United Oil & Gas Annual Report 2023

FY2023 Annual Report · United Oil & Gas

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Annual Report and
Financial Statements

2023

United Oil & Gas1 is an oil and gas exploration, appraisal
and development company headquartered in Dublin
and listed on the AIM market of the London Stock
Exchange. We have a large exploration licence in
Jamaica and an interest in a development asset in
the UK. We had production revenue in Egypt until early
January 2024.

Founding Year

Countries

2015

Oil & Gas Fields2

2023 Average Net Production (boepd)

1,015

1 United Oil & Gas PLC (“United” or “the Company”) and its subsidiaries (together, “United” or “the Group”).
2 Relates to the Abu Sennan Concession in Egypt which is in default from January 2024.

United Oil & Gas PLCOur purpose
Responsibly producing energy for communities
and stakeholders.

Our vision
To become a leading independent oil and gas
company focused on Jamaica, UK, North and
West Africa and Greater Mediterranean.

2
STRATEGIC REPORT

Company Overview

Strategy

Chair’s Statement

Market Overview

Chief Executive Officer’s Review

Investment Case

Business Model

Review of Operations

Financial Review

Principal Risks and Uncertainties

S172 Statement

Corporate Responsibility Report

42
GOVERNANCE REPORT

Corporate Governance Statement

Board of Directors

Director’s Report

Remuneration Committee Report

Audit and Risk Committee Report

ESG Committee Report

60
FINANCIAL REPORT

Statement of Directors’ Responsibilities

Independent Auditor’s Report

Consolidated Income Statement

Consolidated Statement of
Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash flows

Notes to the Consolidated Financial Statements

Company Balance Sheet

Company Statement of Changes in Equity

Notes to the Parent Company
Financial Statements

118
ADDITIONAL INFORMATION

Glossary

Company Information

106

107

108

118

119

2023 Annual Report and Financial Statements

COMPANY OVERVIEW

2023 group highlights

LTIF1
(per million man hours)

2022: 0

Average Net Production
(boepd)

2022: 1,312

Cash Opex
($/boe)

11.08

Gross Profit
($m)

6.2

1 Lost Time Injury Frequency Rate

1,015

2022: 10.3

(Loss)/Profit After Tax
($m)

2022: 2.3

(20.4)

2022: 12.9

Revenue
($m)

2022: 15.8

11.6

United Oil & Gas PLCOur Portfolio

Jamaica

United Kingdom

Walton Morant

Waddock Cross Oil Field

Our high-impact exploration asset
with a drill ready prospect.

Redevelopment project, which is
located onshore southern UK in Dorset.

Interest: 100%

Interest: 26.25%

Operational Phase: Exploration

Operational Phase: Development

Operator: United Oil & Gas

Operator: Egdon Resources

Egypt

Abu Sennan

On 18 January 2024, United received a default notice from Kuwait Energy Egypt
Limited, the operator of the Abu Sennan Concession. The Company did not
remedy the default and is currently in the process of completing paperwork for
the exit from the Abu Sennan Concession. Consequently, the company no longer
has any operation in Egypt to report.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONSTRATEGY

Our strategy

Create value by actively managing our existing assets
whilst growing our business through additional high-
margin opportunities.

United’s growth strategy is
supported by five key pillars

1
Value and
strength of our
existing assets

2
Commitment to
managing a
responsible
business

• Jamaica provides

• Explore, appraise and

exciting exploration
upside, with 7bn (United's
arithmetic) barrel
potential unrisked mean/
mid-case prospective
resource

• We actively manage

our portfolio to unlock
the value of each asset
throughout their lifecycle

develop energy in a safe
and responsible way

• Creating a safe work

environment

• Excellent business ethics
and good governance

United Oil & Gas PLC
United’s growth strategy is

supported by five key pillars

3
Financial
and risk
management

• Disciplined allocation
of capital to where it
generates the best
returns

• Ability to access finance
to fund future growth
opportunities

• Cost management

• Management of financial

risk and mitigants

• Flexible work
programmes

4
Experienced
team

5
Growth through
M&A

• Leveraging breadth of
experience and strong
industry relationships

• Targeting opportunities
that will deliver growth
and value

• Strong technical,
financial and
commercial capabilities
- expertise in identifying
new opportunities

• Track record of executing

• To become a leading

independent oil and gas
company focused on
Jamaica, UK, North and
West Africa and Greater
Mediterranean

deals with large
scale Exploration and
Production companies

• Remaining opportunistic
for assets outside these
areas

• Demonstrated ability

in financing significant
corporate growth

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATION

CHAIR'S STATEMENT

We look forward positively
to the year ahead

Dear Shareholders,

As we reported in September 2023 when announcing our Half-year results,
the year started positively for the company. We made progress across our
portfolio and evaluated new venture opportunities. We continued our successful
drilling campaign in Egypt, with an impressive health and safety record, and
we continued to receive a small portion of our receivables in USD despite a
challenging macroeconomic environment. Discussions with potential farm-in
partners for our Jamaica exploration asset were progressing well and the outlook
for a successful sale of our Maria asset to Quattro looked favourable.

