Registered Company Number: 09976843
Curzon Energy Plc
Annual Report and Financial Statements
for the year ended 31 December 2022
Curzon Energy Plc
Annual Report 2022
Contents
Page Number
Company Information
(i)
Chairman’s Statement
1
Strategic Report
3
Directors’ Report
6
Remuneration Report
12
Statement of Directors’ Responsibilities in Respect of the Strategic Report, the
Directors’ Report and the Financial Statements
15
Independent Auditors’ Report to the Members of Curzon Energy Plc
16
Consolidated Statement of Comprehensive Income
21
Consolidated Statement of Financial Position
22
Consolidated Statement of Changes in Equity
23
Consolidated Statement of Cash Flows
25
Notes to the Consolidated Financial Statements
26
Company Statement of Financial Position
51
Company Statement of Changes in Equity
52
Company Statement of Cash Flows
53
Notes to the Company Financial Statements
54
Curzon Energy Plc
Annual Report 2022
Company Information
Directors
John McGoldrick
Chairman and Non-Executive Director
Scott Kaintz
Executive Director
Owen May
Non-Executive Director
Company Secretary
Sam Quinn
Registered Company Number
09976843
Website
www.curzonenergy.com
Registered Address
Salisbury House
London Wall
London
EC2M 5PS
Independent Auditors
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Company’s Solicitors
Hill Dickenson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
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
Curzon Energy Plc
Annual Report 2022
1
Chairman’s Statement
I am pleased to present the annual report for Curzon Energy Plc (the “Company”), covering its results
for the year to 31 December 2022.
Period in Review
During the course of 2022, the Company focused its efforts on completing a potential reverse
takeover transaction (“RTO”) with Poseidon Plastics Ltd (“PPL” or “Poseidon”), developer of an
integrated process, based on its patented technology platform, to convert currently unrecyclable
PET waste, into high value, enhanced recycled PET resin (‘’erPET’’). Formal exclusivity with PET lapsed
in September 2022.
Activities at Coos Bay were relatively minimal during the course of the year, with the project
remaining on care and maintenance. The Company visited the site during the year and continued
discussions regarding formal extensions of the project leases with the two main leaseholders, as well
as a potential farm-out or sale of the project in light of higher natural gas demand and prices.
Results
For the period ended 31 December 2022, the Group incurred a loss of US$467,793 (2021: loss of
US$821,344). The majority of this loss comprised expenditures on RTO due diligence, administrative
expenses and required listing and regulatory overheads. Overall administrative expenses fell during
the period at US$509,358 in 2022 (2021: US$569,865) and finance expenses rose slightly to US$191,735
(2021: US$165,598) reflecting the ongoing costs of funding the business during this due diligence
phase.
Outlook
While the delays associated with the proposed PET RTO were material and frustrating to all
stakeholders, the Company has now formally exited this transaction. Subsequently, the Company
executed a Letter of Intent on 19 April 2023 with Technology Metals Market Limited (“TM2”), an
investment holding company developing a global network of supply, extending from mines
(upstream) through the smelters, processors and convertors (midstream) and into the global
distribution networks of global brands. Its portfolio of more than dozen verticals covers key battery
metals such as lithium, graphite, manganese, zinc or nickel.
For the Company providing TM2 with an initial 17-day extendable period of exclusivity, the parties
have agreed that they will work towards the execution and delivery of a definitive purchase
agreement, with the goal to conclude an RTO transaction in the critical technology metals space.
TM2 has provided a working capital facility of up to £750,000 to Curzon in the form of a one-year loan
note (the "Note"), carrying an annual interest rate of 10% per annum, and convertible at the price of
any subsequent share issue alongside the contemplated RTO transaction. Under the terms of the
Note, a total authorised amount of up to £750,000 is to be made available to the Company through
mutually agreed drawdowns that began on 19 April 2023. Currently, the Company has begun due
diligence on a TM2 nominated African lithium development company that seeks to achieve initial
production in the medium term. Curzon expects to release more information and details on the
ultimate target of the RTO transaction in due course.
Elsewhere, the ongoing conflict in Ukraine has now continued on for more than a year, impacting
markets and driving up commodity prices. While the global trend for lower emissions continues to
push the world away from traditional oil and gas activities, this creates short term opportunities in the
space. Notwithstanding the Company’s coal bed methane project at Coos Bay remains on care
and maintenance and is earmarked for disposal, it may yet have residual value and may also benefit
from the proposed RTO with TM2. Going forward, the Company expects to remain active in its
original natural resource extractives space, but with migration into the critical metals technology
sector seeking to facilitate the world’s low-carbon and electrification goals.
Curzon Energy Plc
Annual Report 2022
2
Chairman’s Statement continued
We thank all investors and stakeholders for their patience and support during this period of transition
and we look forward to both delivering this transaction and to working with TM2 to create a high-
impact technology metals business with an initial focus on lithium.
John McGoldrick
Non-Executive Chairman
27 April 2023
Curzon Energy Plc
Annual Report 2022
3
Strategic Report
Financial Results
The Group loss for the year to 31 December 2022 was US$467,793 (2021: US$821,344). There were no
revenues and the majority of this loss related to administrative, listing and transaction costs.
The loss per share was US$0.007 (2021: loss per share US$0.009).
The Group currently has no source of revenue and is reliant on loans to continue to meet its overhead
expenditure. The Group held cash balances of US$20,421 as at 31 December 2022.
The Directors note that the Group will need additional funding to continue operations for the
foreseeable future and, coupled with the fact that there is no guarantee that the TM2 transaction
will be completed, this means there is a material uncertainty as to the Group’s ability to continue as
a going concern. The Directors are confident however that the Group will be able to raise, as
required, sufficient cash or reduce its commitments to enable it to continue its operations 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.
The Group has 3 members of staff (including Directors).
Principal Activities
The Company was incorporated in England and Wales on 29 January 2016 as an investment
company to acquire oil and gas assets. Its first acquisition was of Coos Bay, which has now been
wholly written off.
The Group’s business is now operated through the United Kingdom and is focused on identifying and
acquiring a new business in a promising sector.
Review of the Business
On 18 April 2023, the Company announced that it had executed a letter of intent with Technology
Metals Market Limited (“TM2”) to acquire a 100% interest in a designated mining company via a
potential reverse takeover. TM2 and the Company have entered a period of exclusivity, where each
party will conduct due diligence on the other and the designated target.
The parties have further agreed that during this period they will work towards the execution and
delivery of a sale and purchase agreement, with a goal to complete a reverse takeover transaction
during the course of 2023.
Key Performance Indicators (KPIs)
As the Company is currently pursuing a potential reverse takeover the Directors take the view that
KPIs would not provide materially useful information to investors at this time. As the business develops
further, the addition of KPIs will be considered and added as appropriate.
Principal Risks and Risk Management
As the Company is currently pursuing a reverse takeover, that would potentially materially change
the nature of the business, the primary risk to the business during this period is going concern risk and
a potential inability to fund the business through this transition.
The Company’s Risk Mitigation Strategies Include the Following:
▪
Utilising the Directors’ experience in fundraising to maintain a balance of funding sources
during the period of transition;
▪
Managing the Company’s existing debt positions, keeping all stakeholders up to date and
informed as to progress of the transaction; and
Curzon Energy Plc
Annual Report 2022
4
Strategic Report continued
▪
Judicious use of capital and cost control during the transition.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen seriously. The Board’s primary goal is to
create shareholder value in a responsible way, which serves all stakeholders.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of
stakeholders in their decision making. The Directors continue to have regard to the interests of the
Company’s employees and other stakeholders, including the impact of its activities on the
community, the environment and the Company’s reputation, when making decisions. Acting in
good faith and fairly between members, the Directors consider what is most likely to promote the
success of the Company for its members in the long term.
The Directors are fully aware of their responsibilities to promote the success of the Company in
accordance with section 172 of the Companies Act 2006. The Board regularly reviews our principal
stakeholders and how we engage with them. The stakeholder voice is brought into the boardroom
throughout the annual cycle through information provided by management and also by direct
engagement with stakeholders themselves. The relevance of each stakeholder group may increase
or decrease depending on the matter or issue in question, so the Board seeks to consider the needs
and priorities of each stakeholder group during its discussions and as part of its decision making.
The Board welcomes the opportunity to engage with our shareholders and with the capital markets
more generally. The Board achieves this through dialogue with shareholders, prospective
shareholders and capital markets participants, including corporate brokers. Feedback from any
such meetings or calls would be shared with all Board members.
Investors, prospective investors and analysts can contact the Executive Director as well as access
information on our corporate website. The Board believes that appropriate steps have been taken
during the year so that all members of the Board, and in particular the non-executive Directors, have
an understanding of the views of major shareholders.
