equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources and borrowings. Whilst the Group does not currently have distributable profits, it is part of the capital strategy to provide returns for shareholders and benefits for members in the future. Capital for further development of the Group’s activities will, where possible, be achieved by share issues or other finance as appropriate. In order to maintain or adjust the capital structure, the Directors may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. It also ensures that distributions to shareholders do not exceed working capital requirements. The Group has no external debt finance and is not subject to any external capital requirements. 51 Curzon Energy Plc Fair value hierarchy Annual Report 2017 All the financial assets and financial liabilities recognised in the Group financial statements are shown at the carrying value, which also approximates the fair values of those financial instruments. Therefore, no separate disclosure for fair value hierarchy is required. 20. Operating lease commitments All the Group’s leases are short-term leases, which are month-to-month obligations (i.e., UK virtual office, US virtual office and US storage operating leases). There are no future minimum lease payments under non-cancellable operating leases to disclose. 21. Related party transactions Balances and transactions between the Company and its subsidiaries, Coos Bay Energy LLC, Westport Energy Acquisition, Inc., and Westport Energy LLC are eliminated on consolidation and are not disclosed in this note. Balances and transactions between the Group and other related parties are disclosed below. Third party promissory notes During the year ended 31 December 2017, US$150,000 of promissory notes issued to YA Global Investments, a shareholder of the Company, were discharged by way of the issue of 1,200,000 shares in the Company see note 15 for further information. During the year ended 31 December 2017, Cuart Investments PCC Limited (‘Cuart’) who are holders of US$404,730 of promissory notes were issued with 1,500,000 warrants with an exercise price of US$0.169 (£0.125) On 04 October 2017, Cuart transferred its entire interest in the promissory note to Barry Liben but retained the above-referenced warrant see notes 15 and 17 for further information Remuneration of Directors The remuneration of the senior Executive Management Committee members, who are the key management personnel of the Group, is set out in aggregate for each of the categories specified in IAS 24 “Related Party Disclosures” in note 5. 52 Curzon Energy Plc Company statement of financial position as at 31 December 2017 Assets Non-current assets Investments in subsidiaries Amounts receivable from subsidiary undertakings Total non-current assets Current assets Trade and other receivables Cash and cash equivalents Total current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings Total liabilities Capital and reserves attributable to shareholders Share capital Share premium Merger relief reserve Warrants reserve Share-based payments reserve Accumulated losses brought forward Loss for the year Total capital and reserves Total equity and liabilities Annual Report 2017 Note 2017 £ 2016 £ 27 28 29 30 31 32 32 3,733,699 1,103,855 4,837,554 87,867 755,104 842,971 5,680,525 - 437,427 437,427 - 10,715 10,715 448,142 87,314 428,877 516,191 91,456 - 91,456 725,947 2,404,000 2,800,000 143,942 86,405 (293,676) (702,428) 5,164,334 5,680,525 81,297 569,065 - - - - (293,676) 356,686 448,142 The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2018 and are signed on its behalf by: Thomas Mazzarisi Director The notes to the Company statement of financial position form part of these financial statements. 53 Curzon Energy Plc Company statement of changes in equity Annual Report 2017 Share capital £ Share Premium £ Merger relief reserve £ Share- based payments reserve £ Share warrants reserve £ Accumulated loss £ Equity as at Incorporation date 29 January 2016 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Issue of shares Costs associated with issue of shares Equity-settled share-based payments Equity as at 31 December 2016 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Issue of shares Share issue and fundraising costs Issue of share warrants Issue of share options Acquisition of Coos Bay Equity as at 31 December 2017 2 - - - - - - - 81,295 569,065 - - - - 81,297 569,065 - - - - - - 644,650 2,201,850 - - - - (222,829) (143,942) - - - - - - - - - - - - - - - - - 2,800,000 - - - - - - - - - - - - - - 86,405 - - - - - - - - - - - - - - 143,942 - - Total £ 2 - (293,676) (293,676) - - (293,676) (293,676) - - - 650,360 - - (293,676) 356,686 (702,428) (702,428) - - (702,428) (702,428) - - - - - 2,846,500 (222,829) - 86,405 2,800,000 725,947 2,404,144 2,800,000 86,405 143,942 (996,104) 5,164,334 54 Curzon Energy Plc Company statement of cash flows for the year ended 31 December 2017 Cash flow from operating activities Loss before taxation Adjustments for: Finance expense Finance income Share-based payments charge Unrealised foreign exchange movements Operating cashflows before working capital changes Changes in working capital: (Decrease)/increase in payables Decrease/(increase) in receivables Net cash used in operating activities Financing activities Issue of ordinary shares Cost of share issue Finance costs Amounts due from subsidiaries Net cash flow from financing activities Annual Report 2017 Notes 2017 £ 29 Jan – 31 Dec 2016 £ (702,428) (293,676) 12,522 (36,611) 86,405 2,656 (637,456) (4,142) (87,867) (729,465) (21,423) - - - (315,099) 91,456 - (223,643) 2,326,500 (222,829) - (629,817) 1,473,854 650,362 - - (416,004) 234,358 Net increase in cash and cash equivalents in the period Cash and cash equivalents at the beginning of the period 744,389 10,715 10,715 - Cash and cash equivalents at the end of the