The second half of 2023 however saw the emergence of major headwinds for the company. The
macroeconomic environment in Egypt worsened considerably, partly from the knock-on effects of the war
in Gaza, leading to issues with receiving payments in USD. Although we were paid in EGP, substantial foreign
exchange costs were incurred when repatriating these funds. In the UK, against a backdrop of regulatory
and fiscal challenges, Quattro were unable to raise sufficient funds to complete the purchase of Maria and
the licence expired in November. In Jamaica the preferred potential counterparty with whom we had been
engaged in relation to the farmout discussions, withdrew from the process.

The combination of these developments put the company’s financial position under considerable strain and
eventually this led to the Operator of the Egyptian assets issuing a default notice to the company which I
comment on later. Despite these uncertainties and challenges the management team continued to engage
in constructive discussions with the Government of Jamaica and explored ways of maximising value from our
Waddock Cross development asset in the UK.

In the latter part of 2023, the Company made the decision to divest Egypt, given the economic uncertainties
in Egypt and the company’s view of the future capex requirements on the Abu Sennan assets, we engaged in
discussions with the operator to sell the asset.

United Oil & Gas PLC

Post year end
In January 2024, the operator proceeded to issue
the company with a default notice for unpaid cash
calls of $3.8 million, which started a process which
will eventually lead to the company withdrawing
from the Abu Sennan concession. Discussions on
an agreement had reached a very advanced stage
but the negotiations were aborted based on legal
advice the company received, notwithstanding
attempts by the company to agree mutually
acceptable terms.

In Jamaica, the considerable efforts of the
management team bore fruit when in January
the company announced that terms of a two
year extension to the exploration period of the
Walton Morant licence had been agreed, which
re-invigorated the company’s efforts to find
one or more suitable farm-in partners. In the UK,
Egdon Resources, the operator of Waddock Cross
announced in March that it had received a five year
extension to the current phase of the licence, and
they were progressing plans to restart production - a
very promising development.

Against this backdrop, and in particular to provide
funds to progress the Jamaican work programme
commitment, the company completed a
fundraising of £1 million in March 2024. We thank our
existing shareholders for supporting this fundraising
and we welcome our new shareholders to what
we believe will be an exciting new phase in the
company’s journey.

Strategy
Our immediate focus is progressing the farm-out
of our Jamaican exploration asset, while continuing
to engage with Egdon on the plans for Waddock
Cross. At the same time however, we continue to
receive and evaluate many opportunities to grow
our business and we keep an open mind on those
possibilities where value-adding for shareholders
while not being distracted from our current focus on
Jamaica and the UK.

Board and governance
Jonathan Leather stepped down as COO and
Executive Director in August 2023 but continued to
provide support to the company as a consultant until
recently, particularly in relation to Jamaica. Jonathan
played a key role in the Company’s evolution and we
wish him every success in the future.

Peter Dunne stepped down as CFO and Executive
Director at the end of 2023 to take up a prestigious
CFO role in Ireland and we also wish him every
success in that endeavour. Peter made an
outstanding contribution to the company and we
are very grateful to him for supporting a smooth
transition to Simon Brett who was appointed as
Interim CFO in November. Simon brings to United a
wealth of sectoral and public market experience.

Dialogue with shareholders
Shareholders’ views on the company, its strategy, and
indeed all aspects of our business and operations
are very important to the Board and we welcome
every opportunity to engage. I can be reached via
the Company Secretary at info@uogplc.com.

Conclusion and outlook for 2024
2023 started well but proved to be a very challenging
year for the company and I would like to express
my gratitude to our executives and all staff for their
loyalty and commitment in such times.

The early months of 2024 have seen some very
positive changes with our successful fundraising
allowing us to progress the work commitment
and farm-out negotiations in Jamaica and more
generally to pursue our strategy. We look forward
positively to the year ahead.