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 drawn from diverse backgrounds and with well-functioning governance committees.
Analysis by Gender
Category
Male
Female
Directors
3
0
Senior Managers
0
0
Other Employees
0
0
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 Board does not support
discrimination of any form, positive or negative, and all appointments are based solely on merit.
Curzon Energy Plc
Annual Report 2022
5
Strategic Report continued
Health and Safety
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 health and safety procedures used by the Company ensure compliance
with all applicable legal, environmental and regulatory requirements as well as its own internal
standards.
Outlook
In April 2023, the Company announced that it had executed a LOI with Technology Metals Market
Limited (“TM2”), where TM2 agreed to extend up to a £750,000 facility in order to fund due diligence
concluding in a reverse takeover of Curzon by a designated mining target, currently focused on
lithium.
TM2 is building a global supply network, extending from the minesite through to smelters, processors,
and converters and into the distribution networks of global brands. TM2 has initially identified an
African-based lithium development company, that is seeking to reach initial production in the
medium term, and the Company and TM2 will work together over the coming weeks to further
delineate these plans.
Signed by order of the Board
Scott Kaintz
Chief Executive Officer
27 April 2023
Curzon Energy Plc
Annual Report 2022
6
Directors’ Report
The Directors present their report on the Company, together with the audited financial statements of
the Company for the year ended 31 December 2022.
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 any profits to fund the Company’s growth strategy over the short- and medium-term horizons.
Directors’ Insurance and Indemnities
The Directors have the benefit of the indemnity provisions, contained in the Company’s Articles of
Association (‘Articles’), and the Company has maintained throughout the year Directors’ and
officers’ liability insurance for the benefit of the Company, the Directors and its officers. The Company
has entered into qualifying third-party indemnity arrangements for the benefit of all its Directors in a
form and scope, which comply with the requirements of the Companies Act 2006, and which were
in force throughout the year and remain in force.
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.
Financial Instruments and Risk Management
Disclosures regarding financial instruments are provided within note 20 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 17 to the Financial Statements. The Company has one class of Ordinary Shares,
which carry no right to fixed income.
Post Balance Sheet Events
Transaction Termination and LOI with TM2
On 18 April 2023, the Company announced that it had notified Poseidon Enhanced Technologies of
its intention to terminate discussions regarding a RTO of Curzon by PET, as originally announced on 3
February 2021. The Company further announced that it has signed an LOI with Technology Metals
Market Limited (“TM2”), to provide a working capital facility of £750,000 to fund Curzon to conduct
due diligence and ultimately progress a RTO of Curzon by a designated target by TM2, currently
expected to be in the lithium space. TM2 would be able to fund ongoing exclusivity of Curzon by
drawdowns on the offered facility.
Curzon Energy Plc
Annual Report 2022
7
Directors’ Report continued
Directors
The Directors of the Company, who have served during the period and at the date of this report are:
Director
Role
Date of
Appointment
Date of
Resignation
Board
Committee*
John McGoldrick
Chairman and Non-
Executive Director
4/10/2017
N, R, A
Scott Kaintz
Executive Director
27/06/2018
Owen May
Non-Executive Director
27/09/2016
N, R, A
*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)
John McGoldrick has over forty years of experience in the energy sector including 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 is also a Director of Poseidon
Plastics Limited. Mr. McGoldrick holds a Bachelor of Engineering in Chemical Engineering with
Management Economics from University of Bradford.
Scott Kaintz (Executive Director and Chief Executive Officer)
Scott has extensive experience leading, funding and operating publicly traded natural resource
exploration and development businesses on the London markets. He started his career as a US Air
Force Officer working across Europe, the Middle East and Central Asia. He subsequently held
managerial and technology roles in the defence sector in Europe, before transitioning to corporate
finance and investment positions, focused primarily on capital raising and making debt and equity
investments in small-cap listed companies. Scott has significant experience in emerging markets,
with a particular emphasis on the countries of the former Soviet Union. Scott holds a BSLA in Russian
language and Russian Area Studies from Georgetown University as well as MBA degrees from
Columbia Business School and London Business School. He is also a Director of Corcel Plc and Red
Rock Resources Plc.
Owen May (Non-Executive Director)
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. In 2007, Mr. May established MD Global Partners LLC, a firm that specialises in
corporate finance, mergers & acquisitions, restructuring and business development.
Curzon Energy Plc
Annual Report 2022
8
Directors’ Report continued
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 programme 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
316,455
0.32
Scott Kaintz
949,367
0.95
Owen May
-
-
Substantial Interests
As at 1 April 2022, 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, Designation JARVIS
39,442,082
39.58%
Interactive Investor Services Nominees Limited, Designation SMKTNOMS
5,430,173
5.45%
Hargreaves Lansdown (Nominees) Limited, Designation 15942
5,239,899
5.26%
Hargreaves Lansdown (Nominees) Limited, Designation HLNOM
4,219,667
4.23%
Queensbury Inc
4,000,000
4.01%
Interactive Investor Services Nominees Limited, Designation SMKTISAS
3,627,140
3.64%
Corporate Governance
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, complies with the
Corporate Governance Guidelines for Small and Mid-Sized Companies (the “QCA Code”).
The Board
The Board currently comprises one Executive Director and two 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
six board meetings are held per year.
Director
Number of Meetings Held During Tenure
Number of Meetings Attended
John McGoldrick
9
9
Scott Kaintz
9
9
Owen May
9
9
Curzon Energy Plc
Annual Report 2022
9
Directors’ Report continued
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 and the Remuneration Committees have met
once each during 2022.
Audit and Risk Committee
The Audit and Risk Committee, which comprises John McGoldrick and Owen May, 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 (the Quoted Companies’ Alliance code) and the requirements of
the Listing Rules. The Audit and Risk Committee shall meet at least once 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 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 once a year.
Nomination Committee
The Nomination Committee, which comprises John McGoldrick as Chairman 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, the Company’s employees and persons closely associated with
them. The policy complies with the Market Abuse Regulations, which came into effect on 3 July 2016.
Anti-Bribery and Anti-Corruption Policy
The Company has adopted an Anti-Bribery and Anti-Corruption Policy, which applies to the Directors
and any future 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.
Curzon Energy Plc
Annual Report 2022
10
Directors’ Report continued
Health and Safety
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 no 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. 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
Nil.
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.
Curzon Energy Plc
Annual Report 2022
11
Directors’ Report continued
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.
Task Force on Climate Financial Disclosures
Given the current position of the group, the directors have not made any disclosures against the Task
Force on Climate-related Financial Disclosures (TCFD) framework. The directors will revisit the position
in the event that a future transaction is completed.
Annual General Meeting
The Company currently intends to hold its Annual General Meeting on 31 May 2023 at 2.00 pm, and
it encourages all shareholders to vote via proxy regardless of their intention of attending the meeting
in person.
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 20 to the Consolidated Financial Statements.
Share Capital
The Company’s Ordinary Shares of £0.0001 per share and Deferred share of £0.0099 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. Deferred shares do not carry any voting right or right 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 year, Crowe U.K. LLP was re-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
Scott Kaintz
Chief Executive Officer,
27 April 2023
Curzon Energy Plc
Annual Report 2022
12
Directors’ Remuneration Report
The Board of Directors has established a Remuneration Committee. The Remuneration Committee
(the ‘Committee’) comprises our two Non-Executive Directors, John McGoldrick 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 2022.
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 for 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 once 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.
The Company does not anticipate making any significant changes to its compensation policies and
practices during 2023.
Curzon Energy Plc
Annual Report 2022
13
Directors’ Remuneration Report continued
Directors’ Remuneration
The Directors, who held office on 31 December 2022 and who had beneficial interests in the ordinary
shares of the Company, are summarised as follows:
Name of Director
Position
John McGoldrick
Chairman, Non-Executive Director
Scott Kaintz
Chief Executive Officer, Executive Director
Directors’ Service Contracts
John McGoldrick was 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 4 October 2017.
His appointment is terminable on three months’ written notice on either side. He is entitled to a fee
of £50,000 per annum.
Owen May was appointed as 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. His appointment is terminable on three months’ written notice on either side.
Owen is entitled to a fee of £25,000 per annum payable in cash or shares at the discretion of the
Board.
Scott Kaintz was appointed as a Director on 27 June 2018. He was appointed to act as an Executive
Director and Chief Executive Officer as of 5 November 2018. His appointment continues until
terminated by either party giving four months written notice. Scott is entitled to a fee of £120,000 per
annum.