period 755,104 10,715 55 Curzon Energy Plc Notes to the Company financial statements 22. Significant accounting policies Annual Report 2017 The separate financial statements of the Company are presented as required by the Companies Act 2016 (“the Act”). As permitted by the Act, the separate financial statements have been prepared in accordance with International Financial Reporting Standards. The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are the same as those set out in note 2 to the consolidated financial statements except as noted below. Company statement of comprehensive income As permitted by Section 408 Companies Act 2006, the Company has not presented its own income statement or statement of comprehensive income. The Company’s loss for the financial year was £702,428 (2016: £293,676). The Company’s other comprehensive loss for the financial year was £702,428 (2016: £293,676). Investments in subsidiaries Available-for-sale investments, including investments in subsidiaries, are stated at cost and reviewed for impairment, if there are any indications that the carrying value may not be recoverable. 23. Critical accounting judgements and key sources of estimation uncertainty The Company’s finacial statements, and in particular its investments in and receivables from subsidiaries, are affected by the critical accountin judgements and key sources of estimation uncertainty in respect of the recoverability of exploration and evaluation assets which are described in note 2 to the consolidated financial statements. Recoverability of investment in subsidiaries and amounts due from subsidiaries Where the majority of the assets of subsidiary undertakings are exploration and evaluation assets, determining whether an investment in and loan to a subsidiary is impaired requires an assessment of whether there are any indicators of impairment, of these underlying exploration and evaluation assets. If there is any indication of potential impairment, an impairment test is required based on value in use of the asset. This assessment involves judgement as to: (i) the likely future commerciality of each cost pool of assets; (ii) when such commerciality should be determined, and (iii) the potential future revenues and value in use. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. 24. Auditor’s remuneration The auditor’s remuneration for audit and other services is disclosed in note 4 to the consolidated financial statements. 25. Directors and staff There were no staff employed by the Company during the two years ended 31 December 2017. Key management remuneration is disclosed in note 5 to the consolidated financial statements. 26. Administrative expenses 2017 £ 2016 £ 56 Curzon Energy Plc Annual Report 2017 Costs in connection with the Acquisition and Admission - 315,052 Share based payments Professional and consultancy fees General administrative expenses Total 27. Investments Investment in subsidiaries Costs at beginning of the year Additions Total 86,405 452,781 136,978 676,164 - - 32 315,084 2017 £ - 3,733,699 3,733,699 2016 £ - - - The Company’s subsidiaries are disclosed in note 10 to the consolidated financial statements. 28. Receivables from subsidiaires As at 31 December 2017, amounts receivable from the subsidiaries were £1,103,855 (2016: £437,427). The carrying amount of these assets are their fair value. Please also see note 33 57 Curzon Energy Plc 29. Current assets Prepayments and other receivables VAT recoverable Other debtors Annual Report 2017 2017 £ 84,693 3,174 87,867 2016 £ - - - The fair value of receivables and deposits approximates their carrying amount, as the impact of discounting is not significant. The receivables are not impaired and are not past due. Cash and cash equivalents For the purpose of the statements of cash flows, cash and cash equivalents comprise the following: Cash in hand and at bank 30. Current liabilities Trade and other payables Trade and other payables Accruals 31. Borrowings 2017 £ 755,104 2016 £ 10,715 2017 £ 29,814 57,500 87,314 2016 £ 91,456 - 91,456 As at 31 December 2017, the Company had an outstanding promissory note of £428,877 (2016: nil), refer note 15. 32. Share capital The movements on this item are disclosed in note 16 to the consoldiated financial statements. 33. Related party transactions Group companies 2017 £ 2016 £ 1,103,855 1,103,855 437,427 437,427 The Group (comprising Coos Bay Energy LLC and its directly and indirectly wholly-owned subsidiaries Westport Energy Acquisition, Inc. Westport Energy LLC ) is a related party through common control. 58 Curzon Energy Plc Annual Report 2017 During the period ended 31 December 2017, the maximum amount owed by the Group to the Company was £1,138,435. The related party loans are unsecured and are repayable on December 31, 2018. Interest is receivable at a rate of 9%. At 31 December 2017 £58,034 was accrued and included in the above balance. 34. Financial instruments – risk management The Company’s strategy and financial risk management objectives are described in note 19. Principal financial instruments The principal financial instruments used by the Company from which risk arises are as follows: Financial assets Cash and cash equivalents Other receivables Loans due from subsidiaries Financial liabilities Trade payables Short-term borrowings 2017 £ 2016 £ 755,104 87,867 10,715 - 1,103,855 437,427 29,814 428,877 91,456 - Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. In addition to the risks described in note 19 , which affect the Group, the Company is also subject to credit risk on the balances receivable from subsidiaries, see note 28. 35. Events after the reporting period There were no events to disclose after the reporting period 36. Ulitmate controlling party As at 31 December 2017, the Company did not have an ultimate controlling party. 59
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