Graham Martin
Chair

24 June 2024

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONMARKET OVERVIEW

Inflationary pressures
persisted throughout 2023

During 2023, the global economy continued its path of recovery amidst lingering
uncertainties, navigating through the aftermath of the COVID-19 pandemic
and ongoing global tensions. The macroeconomic landscape witnessed both
optimism and caution, as markets reacted to evolving geopolitical dynamics,
monetary policy shifts, and the resurgence of inflationary pressures.

The ongoing conflict in Ukraine and the outbreak of war in Gaza continued to
disrupt trade routes and impact the global energy market. Due to these factors,
the brent crude price remained high, but volatile throughout the year, ending
in December at $78/b, as tensions in the Middle East increased. Governments
focused on obtaining a sustainable domestic supply of energy in order to curb
the effects of the energy crisis, which caused energy prices to rise dramatically
throughout the year.

Climate change continued to be a prominent topic, with many claiming that
governments across the globe were not making sufficient progress. This was
demonstrated later in the year by the significant drop in uptake of electric
vehicles, particularly in Asia which was seen as a key market, due to high prices
and lack of infrastructure, prompting numerous agencies to increase their
medium to long term oil demand forecasts.

Inflationary pressures persisted throughout 2023, and despite coming down later
in the year, interest rates remained high, causing strain on the global economy.
The UK announced that it had sunk into a recession in the final six months of the
year, due to these economic pressures.

United Oil & Gas PLCPolitical and Economic Environment
The political and economic environment in 2023
remained unsettled, as the war in Ukraine continued,
and significant levels of unrest began in the Middle
East. In the UK, efforts were concentrated on bolstering
economic resilience and fostering innovation
to mitigate the impact of global uncertainties.
Geopolitical tensions added complexity to the
economic landscape, prompting policymakers to
navigate through a multifaceted array of challenges.
In the UK, pressure remained within the financial
markets, with supressed deal flow, particularly around
IPO’s and M&A deals, the number of which remained
significantly lower than in previous years despite there
being a significant increase when compared to the
same period in 2022.

Within the oil and gas industry, the UK government
announced the Offshore Petroleum Licencing Bill,
in order to safeguard domestic energy supply and
boost the UK economy. The legislation requires more
frequent licencing rounds, now to be held annually,
but that are subject to stringent emissions and
imports tests, which include that the production
of UK gas must be lower than the average of
equivalent emissions from imported LNG. In early
2024, the 33rd oil and gas licencing round was held,
with 24 licences offered in the second tranche.
United remained focused on seeking value-adding
M&A opportunities throughout the year, but these
continued to be few and far between.

Egypt
Egypt encountered economic challenges amidst
efforts to address structural issues and foster
sustainable growth throughout the year. The
country grappled with severe inflationary pressures
exacerbated by global commodity price fluctuations
and fiscal reforms. The nation also had to contend
with geopolitical unrest, exacerbated by conflicts
in Ukraine and Gaza. Nevertheless, Egypt's strategic
significance in the region remained acknowledged
by international bodies.

In December 2023, President Abdul Fattah al-Sisi
secured a third consecutive six-year term. As the
nation eyes sustained infrastructure development,
the administration faces the task of managing
burgeoning public debt and inflationary pressures.

Double-digit inflation rates persisted and escalated
to 37.4% by August 2023, while food inflation soared
to 71.7%. Egypt continues to retain its stature as one
of the world's foremost wheat importers, pivoting
towards direct procurement strategies in the wake of
the Ukrainian conflict's disruption in 2023.

The Egyptian pound struggled against the US dollar
throughout the year, trading at an official rate
of approximately 30.85 Egyptian pounds for one
USD, compared to 15.7 Egyptian pounds in 2022.
Restrictions imposed by the Central Bank of Egypt
on outgoing USD transfers, coupled with escalating
shortages, posed challenges for international
enterprises operating within Egypt, exacerbating the
shortfall in imports.

Medium-term prospects are cautiously optimistic,
with anticipated stabilization and structural reforms.
The International Monetary Fund (IMF) forecasted a
modest increase in real GDP by 3.6% in 2024.

Oil Price Dynamics
The oil market in 2023 continued to balance supply
and demand dynamics, geopolitical tensions,
and sustainability imperatives. Brent crude prices
fluctuated throughout the year, with an average
of $82/b, marking an 18.63% dip from its 2022
counterpart, responding to a multitude of factors
including OPEC+ production decisions, geopolitical
developments, and evolving global demand patterns.