Summary Compensation Table (audited)
The following table sets forth the compensation awarded, paid to or earned by each Director during
2022:
2022
Directors’
fees
US$
Social
security
costs
US$
Total cash-
compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
John McGoldrick
62,473
-
62,473
-
62,473
Scott Kaintz
149,935
17,243
167,178
-
167,178
Owen May
31,236
-
31,236
-
31,236
Total Directors’ compensation
243,644
17,243
260,887
-
260,887
John McGoldrick has, through agreement with the Company, agreed to defer payment of the
majority of his Director’s compensation from 2017 to 2022 until the completion of the RTO, which at
31 December 2022 totaled US$280,511 and has been recognized in other payables at the reporting
date.
Owen May has, through agreement with the Company, agreed to defer payment of the majority of
his Director’s compensation from 2018 to 2022 until the completion of the RTO, which at 31 December
2022 totaled US$106,071 and has been recognized in other payables at the reporting date.
As at 31 December 2022, Scott Kaintz was owed US$144,780 in unpaid salary (31 December 2021:
US$67,400).
Curzon Energy Plc
Annual Report 2022
14
Directors’ Remuneration Report continued
Summary Compensation Table (audited)
2021
Directors’
fees
US$
Social
security
costs
US$
Total cash-
compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
John McGoldrick
68,876
-
68,876
-
68,876
Scott Kaintz
151,528
13,219
164,747
-
164,747
Owen May
34,438
-
34,438
-
34,438
Total Directors’ compensation
254,842
13,219
268,061 -
268,061
Share-Based Awards (audited)
The Company has nil share options awarded to the Directors of the Company in accordance with
its share option plan. 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
316,455
0.32
Scott Kaintz
949,367
1.14
Owen May
-
-
Other Matters Subject to Audit
The Company does not currently have any pension plans for any of the Directors and does not pay
pension amounts in relation to their remuneration.
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 is 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
27 April 2023
Curzon Energy Plc
Annual Report 2022
15
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 UK adopted
International Accounting Standards 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 Group and of the profit or loss
of the Group for that period. In preparing these Financial Statements, the Directors are required to:
▪
select suitable accounting policies and then apply them consistently;
▪
make judgments and estimates that are reasonable and prudent;
▪
state whether they have been prepared in accordance with UK adopted International
Accounting Standards; 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 UK adopted International
Accounting standards, give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Group;
▪
the Directors 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
John McGoldrick
Director
27 April 2023
Curzon Energy Plc
Annual Report 2022
16
Independent Auditor’s Report to the Members of Curzon Energy Plc
Opinion
We have audited the Financial Statements of Curzon Energy Plc (the “Company” or the “Parent
Company”) and its subsidiaries (the “group”) for the year ended 31 December 2022, which comprise
the Consolidated Statement of Comprehensive Income, the Consolidated and Company
Statements of Financial Position, the Consolidated and Company Statements of Cash Flows, the
Consolidated and Company Statements of Changes in Equity and Notes to the Financial Statements,
including significant accounting policies. The financial reporting framework that has been applied in
preparation of the Group and Parent Company Financial Statements is applicable law and UK-
adopted international accounting standards.
In our opinion:
▪
the Financial Statements give a true and fair view of the state of the Group and Company’s
affairs as at 31 December 2022 and of the Group’s loss for the year then ended;
▪
the Group and Company Financial Statements have been properly prepared in accordance
with UK-adopted international accounting standards; and
▪
the Financial Statements 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 Group and 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 as applied to public
interest entities, 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.
Material Uncertainty Related to Going Concern
We draw attention to note 2 to the Financial Statements, which details the factors the Directors
considered, when assessing the going concern position.
As detailed in note 2, on 19 April 2023, the Company announced that it had signed a letter of intent
with Technology Metals Market Limited (“TM2”) to potentially acquire a 100% interest in a mining
business of their choosing, with current plans focused on an African based lithium company. In
exchange for a period of exclusivity in relation to this potential reverse takeover transaction, TM2 has
agreed to loan the Company a working capital facility of £750,000 in the form of a one-year loan
note, carrying an annual interest rate of 10%. At this stage, there can be no assurance that this
transaction will be completed.
The Group currently has no source of revenue and is reliant on loans to continue to meet its
obligations. The Group will need additional funding to continue operations for the foreseeable future.
As stated in note 2, these events and conditions, along with the other matters set out in note 2,
indicate that a material uncertainty exists that may cast significant doubt on the Group’s and Parent
Company’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
Curzon Energy Plc
Annual Report 2022
17
Independent Auditor’s Report to the Members of Curzon Energy Plc continued
In auditing the Financial Statements, we have concluded that the Directors’ use of the going
concern basis of accounting in preparation of the Financial Statements is appropriate. Our
evaluation of the Directors’ assessment of the Group’s and Parent Company’s ability to continue to
adopt the going concern basis of accounting included discussions with management, reviewing the
letter of intent signed with TM2, understanding and challenging management’s assumptions,
including around the deferral of amounts owed to various creditors, and examining management’s
cash flow forecasts.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
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 Group Financial
Statements as a whole to be US$90,000 (2021: US$41,000), based on 3% of net liabilities. Materiality for
the Parent Company Financial Statements as a whole was set at £72,000 (2021: £34,000), using the
same basis.
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. Performance
materiality was set at 70% of materiality for the Financial Statements as a whole, which equates to
US$63,000 for the Group and £50,400 for the Parent.
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 US$4,000 (2021:
US$2,000). 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
All audit work has been conducted by the Group audit team.
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) we identified, including 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.
We have determined that the only key audit matter was in respect of going concern and our work
in that area is described in the section above headed ‘Material Uncertainty Related to Going
Concern’.
Curzon Energy Plc
Annual Report 2022
18
Independent Auditor’s Report to the Members of Curzon Energy Plc continued
Other Information
The other information comprises the information included in the annual report other than the
Financial Statements and our auditor’s report thereon. The Directors are responsible for the other
information contained within the annual report.
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. 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 course of 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 this gives
rise to a material misstatement in the Financial Statements themselves. 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.
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 and the Directors' Reports for the financial year for
which the Financial Statements are prepared is consistent with the Financial Statements; and
▪
the Strategic and the Directors’ Reports 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 group and company 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 set out on page 15, 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.
Curzon Energy Plc
Annual Report 2022
19
Independent Auditor’s Report to the Members of Curzon Energy Plc continued
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below, however the primary responsibility for the
prevention and detection of fraud lies with management and those charged with the governance
of the partner company and group. We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and the procedures in place for ensuring compliance.
The most significant areas identified were the Companies Act 2006 and the regulations concerning
the company’s listing on the London Stock Exchange.
As part of our audit planning process we assessed the different areas of the Financial Statements,
including disclosures, for the risk of material misstatement. This included considering the risk of fraud
where direct enquiries were made of management and those charged with governance
concerning both whether they had any knowledge of actual or suspected fraud and their
assessment of the susceptibility of fraud.
We have read board and committee minutes of meetings, as well as regulatory announcements, as
part of our risk assessment process to identify events or conditions that could indicate an incentive
or pressure to commit fraud or provide an opportunity to commit fraud. As part of this process, we
have considered whether remuneration incentive schemes or performance targets exist for the
Directors.
In addition to the risk of management override of controls, we have considered the fraud risk related
to any unusual transactions or unexpected relationships, including assessing the risk of undisclosed
related party transactions. Our procedures to address this risk included testing a risk-based selection
of journal transactions, both at the year end and throughout the year.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material
misstatements of the Financial Statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting from fraud because fraud may
involve sophisticated and carefully organized schemes designed to conceal it, including deliberate
failure to record transactions, collusion or intentional misrepresentations being made to us.
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.
Curzon Energy Plc
Annual Report 2022
20
Independent Auditor’s Report to the Members of Curzon Energy Plc continued
Other Matters Which We are Required to Address
We were appointed by the Board on 18 April 2016 to audit the Financial Statements for the year
ended 31 December 2016. Our total uninterrupted period of engagement is seven years, covering
the period ended 31 December 2016 to 31 December 2022.
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.
Steve Gale
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
27 April 2023
Curzon Energy Plc
Annual Report 2022
21
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
Notes
2022
2021
US$
US$
Administrative expenses
6
(509,358)
(569,865)
Loss from operations
(509,358)
(569,865)
Finance expense, net
7
(191,735)
(165,598)
Provision for reclamation obligation
12
-
(125,000)
Loss before taxation
4
(701,093)
(860,463)
Income tax expense
8
-
-
Loss for the year attributable to
equity holders of the parent company
(701,093)
(860,463)
Other comprehensive income
Gain/(loss) on translation of parent net assets and
results from functional currency into presentation
currency
233,300
39,119
Total comprehensive loss for the year
(467,793)
(821,344)
Loss per share - Basic and diluted, US$
9
(0.007)
(0.009)
The notes on pages 26 to 59 form part of these Financial Statements
Curzon Energy Plc
Annual Report 2022
22
Consolidated Statement of Financial Position
as at 31 December 2022
Notes
2022
2021
US$
US$
Assets
Current assets
Prepayments and other receivables
13
29,828
44,058
Cash and cash equivalents
14
20,421
138,142
Total current assets
50,249
182,200
Total assets
50,249
182,200
Current liabilities
Trade and other payables
15
912,521
774,591
Borrowings
16
2,133,832
1,935,919
Total current liabilities
3,046,353
2,710,510
Total liabilities
3,046,353
2,710,510
Share capital
17
1,105,547
1,105,547
Share premium
3,619,332
3,619,332
Share-based payments reserve
474,792
474,792
Warrants reserve
375,198
375,198
Merger reserve
31,212,041
31,212,041
Foreign currency translation reserve
86,746
(146,554)
Accumulated losses
(39,869,759)
(39,168,666)
Total capital and reserves
(2,996,104)
(2,528,310)
Total equity and liabilities
50,249
182,200
The Financial Statements were approved and authorised for issue by the Board of Directors on 27 April 2023 and
were signed on its behalf by:
John McGoldrick
Director
The notes on pages 26 to 59 form part of these Financial Statements.
Curzon Energy Plc
Annual Report 2022
23
Consolidated Statement of Changes in Equity
Share
capital
Share
premium
Other
reserves
Accumulated
losses
Total
US$
US$
US$
US$
US$
Equity at 1
January 2021
1,105,547
3,619,332
31,876,358
(38,308,203)
(1,706,966)
Loss for the year
-
-
-
(860,463)
(860,463)
Other
comprehensive
income for the
year
-
-
39,119
-
39,119
Total
comprehensive
loss for the year
-
-
39,119
(860,463)
(821,344)
Equity at 31
December 2021
1,105,547
3,619,332
31,915,477
(39,168,666)
(2,528,310)
Loss for the year
-
-
-
(701,093)
(701,093)
Other
comprehensive
income for the
year
-
-
233,300
-
233,300
Total
comprehensive
loss for the year
-
-
233,300
(701,093)
(467,793)
Equity at 31
December 2022
1,105,547
3,619,332
32,148,777
(39,869,759)
(2,996,104)
Curzon Energy Plc
Annual Report 2022
24
Other Reserves
Merger
reserve
Share-based
payments
reserve
Warrants
reserve
Foreign
currency
translation
reserve
Total
Other
reserves
US$
US$
US$
US$
US$
Other reserves at 1 January 2021
31,212,041
474,792
375,198
(185,673)
31,876,358
Other comprehensive loss for the
year
-
-
-
39,119
39,119
Total comprehensive loss for the
year
-
-
-
39,119
39,119
Issue of warrants
-
-
Other reserves at 31 December 2021
31,212,041
474,792
375,198
(146,554)
31,915,477
Other comprehensive loss for the
year
-
-
-
233,300
233,300
Total comprehensive loss for the
year
-
-
-
233,300
233,300
Other reserves at 31 December 2022
31,212,041
474,792
375,198
86,746
32,148,777
Curzon Energy Plc
Annual Report 2022
25
Consolidated Statement of Cash Flows
Notes
2022
2021
US$
US$
Cash flow from operating activities
Loss before taxation
(701,093)
(860,463)
Adjustments for:
Finance expenses
7
191,970
159,087
Provision for reclamation obligations
12
-
125,000
Unrealised foreign exchange movements
7
(36,606)
6,511
Operating cashflows before working capital changes
(545,729)
(569,865)
Changes in working capital:
Increase in payables
235,141
46,220
(Increase)/decrease in receivables
10,587
(2,359)
Net cash used in operating activities
(300,002)
(526,004)
Financing activities
Issue of ordinary shares, net of share issue costs
17
-
-
Proceeds from new borrowings
16
184,693
619,886
Net cash flow from financing activities
184,693
619,886
Net increase /(decrease) in cash and cash equivalents in the period
(115,309)
93,882
Cash and cash equivalents at the beginning of the period
138,142
47,188
Restricted cash held on deposits
12
125,000
125,000
Total cash and cash equivalents at the beginning of the period,
including restricted cash
263,142
172,188
Effect of the translation of cash balances into presentation currency
(2,412)
(2,927)
Cash and cash equivalents at the end of the period
20,421
138,142
Restricted cash held on deposits
12
125,000
125,000
Total cash and cash equivalents at the end of the period, including
restricted cash
145,421
263,142
Curzon Energy Plc
Annual Report 2022
26
Notes to the Consolidated Financial Information
1.
General Information
The Company is incorporated and registered in England and Wales as a public limited company.
The Company’s registered number is 09976843 and its registered office is at Salisbury House, London
Wall, London EC2M 5PS. 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 an investment company, currently focused on
acquiring a new business with adequate scale and growth potential to be listed on the Standard
Listing of the London Stock Exchange.
The individual financial statements of the Company (“Company Financial Statements”) have been
prepared in accordance with the Companies Act 2006 which permits a Company that publishes its
Company and Group financial statements together, to take advantage of the exemption in Section
408 of the Companies Act 2006, from presenting to its members its Company Income Statement and
related notes that form part of the approved Company financial statements.
2.
Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in
these consolidated financial statements.
The Group Financial statements are presented in US Dollars as historically the entirety of the
Company’s operations have been located in the United States.
Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted International
Accounting Standards (“IFRS”) and the requirements of the Companies Act applicable to companies
reporting under IFRS.
The Financial Statements are prepared on a going concern basis and under the historical cost
convention.
a. New standards, interpretations and amendments effective from 1 January 2022
There were no new standards or interpretations effective for the first time for periods beginning
on or after 1 January 2022 that had a significant effect on the Curzon Group’s Financial
Statements.
b. New standards, interpretations and amendments not yet effective
At the date of authorisation of these Financial Statements, a number of amendments to
existing standards and interpretations, which have not been applied in these Financial
Statements, were in issue but not yet effective for the year presented. 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.
Curzon Energy Plc
Annual Report 2022
27
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
Basis of Consolidation
The Company was incorporated on 29 of January 2016; On 4 of October 2017, it acquired Coos Bay
Energy LLC. 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 was outside on the IFRS 3 scope.
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.
Going Concern
The Group Financial Statements have been prepared on a 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 of the Company are currently being financed by funds lent to the Company by
Technology Metals Market Ltd. (“TM2”). On 19 April 2023, the Company announced that it had
signed a letter of intent with TM2 to potentially acquire a 100% interest in a mining business of their
choosing, with current plans focused on an African based lithium company. In exchange for a
period of exclusivity in relation to this potential reverse takeover transaction, TM2 has agreed to loan
the Company a working capital facility of £750,000 in the form of a one-year loan note, carrying an
annual interest rate of 10%. At this stage, there can be no assurance that this transaction will be
completed.
The Company further continues to rely on a US$1,000,000 credit facility provided from a company
related to the largest shareholder that provides the Group up to US$500,000 minimum funding and
an additional US$500,000 at the discretion of the lender.
The Group believes that, based on the current low overhead expenditure, the proceeds from the
loans being provided by TM2 and the undrawn amount of US$800,000 remaining on the US$1,000,000
credit facility will be sufficient for the Group to operate for a period of 12 months from the date of
the approval of these Financial Statements.
The Group currently has no source of revenue and is reliant on loans to continue to meet its overhead
expenditures. The Group held cash balances of US$20,421 as at 31 December 2022 and has
subsequently increased its borrowing capacity and current liquidity through the extension and
expansion of the funding agreement with TM2.
The directors remain in discussions with the various creditors of the Company regarding the
forbearance of amounts payable until the conclusion of the proposed RTO, with all creditors
informally agreeing to defer payment of amounts due until the transaction has completed.
The Directors note that the Group will need additional funding to continue operations for the
foreseeable future and, together with the above matters, this means there is a material uncertainty
as to the Group’s ability to continue as a going concern. The Directors are confident however that
the Group will be able to raise, as required, sufficient cash or reduce its commitments to enable it to
continue its operations, and to continue to meet, as and when they fall due, its liabilities for at least
the next 12 months from the date of approval of the Group Financial Statements. The Group Financial
Statements have, therefore, been prepared on the going concern basis.
Curzon Energy Plc
Annual Report 2022
28
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
Functional Currency
Functional and Presentation Currency
The individual financial information of each Group entity is measured in the currency of the primary
economic environment in which the entity operates (its functional currency). The Company’s
functional currency is UK Pound Sterling (£). All other companies, belonging to the Curzon Group,
have US Dollar as their functional currency. The Group Financial Statements are presented in US
Dollars ($).
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.
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.