Central banks ceased their rate hike endeavours
while OPEC+ imposed supply cuts in July and August
2023, propelling prices to a height of US$96.55
by September 2023. However, despite escalating
tensions in the Middle East, the year drew to a close
with oil prices on a downward trajectory, attributed
to non-OPEC+ suppliers and a weakening near term
global oil demand growth.

Although oil demand experienced an uptick of 2.1
million barrels per day compared to the previous
year, the uptrend highlighted the underlying impact
of a weakening macroeconomic backdrop. Notably,
outside of China, the pace of demand growth
dwindled significantly throughout 2023, staying at
approximately 300 thousand barrels per day during
the latter half of the year. However, the structural
lack of investment is going to lead to a potential
imbalance between oil supply and demand.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCHIEF EXECUTIVE OFFICER’S REVIEW

Well-positioned to capitalise
on emerging opportunities

Operational Highlights
United has had a year of change, from taking the
decision to terminate the agreement with Quattro
on the Maria discovery, the decision to divest out of
Egypt and a refocus on our core assets in Jamaica
and the UK. During 2023, in Egypt, our Abu Sennan
license continued steady levels of production,
contributing robustly to the Company’s overall
performance, however continued to be impacted
by the Egyptian economic situation. Our exploration
endeavours in Jamaica have shown promising
signs of potential, with ongoing activities aimed at
unlocking the considerable resource potential of
this exciting frontier. Onshore UK, our interest in the
Waddock Cross licence is progressing well, with the
operator Egdon Resources forging ahead with a
programme to restart production from this oil field.

Maria Discovery
In early 2023, we reached an agreement with Quattro
to conditionally sell the Maria Discovery which was
subject to raising the necessary finance. This disposal
was in line with our strategic decision to monetise
non-core assets. We granted a number of extensions
to the timeline for Quattro to be able to complete
the sale. However, with the wider political headwinds
and challenges in the market, Quattro was unable
to raise the necessary finance. The conditional sale
of Maria to Quattro was terminated as a result and
the subsequent exit from the licence, which was
finalised during the year, was executed in line with
our disciplined approach to portfolio management
and capital allocation. It allowed our team to focus
more on progressing talks with parties interested in
Jamaica, and the unfolding economic situation in
Egypt. Looking ahead, we are excited to get back to
the roots of United, and the strategy that propelled
the company to success in its early years, which is
the cycle of acquiring assets, adding value and then
monetising them for more than our initial investment.

Waddock Cross – providing exposure
to onshore UK
During the latter part of the year, we progressed
talks with the operator of Waddock Cross, Egdon
Resources, to develop a programme for restarting
production. The previously completed reservoir
modelling is encouraging, estimating a significant
Stock Tank Oil Initially in Place volume of 57 million
barrels of oil, with potential for a new horizontal
well that could yield 500 -800 barrels of oil per day
gross with approximately 1 million barrels of gross
oil recoverable when redeveloped. Following the
announcement in early 2024 of a licence extension
of 5 years, we continue to progress plans for the
redevelopment of Waddock Cross, which has
the potential to provide a low-risk, high-margin
opportunity for the Company as we continue to
explore future growth.

Abu Sennan – provided steady production
throughout the year
Our operations at the Abu Sennan licence
continued to deliver steady production throughout
the year, with a number of wells successfully
drilled and brought into production. Due to the
declining economic situation within the country,
receivables continued to be an issue. This, coupled
with the ongoing economic unrest in Egypt, led
to the Company making the strategic decision to
divest from Egypt in late 2023 and the company
was in advanced discussions with the operator
regarding the potential sale of the 22% interest in the
concession. However, discussions were aborted with
the operator following legal advice, nothwithstanding
attempts to agree a mutual acceptable sale and
purchase agreement. In January 2024, we received
a default notice from the operator for a cash call
for the sum of $3.8 million which we did not remedy.
This started a process which will eventually lead to
the Company withdrawing from the Abu Sennan

United Oil & Gas PLCConcession. We received a couple of payments from
Egyptian General Petroleum Corporation of USD $50
thousand in January 2024, and a further $1 million
during April 2024, which was allocated as part of the
settlement agreement terms which was reached
with our debt provider. This strategic realignment
allows the Company to concentrate its resources
and expertise on its licenses in Jamaica and onshore
UK, where significant opportunities for growth and
value creation exist.