Rates applied in these Financial Statements:
2022
2021
Closing USD/GBP rate at 31 December
1.2065
1.3489
Average USD/GBP rate for the year
1.2495
1.3775
Reclamation 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. At 31 December 2022 and 2021, a provision
has been recognised and set off against restricted cash as permitted by IAS 32.
Curzon Energy Plc
Annual Report 2022
29
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
Impairment
Impairment of Financial Assets
All financial assets 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 financial assets carried at amortised cost 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 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.
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 financial assets carried at amortised cost, cash and cash
equivalents and restricted cash. Financial assets are initially measured at fair value and subsequently
carried at amortised cost.
Financial assets are derecognized, 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.
Amortised Cost
These assets incorporate such types of financial assets, where the objective is to hold these assets in
order to collect contractual cash flows and the contractual cash flows are solely payments of
principal and interest. They are initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at amortised cost, using the
effective interest rate method, less provision for impairment. Impairment provisions receivables are
recognised based on the simplified approach within IFRS 9, using a provision matrix in the
determination of the lifetime expected credit losses. During this process, the probability of the non-
payment of the receivables is assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime expected credit loss for the receivables.
On confirmation that the receivable will not be collectable, the gross carrying value of the asset is
written off against the associated provision.
Curzon Energy Plc
Annual Report 2022
30
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
Impairment provisions for receivables from related parties and loans to related parties are recognised
based on a forward-looking expected credit loss model. The methodology, used to determine the
amount of the provision, is based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those where the credit risk has not increased significantly
since initial recognition of the financial asset, twelve month expected credit losses, along with gross
interest income, are recognised. For those for which credit risk has increased significantly but not
determined to be credit impaired, lifetime expected credit losses along with the gross interest income
are recognised. For those that are determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.
The Group's financial assets, measured at amortised cost, comprise other receivables and cash and
cash equivalents in the Consolidated Statement of Financial Position.
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 12.
Financial Liabilities
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 less financial 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.
Financial liabilities include the following items:
▪
Bank borrowings are initially recognised at fair value net of any transaction costs directly
attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost, using the effective interest rate method, which ensures that any
interest expense over the period to repayment is at a constant rate on the balance of the
liability carried in the consolidated statement of financial position. For the purposes of each
financial liability, interest expense includes initial transaction costs and any premium payable
on redemption as well as any interest or coupon, payable while the liability is outstanding;
Curzon Energy Plc
Annual Report 2022
31
Curzon Energy Plc
Annual Report 2022
32
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
▪
Liability components of convertible loan notes are measured as described further below;
▪
Trade payables and other short-term monetary liabilities, which are initially recognised at fair
value and subsequently carried at amortised cost, using the effective interest method.
Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated into their liability and
equity components. The amount, initially attributed to the debt component, equals the discounted
cash flows, using a market rate of interest that would be payable on a similar debt instrument that
does not include an option to convert. Subsequently, the debt component is accounted for as a
financial liability, measured at amortised cost until extinguished on conversion or maturity of the
bond. The remainder of the proceeds is allocated to the conversion option and is recognised as a
separate equity component within shareholders' equity, net of income tax effects.
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 is allocated to the
conversion option and is recognised as a separate equity component within shareholders' equity,
net of income tax effects.
Warrants
Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s
Consolidated Statement of Financial Position 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 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.
Curzon Energy Plc
Annual Report 2022
33
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
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 assets and liabilities are recognized, where the carrying amount of an asset or liability in
the Consolidated Statement of Financial Position differs from its tax base, except for differences,
arising on the initial recognition of goodwill, 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 or taxable profit, and investments in subsidiaries and joint arrangements, where the
Group is able to control the timing of the reversal of the difference and it is probable that the
difference will not reverse in the foreseeable future.
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 recognized, 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.
Curzon Energy Plc
Annual Report 2022
34
Notes to the Consolidated Financial Information continued
2. Accounting Policies continued
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 18 to
the Group Financial Statements.
The fair value 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 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 revise 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 Judgments
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 accounting policies, which are detailed above. These judgments 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 reporting 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 judgment 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. See Going Concern section on page
27 for more details.
The Group Financial Statements do not include the adjustments that would result if the Group were
not to continue as a going concern.
Curzon Energy Plc
Annual Report 2022
35
Notes to the Consolidated Financial Information continued
3.
Segmental Analysis
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 principal activity of the Company is that of an investment company, currently focused on
acquiring a new business with adequate scale and growth potential to operate successfully on the
Standard List of the London Stock Exchange. At 31 December 2022 and 31 December 2021, 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, excluding cash and cash equivalents, which are currently
kept and managed from the UK head office. The management does not consider the UK to be a
separate operating segment. 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):
2022
2021
US$
US$
Auditor’s remuneration:
- fees payable to the Company’s auditor for the audit of the
consolidated and Company financial statements
46,230
34,438
Foreign currency translation (gain)
(235)
6,511
Curzon Energy Plc
Annual Report 2022
36
Notes to the Consolidated Financial Information continued
5.
Directors and Staff
There were no staff employed by the Group during the years ended 31 December 2022 and 31
December 2021, except for one Director, Mr Scott Kaintz, who was employed by the Company from
27 June 2018.
Remuneration of Key Management Personnel
The following table sets forth the compensation awarded, paid to or earned by each Director during
2020:
2022
Directors’
fees
US$
Social
security
costs
US$
Total cash-
compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
John McGoldrick
62,473
-
62,473
-
62,473
Scott Kaintz
149,935
17,243
167,178
-
167,178
Owen May
31,236
-
31,236
-
31,236
Total Directors’ compensation
243,644
17,243
260,887
-
260,887
2021
Directors’
fees
US$
Social
security
costs
US$
Total cash-
compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
John McGoldrick
68,876
-
68,876
-
68,876
Scott Kaintz
151,528
13,219
164,747
-
164,747
Owen May
34,438
-
34,438
-
34,438
Total Directors’ compensation
254,842
13,219
268,061
-
268,061
John McGoldrick has, through agreement with the Company, agreed to defer payment of the
majority of his Director’s compensation from 2017 to 2022 until the completion of the RTO, which at
31 December 2022 totaled US$280,511 and has been recognized in other payables at the reporting
date.
Owen May has, through agreement with the Company, agreed to defer payment of the majority of
his Director’s compensation from 2018 to 2022 until the completion of the RTO, which at 31 December
2022 totaled US$106,071 and has been recognized in other payables at the reporting date.
As at 31 December 2022, Scott Kaintz was owed US$144,780 in unpaid salary (31 December 2021:
US$67,400).
Curzon Energy Plc
Annual Report 2022
37
Notes to the Consolidated Financial Information continued
6.
Administrative Expenses
2022
2021
US$
US$
Staff costs
Directors’ salaries
243,644
254,842
Employers NI
17,243
13,219
Consultants
26,239
22,729
Professional services
Accounting, audit & taxation
89,220
90,527
Legal
4,702
-
Marketing
14,816
14,447
Other
-
440
Regulatory compliance
2,349
63,298
Standard Listing Regulatory Costs
-
48,351
Travel
12,310
-
Business development
-
-
Office and Admin
General
32,865
11,716
IT costs
2,293
-
Temporary storage and office rent
27,406
7,199
Insurance
36,271
43,097
Total administrative costs
509,358
569,865
Curzon Energy Plc
Annual Report 2022
38
Notes to the Consolidated Financial Information continued
7.
Finance Expense (net)
2022
2021
US$
US$
Foreign exchange loss/(gain)
(235)
6,511
Interest expense on promissory notes and other short-term loans
191,970
159,087
Total finance expense
191,735
165,598
8.
Taxation
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:
2022
2021
US$
US$
Loss before tax
(701,093)
(860,463)
UK corporation tax credit at 19.00% (2021: 19.00%)
(133,208)
(163,488)
Effect of non-deductible expense
-
-
Differences in overseas tax rates
(961)
(2,916)
Effect of tax benefit of losses carried forward
134,169
166,404
Current tax (credit)
-
-
As at 31 December 2022, the tax effects of temporary timing differences, giving rise to deferred tax
assets, was US$1,717,984 (2021: US$1,583,815 ).
A deferred tax asset in respect of these losses and temporary differences has not been established
as the Group has not yet generated any revenues and the Directors have, therefore, assessed the
likelihood of future profits being available to offset such deferred tax assets to be uncertain.
Curzon Energy Plc
Annual Report 2022
39
Notes to the Consolidated Financial Information continued
9.
Loss Per Share
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders
of the Company by the weighted average number of shares in issue.
Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders
of the Company by the weighted average number of shares in issue plus the weighted average
number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares
into ordinary shares.
The following reflects the loss and share data used in the basic and diluted loss per share
computations:
2022
2021
(Loss) after tax attributable to the shareholders of the parent (US$)
(701,093)
(860,463)
Weighted average number of ordinary shares of £0.01 in issue used
calculation of in basic and diluted EPS
99,639,565
99,639,565
(Loss) per share - basic and fully diluted (US$)
(0.007)
(0.009)
At 31 December 2022 and 31 December 2021, the effect of all potential ordinary shares and
contingently issuable shares, that are presented in the table below, was anti-dilutive as it would lead
to a further reduction of loss per share, therefore, these instruments were not included in the diluted
loss per share calculation.
2022
2021
Number
Number
Share options granted to employees - fully vested at the end of the
respective period
-
280,854
Warrants given to shareholders as a part of placing equity
instruments - fully vested at the end of the respective period
18,606,594
18,606,594
Total instruments fully vested
18,606,594
18,887,448
Total number of instruments and potentially issuable instruments
(vested and not vested) not included into the fully diluted EPS
calculation
18,606,594
18,887,448
Curzon Energy Plc
Annual Report 2022
40
Notes to the Consolidated Financial Information continued
10. Intangible Assets
2022
2021
Exploration and evaluation expenditure
US$
US$
Cost:
At the beginning of the year
24,716,316
24,716,316
Additions – exploration costs capitalised
-
-
At the end of the year
24,716,316
24,716,316
Impairment provision:
At the beginning of the year
(24,716,316)
(24,716,316)
Provision for the year
-
-
At end of the year
(24,716,316)
(24,716,316)
Net Book Value
-
-
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 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 2022 and 31 December 2021. 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.
Curzon Energy Plc
Annual Report 2022
41
Notes to the Consolidated Financial Information continued
11. Subsidiary Undertakings
The Group has the following subsidiary undertakings:
Name
Country of
incorporation
Issued capital
Proportion held by
Group
Activity
Coos Bay Energy LLC
USA
Membership
interests
100%
Holding company
Westport Energy Acquisitions
Inc.
USA
Shares
100%
Holding company
Westport Energy LLC
USA
Membership
interests
100%
Oil and gas
exploration
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.
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.
12. Restricted Cash
Restricted cash of US$125,000 comprises funds held as collateral to support stand-by letters of credit
related to the Group’s oil and gas properties. The letters of credit secure the reclamation obligations
under the leases and state law. The cash can be taken by Umpqua Bank in the event the letters of
credit are drawn on by the State of Oregon, Department of Geology & Mineral Industries (DOGAMI).
The cash is held in the form of a Certificate of Deposit. In 2022, the Group recognised a provision for
reclamation obligations equivalent to the entire restricted cash balance in recognition of the fact
that recovery of these funds may only be possible following completion of reclamation work on these
oil and gas properties. This provision has been offset against the restricted cash balance as permitted
by IAS 32.
13. Prepayments and Other Receivables
2022
2021
US$
US$
VAT recoverable
1,744
8,404
Other debtors
28,084
35,654
Total prepayments and other receivables
29,828
44,058
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.
Curzon Energy Plc
Annual Report 2022
42
Notes to the Consolidated Financial Information continued
14. Cash and Cash Equivalents
For the purpose of the Statements of Financial Position, cash and cash equivalents comprise the
following:
2022
2021
US$
US$
Cash in hand and at bank
20,421
138,142
15. Trade and Other Payables
2022
2021
US$
US$
Trade and other payables
283,587
734,146
Accruals
628,934
33,724
Total financial liabilities, excluding loans and borrowings, classified as
financial liabilities measured at amortised cost
912,521
767,870
Other payables - tax and social security payments
-
6,721
Total trade and other payables
912,521
774,591
Curzon Energy Plc
Annual Report 2022
43
Notes to the Consolidated Financial Information continued
16. Borrowings
Details of the notes and borrowings originated by the Group are disclosed in the table below:
Origination
date
Contractual
settlement date
Original note
value in original
currency
Annual
interest
rate
Security
Status at 31
December 2022
C4 Energy Ltd
22 Sept
2017
Conversion/R
epayment at
RTO date
$200,000
15% unsecured
Outstanding
Bruce Edwards
1 Sep 2017
Conversion at
RTO date
$100,000
15% unsecured
Outstanding
HNW Investor
Group
1 July 2019
Conversion/R
epayment at
RTO date
£263,265
13%
100%
interest in
Coos Bay
LLC
Outstanding
Sun Seven Stars
Investment Group
("SSSIG")
13 Mar 2020
Conversion/R
epayment at
RTO date
£260,000
10% unsecured
Outstanding
Poseidon Plastics
Limited (“PPL”)
2 February
2021
Conversion/R
epayment at
RTO date
£590,000
10% unsecured
Outstanding
No interim payments are required under the promissory notes, as the payment terms require the
original principal amount of each note and all accrued interest thereon, to be paid in single lump
payments at the time of the completion of a reverse takeover.
2022
2021
US$
US$
At 1 January
1,935,919
1,183,018
Received during the year
184,693
619,886
Interest accrued during the year
190,175
158,564
Exchange rate differences
(176,995)
(25,549)
Short-term loans and borrowings 31 December
2,133,832
1,935,919
Curzon Energy Plc
Annual Report 2022
44
Notes to the Consolidated Financial Information continued
16. Borrowings continued
Reconciliation of Liabilities Arising from Financing Activities
31 Dec 2021
Cash flows
Proceeds from
new
borrowings
Non-cash flow
Forex movement
Non-cash flow
Interest accrued
31 Dec 2022
HNW Investor Group
435,950
-
(47,504)
42,762
431,208
C4 Energy Ltd.
292,378
-
-
30,000
322,378
Bruce Edwards
162,350
-
-
15,000
177,349
Sun Seven Stars Investment
Group ("SSSIG")
408,251
-
(44,226)
32,486
396,510
Poseidon Plastics Ltd (“PPL”)
636,991
184,693
(85,225)
69,927
806,387
Total liabilities from
financing activities
1,935,920
184,693
(176,955)
190,175
2,133,832
Reconciliation of Liabilities Arising from Financing Activities
31 Dec 2020
Cash flows
Proceeds from
new
borrowings
Non-cash flow
Forex movement
Non-cash flow
Interest accrued
31 Dec 2021
HNW Investor Group
395,060
-
(6,225)
47,145
435,950
C4 Energy Ltd.
262,378
-
-
30,000
292,378
Bruce Edwards
147,350
-
-
15,000
162,350
Sun Seven Stars Investment
Group ("SSSIG")
378,230
-
(5,795)
35,816
408,251
Poseidon Plastics Ltd (“PPL”)
-
619,886
(13,499)
30,604
636,991
Total liabilities from
financing activities
1,183,018
619,886
(25,519)
158,565
1,935,920
Curzon Energy Plc
Annual Report 2022
45
Notes to the Consolidated Financial Information continued
17. Share Capital
Authorised Share Capital
As permitted by the Companies Act 2006, the Company does not have an authorised share capital.
The Company has one class of ordinary shares, which carry no right to fixed income. 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.
Issued Equity Share Capital
Ordinary shares,
number
Deferred shares,
number
Share capital,
US$
At 1 January 2021
99,639,565
83,032,971
1,105,547
At 31 December 2021
99,639,565
83,032,971
1,105,547
At 31 December 2022
99,639,565
83,032,971
1,105,547
Number
Ordinary shares
of £0.0001
Number
Deferred
shares of
£0.0099
Share
Capital, US$
Number
Ordinary
shares of
£0.01 before
subdivision
Share Capital,
US$
Issued and fully paid
Existing Ordinary Shares of £0.01 each
immediately before subdivision
-
-
-
83,032,972
1,103,457
After subdivision*:
New Ordinary shares of £0.0001 each
83,032,972
-
11,035
-
-
Deferred Shares of £0.0099 each
-
83,032,971
1,092,422
-
-
Post reorganization issue of shares
16,606,594
-
2,090
-
-
Total Share Capital
99,639,565
83,032,971
1,105,547
-
-
*On 6 May 2020, the Company’s shareholders approved the subdivision and re-designation of the
83,032,971 Existing Ordinary Shares ("Existing Ordinary Shares") of £0.01 each in the capital of the
Company into (i) 83,032,971 New Ordinary Shares ("New Ordinary Shares") of £0.0001 each and (ii)
83,032,971 Deferred Shares ("Deferred Shares") of £0.0099 each in the capital of the Company, and
to amend the Company's Articles of Association accordingly.
Curzon Energy Plc
Annual Report 2022
46
Notes to the Consolidated Financial Information continued
17. Share Capital continued
Each New Ordinary Share carries the same rights in all respects under the amended Articles of
Association as each Existing Ordinary Share did under the existing Articles of Association, including
the rights in respect of voting and the entitlement to receive dividends. Each Deferred Share carries
no rights and is deemed effectively valueless.