Jamaica – a transformational asset with significant
support from government
We remain confident that the Walton Morant
licence has the potential to be transformational
for United. During 2023, our exploration activities
progressed steadily, with encouraging signs of
hydrocarbon potential in this emerging frontier, and
a number of high-calibre organisations continuing
to show interest in partnering with us to bring
this highly prospective asset into production. Our
ongoing efforts are focused on delineating and
de-risking the prospectivity, leveraging advanced
technologies and geological insights to unlock
value in this promising basin. We remain aligned
with the Jamaican Government and committed to
demonstrating the huge potential this area has for
significant levels of hydrocarbons. The 2024 work
programme is well underway, and we continue to
work with stakeholders in Jamaica to ready the
asset for the entry of a farm out partner.

Financial Performance
2023 was a challenging operating environment,
United results reflect the impact of the writedown of
the Egyptian asset of circa $20 million, resulting in a
loss for the year. We have maintained our disciplined
cost management, operational efficiencies, and
strategic divestments enabled us to navigate
market uncertainties.

Outlook and Future Prospects
United is well-positioned to capitalise on emerging
opportunities within the oil and gas market and
advance our 2024 work programme aimed at
delivering long-term value to our shareholders
aligned with securing a farm out partner in Jamaica
and potential acquisition of growth assets.

Our asset portfolio, operational expertise, and
commitment to sustainable growth underpin our
confidence in navigating the evolving energy
landscape. As we look forward, and to where we are
now in 2024, we now have the opportunity to focus
on our core assets, and have the capacity to focus
on growth through the acquisition and development
of prospective assets, underpinned by our ownership
of the highly prospective Walton Morant licence and
our onshore UK asset.

We are focused on executing our strategic priorities,
driving operational excellence, and maximizing
shareholder returns. I would like to express my
sincere gratitude to our shareholders, employees,
partners, and stakeholders for their unwavering
support and dedication, as we embark on the next
phase of our growth journey.

The Group and Company has sufficient resources for
the twelve months from the date of signing. However,
the directors have considered various matters and
concluded that a material uncertainty exists which
is discuss further in the going concern disclosure on
page 23.

Brian Larkin
Chief Executive Officer

24 June 2024

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONINVESTMENT CASE

A focus on future growth

Reasons to invest

United Oil & Gas PLC

1 Value opportunity

United is poised to play a key role in securing energy supply within its key markets
alongside focusing on being a responsible oil and gas company.

2 Re-focused, opportunities led business

Re-focusing on core assets, with the goal of allocating resources into acquiring
and developing potentially world-class projects.

3 Transformational potential

Jamaica remains a core asset for United, with the potential to be transformational
for the company, with an estimated 7 billion barrels unrisked mean/mid-case
prospective resources across the basin based on United's arithmetic sum.

4 Focused on inorganic growth

United is creating growth opportunities both through the potential acquisition,
development and sale of projects, and the development of existing assets, such as
the prospective Waddock Cross.

5 Disciplined approach to capital allocation

Capital to be focused on progressing core assets and exploring growth
opportunities.

6 Strong management team

Experienced and entrepreneurial management team who are commitment to
running a responsible business. Strong subsurface, commercial and technical
capabilities, bolstered by recent appointments including Herona Thompson,
Jamaica Country Manager.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONBUSINESS MODEL

Our business model
is to deliver value

What we need to execute our business model

Our people, our strengths and capabilities
We rely on our people; their experience and diverse skill sets to deliver for our stakeholders. We have:

• Business ethics and integrity.

• Highly skilled subsurface, commercial and finance who have considerable experience with capital markets

and in supporting local management.

• Strong industry relationships.

• A track record of identifying and acquiring highly prospective assets.

Our assets/portfolio
We have a portfolio of potentially high-impact assets and an exciting work programme for 2024.

•

In Jamaica, we have an estimated 7 billion barrels (based on United's arithmetic) unrisked mean
prospective resources across the basin.

• Onshore UK, in Waddock Cross we have a significant Stock Tank Oil Initially in Place volume of 57 mmbbls, as
well as a new horizontal well which could yield commercial production of 500-800 bopd and up to 1 million
barrels of oil recoverable.

• We actively manage our portfolio to achieve best commercialisation opportunities at the right time of our

current portfolio.

• We look to also grow by pursuing new venture opportunities that meet our investment criteria.

• We commit to working responsibly across all our activities. This means working in a safe, secure,

environmentally, and socially responsible manner.