18. Share Based Payments
Employee Share Options
At 31 December 2022, the Company had no outstanding options to subscribe for ordinary shares.
2022
2021
Number of
options
Weighted
average
exercise
price
£
Number of
options
Weighted
average
exercise
price
£
Outstanding at the beginning of the period
280,854
0.10
280,854
0.10
Expired in the period
(280,854)
0.10
-
-
Outstanding at the end of the period
-
-
280,854
0.10
Vested and exercisable at the end of the period
-
-
280,854
0.10
During the financial year, no options (2021: none) were granted. The weighted average fair value of
each option granted during the year was £nil (2021: nil).
The exercise price of options outstanding on 31 December 2022 was £nil (31 December 2021: £0.1).
Their weighted average remaining contractual life was nil years (2021: 0.75 years).
No options were exercised during the reporting year (2021: nil).
Warrants
On 31 December 2022, there were no warrants in issue.
2022
Number of
warrants
2021
Number of
warrants
Outstanding at the beginning of the period
18,606,594
20,612,925
Granted during the period
-
-
Lapsed during the period
(18,606,594)
(2,006,331)
Exercised during the period
-
-
Outstanding at the end of the period
-
18,606,594
Vested and exercisable at the end of the period
-
18,606,594
Curzon Energy Plc
Annual Report 2022
47
Notes to the Consolidated Financial Information continued
18. Share Base Payments continued
The exercise price of warrants, outstanding on 31 December 2022 was £nil (2021: ranged between
£0.011 and £0.015). Their weighted average remaining contractual life was nil years (2021: 0.45 years).
The weighted average share price (at the date of exercise) of warrants exercised during the year
was nil (2021: nil) as no warrants were exercised.
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 sized listed companies
operating in the Oil and Gas sector.
19. 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 operations with a functional currency, which differs to the presentation currency.
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.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options granted.
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 acquirees.
20. 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.
Categories of Financial Assets and Liabilities
The Group’s activities are exposed to a variety of market risk (including 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.
Curzon Energy Plc
Annual Report 2022
48
Notes to the Consolidated Financial Information continued
20. Financial Instruments – Risk Management continued
The principal financial instruments used by the Group, from which financial instrument risk arises, are
as follows:
▪ other receivables;
▪ cash and cash equivalents;
▪ trade and other payables; and
▪ borrowings.
The carrying value of financial assets and financial liabilities, maturing within the next 12 months,
approximates their fair value 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:
2022
2021
US$
US$
Financial assets
Cash and cash equivalents
20,421
138,142
Other receivables
-
-
Restricted cash*
125,000
125,000
Financial liabilities
Trade payables
283,587
292,592
Accruals
628,934
481,999
Short-term borrowings
2,133,832
1,935,919
*Note that the restricted cash balance has been impaired to nil in the current year, see note 12 for
further details.
Credit Risk
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.
Curzon Energy Plc
Annual Report 2022
49
Notes to the Consolidated Financial Information continued
20. Financial Instruments – Risk Management continued
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.
The Company maintains its cash reserves in Barclays Bank UK PLC, which maintains the following
credit ratings:
Credit Agency
Standard and Poor’s
Moody’s
Fitch
R&I
Long Term
A/Positive
A1/Negative
A+/Stable
A+/Stable
Short Term
A-1
P-1
F1
N/A
Unsupported
Group
Credit
/Baseline
Credit
Assessment/Viability Rating
bbb+
baa3
a
N/A
Exposure to Credit Risk
The Group is exposed to the credit risk of the US Specialty Insurance Company, currently holding a
US$125,000 bond on behalf of the Company’s Coos Bay Energy LLC subsidiary. Note that this
balance has been impaired to nil in the current year, see note 12 for further details.
Market Risk - Interest Rate Risk
Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Directors’ policy
is to maintain a majority of the Group’s borrowings in fixed rate instruments. The Directors have
analysed the Group’s interest rate exposure on a dynamic basis. This takes into consideration
refinancing, renewal of existing positions and alternative financing. Based on these considerations,
the Directors believe the Group’s exposure to cash flow and fair value interest rate risk is not
significant.
Market Risk - Currency Risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign
exchange rates. Currency risk arises when future commercial transactions and recognised assets and
liabilities are denominated in a currency that is not the Company’s (Pound Sterling, £) or its
subsidiaries’ functional currency (US$). The Group is exposed to foreign exchange risk, arising from
currency exposures primarily with respect to the UK Pound Sterling (£). The Directors monitor the
exchange rate fluctuations on a continuous basis and act 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 2022:
Curzon Energy Plc
Annual Report 2022
50
Notes to the Consolidated Financial Information continued
20. Financial Instruments – Risk Management continued
+10%
-10%
US$
US$
Loss before tax
Increase in loss by
US$70,673
Decrease in loss by
US$70,673
2022
2022
2022
2021
2021
2021
Assets and liabilities by currency of
denomination, al numbers are presented
in US$
US$
£
In US$
Total
US$
US$
£
In US$
Total
US$
Financial assets
Cash and cash equivalents
53
20,356
20,410
8,931
129,211
138,142
Other receivables
-
-
-
-
-
-
Restricted cash*
-
-
-
125,000
-
125,000
Financial liabilities
Trade payables
73,917
209,671
283,587
48,918
243,674
292,592
Accruals
-
628,934
628,934
-
481,999
481,999
Short-term borrowings
499,727
1,634,105
2,133,832
454,726
1,481,193
1,935,919
*Note that the restricted cash balance has been impaired to nil in the current year, see note 12 for further details.
Liquidity Risk
The Group currently holds cash balances to provide funding for normal trading activity. Trade and
other payables and short-term borrowings are monitored as part of normal management routine
and all amounts outstanding fall due in one year or less. Borrowings are conducted in both US$ and
UK Pound Sterling and as such the Company monitors fluctuations that may impact both present
and future liquidity levels.
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.
Curzon Energy Plc
Annual Report 2022
51
Notes to the Consolidated Financial Information continued
20. Financial Instruments – Risk Management continued
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 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.
Fair Value Hierarchy
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.
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.
The Group has a loan arrangement with Poseidon Plastics Limited, a company in which John
McGoldrick is also a director. See note 16 for further details.
During the year, the Group and Company was charged £15,000 (2021: £8,208) in rental recharges
for utilized office space from Corcel Plc, a company in which Scott Kaintz is also a director. As at 31
December 2022, the Group and Company owed £28,114 to Corcel plc for such charges (2021:
£13,354).
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.
22. Events After the Reporting Period
Transaction Termination and LOI with TM2
On 18 April 2023, the Company announced that it had notified Poseidon Enhanced Technologies of
its intention to terminate discussions regarding a RTO of Curzon by PET, as originally announced on 3
February 2021. The Company further announced that it has signed an LOI with Technology Metals
Market Limited (“TM2”), to provide a working capital facility of £750,000 to fund Curzon to conduct
due diligence and ultimately progress a RTO of Curzon by a designated target by TM2, currently
expected to be in the lithium space. TM2 would be able to fund ongoing exclusivity of Curzon by
drawdowns on the offered facility.
Curzon Energy Plc
Annual Report 2022
52
Company Statement of Financial Position
as at 31 December 2022
Notes
2022
2021
£
£
Assets
Current assets
Trade and other receivables
28
24,722
32,662
Cash and cash equivalents
29
16,926
102,408
Total current assets
41,648
135,070
Total assets
41,648
135,070
Liabilities
Current liabilities
Trade and other payables
30
695,072
537,959
Borrowings
31
1,768,614
1,435,141
Total liabilities
2,463,686
1,973,100
Capital and reserves attributable to shareholders
Share capital
32
831,990
831,990
Share premium
32
2,718,932
2,718,932
Share-based payments reserve
355,269
355,269
Warrants reserve
289,481
289,481
Merger relief reserve
2,800,000
2,800,000
Accumulated losses
(9,417,709)
(8,833,702)
Total capital and reserves
(2,422,037)
(1,838,030)
Total equity and liabilities
41,649
135,070
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
£584,007 (2021: £538,176). The Company’s total comprehensive loss for the financial year was
£584,007 (2021: £538,176).
The Financial Statements were approved by the Board of Directors and authorised for issue on 27
April 2023 and are signed on its behalf by:
John McGoldrick
Director
The notes to the Company Statement of Financial Position form part of these Financial Statements.
Curzon Energy Plc
Annual Report 2022
53
Company Statement of Changes in Equity
Share
capital
£
Share
Premium
£
Share-
based
payments
reserve
£
Warrants
reserve
£
Merger relief
reserve
£
Accumulated
loss
£
Total
£
Equity at 1 January 2021
831,991
2,718,931
355,269
289,481
2,800,000
(8,295,526)
(1,299,854)
Loss for the year 2021
-
-
-
-
-
(538,176)
(538,176)
Total comprehensive loss for
the year 2021
-
-
-
-
-
(538,176)
(538,176)
Equity at 31 December 2021
831,991
2,718,931
355,269
289,481
2,800,000
(8,833,702)
(1,838,030)
Loss for the year 2022
-
-
-
-
-
(584,007)
(584,007)
Total comprehensive loss for
the year 2022
-
-
-
-
-
(584,007)
(584,007)
Equity at 31 December 2022
831,991
2,718,931
355,269
289,481
2,800,000
(9,417,709)
(2,422,037)
Curzon Energy Plc
Annual Report 2022
54
Company Statement of Cash Flows
for the Year Ended 31 December 2021
Notes
2022
2021
£
£
Cash flow from operating activities
Loss before taxation
(584,007)
(538,176)
Adjustments for:
Finance expense
153,643
115,488
Finance income
-
-
Impairment of loans and receivables
18,378
9,596
Unrealised foreign exchange movements
40,968
4,727
Operating cashflows before working capital changes
(371,018)
(408,365)
Changes in working capital:
Increase in payables
157,113
38,375
(Increase)/decrease in receivables
7,939
(2,162)
Net cash used in operating activities
(205,966)
(372,152)
Financing activities
Issue of ordinary shares, net of share issue costs
-
-
Proceeds from new borrowings
140,000
450,000
Interest paid
(1,138)
(358)
Advances granted to subsidiaries
(18,378)
(9,596)
Net cash flow from financing activities
120,484
440,046
Net increase/(decrease) in cash and cash equivalents in the period
(85,482)
67,894
Cash and cash equivalents at the beginning of the period
102,408
34,514
Cash and cash equivalents at the end of the period
16,926
102,408
Curzon Energy Plc
Annual Report 2022
55
Notes to the Company Financial Statements
23. Significant Accounting Policies
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 UK adopted International Accounting 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.
The presentational currency of the Company financial statements is UK Pounds Sterling, being the
functional currency of the Company given its operations are entirely within the United Kingdom.
Investments in Subsidiaries
Investments in subsidiaries are carried at cost and are regularly reviewed for impairment if there are
any indications that the carrying value may not be recoverable.
Receivables from Subsidiaries
Impairment provisions for receivables from related parties and loans to related parties are
recognized, based on a forward-looking expected credit loss model. The methodology, used to
determine the amount of the provision, is based on whether there has been a significant increase in
credit risk since initial recognition of the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial asset, twelve month expected credit
losses along with gross interest income are recognised. For those for which credit risk has increased
significantly but not determined to be credit impaired, lifetime expected credit losses along with the
gross interest income are recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are recognised.
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The Company’s Financial Statements, and in particular its investments in and receivables from
subsidiaries, are affected by the critical accounting judgments and key sources of estimation
uncertainty in respect of going concern judgements which are more fully described in note 2 to the
Consolidated Financial Statements.
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
Scott Kaintz, Executive Director of the Company, has been the only employee of the Company in
the reporting year after he was employed on 27 June 2018 and to date.
Key management remuneration is disclosed in note 5 to the Consolidated Financial Statements.
Curzon Energy Plc
Annual Report 2022
56
Notes to the Company Financial Statements continued
26. Administrative Expenses
2022
2021
£
£
Staff costs
229,800
217,596
Standard Listing Regulatory Costs
1,880
45,951
Professional and consultancy fees
82,858
91,178
Other general administrative expenses
54,675
43,860
Total
369,212
398,585
27. Receivables from Subsidiaries and Related Party Transactions
2022
2021
£
£
Loans to subsidiaries
-
-
Total loans to subsidiaries
-
-
During the year ended 31 December 2022, the Company recognised expected credit losses in
relation to the intercompany loans in the amount of £18,378 (2021: £19,378). This relates to the write-
off of the Company’s Coos Bay coal bed methane project in full, due primarily to the lack of capital
currently available to advance the project.
During the year ended 31 December 2022, the maximum amount owed by the subsidiary to the
Company was £18,378 (2021: £19,378). The related party loans are unsecured and are repayable at
the time of completion of a reverse takeover. In prior years interest was receivable at a rate of 9%.
No interest has been charged for the year ended 31 December 2022. At 31 December 2022, £39,368
(2021: £39,368) was accrued and included in the above balance.
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.
Curzon Energy Plc
Annual Report 2022
57
Notes to the Company Financial Statements continued
28. Prepayments and Other Receivables
2022
2021
£
£
VAT recoverable
1,446
6,230
Prepayments
23,276
26,432
Total prepayments and other receivables
24,722
32,662
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.
29. Cash and Cash Equivalents
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:
2022
2021
£
£
Cash in hand and at bank
16,926
102,408
30. Current Liabilities
Trade and Other Payables
2022
2021
£
£
Trade and other payables
173,784
180,642
Accruals
521,288
357,317
Total trade and other payables
695,072
537,959
Curzon Energy Plc
Annual Report 2022
58
Notes to the Company Financial Statements continued
31. Short-Term Borrowings
At 31 December 2022, the Company had an outstanding promissory notes and loans of £1,768,614
(2021: £1,435,141), please refer to note 16.
1 Jan 2022, £
Cash flows
Proceeds from
new
borrowings, £
Non-cash flow
Forex movement,
£
Non-cash flow
Interest accrued,
£
31 Dec
2022,
£
HNW Investor Group
323,180
-
-
34,224
357,404
C4 Energy Ltd
216,746
-
26,369
24,086
267,201
Bruce Edwards
120,353
-
14,599
12,043
146,995
Sun Seven Stars
Investment Group
("SSSIG")
302,645
-
-
26,000
328,645
Poseidon Plastics Ltd
(“PPL”)
472,217
140,000
-
56,152
668,369
Total liabilities from
financing activities
1,435,141
140,000
40,968
152,505
1,768,614
1 Jan 2021, £
Cash flows
Proceeds from
new
borrowings, £
Non-cash flow
Forex movement,
£
Non-cash flow
Interest accrued, £
31 Dec
2021,
£
HNW Investor Group
288,956
-
-
34,224
323,180
C4 Energy Ltd
191,909
-
3,059
21,778
216,746
Bruce Edwards
107,775
-
1,689
10,889
120,353
Sun Seven Stars
Investment Group
("SSSIG")
276,645
-
-
26,000
302,645
Poseidon Plastics Ltd
(“PPL”)
-
450,000
-
22,217
472,217
Total liabilities from
financing activities
865,285
450,000
4,748
115,108
1,435,141
32. Share Capital
The movements in the share capital account are disclosed in note 17 to the Consolidated Financial
Statements.
Curzon Energy Plc
Annual Report 2022
59
Notes to the Company Financial Statements continued
33. Financial Instruments – Risk Management
The Company’s strategy and financial risk management objectives are described in note 20.
Principal Financial Instruments
The principal financial instruments used by the Company from which risk arises are as follows:
2022
2021
£
£
Financial assets
Cash and cash equivalents
16,926
102.408
Other receivables
-
-
Loans due from subsidiaries
-
-
Financial liabilities
Trade payables
173,784
180,624
Accruals
521,288
357,317
Short-term borrowings
1,768,614
1,435,141
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 20, which affect the Group, the Company is also subject to
credit risk on the balances receivable from subsidiaries, see note 27. In the year ended 31 December
2022, credit losses were recognised in full in relation to all the balances receivable from subsidiaries.
Curzon Energy Plc
Annual Report 2022
60
Notes to the Company Financial Statements continued
Market Risk - Currency Risk
The Company is exposed to foreign exchange risk, arising from currency exposures primarily with
respect to the US Dollar (US$). The Directors monitor the exchange rate fluctuations on a continuous
basis and act accordingly.
Assets and liabilities by currency of
denomination, al numbers are presented
in £
2022
US$
2022
£
2022
Total
£
2021
US$
2021
£
2021
Total
£
Financial assets
Cash and cash equivalents
54
16,872
16,926
6,621
95,787
102,408
Other receivables
-
-
-
-
-
-
Financial liabilities
Trade payables
-
173,784
173,784
-
180,642
180,642
Accruals
-
521,288
521,288
-
357,317
357,317
Short-term borrowings
414,196
1,354,418
1,768,614
337,099
1,098,042 1,435,141
34. Events After the Reporting Period
Events after the reporting period are more fully described in note 22.
35. Controlling Party
At 31 December 2022, the Company did not have an ultimate controlling party.