Financial flexibility and resilience
We apply strict capital discipline and investment criteria to our investment decisions and actively manage our
portfolio to optimise capital allocation.

• We have a balanced capital allocation policy with the focus to enhance the value of our high impact assets.

• We have access to capital markets and have established relationships with debt and equity providers.

United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

What we do

Responsible value creation

Explore, appraise and develop
We develop projects and drill wells on existing
discovered reserves and resources to produce oil
and gas. We aim to maximise returns through our
low-operating costs. We explore for oil and gas in our
existing licences. We conduct operations responsibly
and safely.

We are committed to making a positive contribution,
wherever we do business, by delivering tangible
benefits to our stakeholders. This includes the
value distributed through salaries, taxes, payments
to authorities, contractors and suppliers, capital
spending and social investment.

Grow
Organic growth through disciplined and careful
reinvestment into existing assets that will generate
value.

Inorganic growth via acquisitions with a focus on
production.

Monetise
We are an oil and gas company. United’s business
model is to hold assets within the oil and gas life
cycle to deliver value for stakeholders. We review our
portfolio regularly and our assets are monetised at
different stages of the oil and gas cycle to optimise
the portfolio and value creation.

Shareholders and financing partners
• Oil and Gas revenue and cashflows when in

production.

Employees
• Zero incidents recorded for LTI’s.

• Salaries and benefits.

Business partners and suppliers
• National economic growth through local sourcing,

employment and using local suppliers.

Governments and regulators
• Payments to Governments via royalties, taxes and

levies.

Local community investment
• Social investment into capacity building.

• Joint operating companies have contributed
to national economic growth through local
employment, training and industry upskilling.

2023 Annual Report and Financial Statements

REVIEW OF OPERATIONS

Zero LTI’s, TRIR’s and a minor
environmental incident

Introduction

2023 was an active year for United
with drilling and workover activities
in Egypt, technical work programmes
execution in Jamaica and the UK,
licence management, farmout
and divestment activities in all
three jurisdictions. It was a year of
transition with the company’s Chief
Operations Officer, Dr Jonathan
Leather, stepping back from board
activity at the end of August 2023.
Dr Leather continued in a technical
advisory capacity through the
rest of the year to assist the
company’s activities, particularly
in Jamaica. United continued its
record of zero LTI’s, TRIR’s and a
minor environmental incident. The
company had an average daily net
production of 1,015 boepd during
2023, with all production coming
from the company’s interest in the
Abu Sennan Concession in Egypt.

United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

Jamaica

Walton Morant Licence
(100% working interest)
The Walton Morant licence is a 22,400km2 offshore
exploration block situated to the south of the island
of Jamaica. Although considered to be a frontier
exploration licence, it benefits from excellent data
coverage, including 2,250km2 of 3D data, and this
has helped define multiple plays, and material
prospectivity within the acreage. Over 7 billion
barrels of mean/mid-case recoverable unrisked
potential prospective resources have been
identified within the Walton Morant Licence area.
This estimation is based on United's arithmetic
sum of the mean/mid-case prospective resources
for each prospect and lead identified by United
and previous operators. The area includes over
21 prospects and leads, each containing more
than 100 million barrels of oil. The largest of which
potentially contains more than 1.1 billion barrels mid
case prospective resource recoverable.

There are 11 high grade prospects and leads included
in the Gaffney Cline and Associates Prospective
Resources Report which contains over 2.4 billion
barrels of recoverable unrisked mean prospective
resources potential, containing several 3D-defined
prospects and 2D leads.

Through 2023, United continued to execute the
agreed 2022-2024 technical work programme,
which was completed within the timeframe of the

extension period. United continued to constructively
engage with the Jamaican Ministry of Science,
Energy, Telecommunications and Transport (MSETT)
throughout 2023. In early 2024, United announced
an agreement with MSETT to extend the Initial
Exploration Phase of the licence for a further 2
years in exchange for an additional, cost-effective
technical work programme. This consists of a piston
coring survey and seismic reprocessing and is
aimed at further derisking the prospectivity seen. This
technical work is underway, and in early 2024 United
appointed a Country Manager to, amongst other
tasks, assist in permitting and operational planning
ahead of the piston coring survey. The licence
now runs until January 2026 before a “drill-or-
drop” decision is required to move into the Second
Exploration Phase of the licence, a 2-year phase that
carries a well commitment.

United continues to run a farm-out campaign to
attract partners to the Licence and its undoubted
potential. The farm-out campaign remains a key
focus for United as we seek to move this potentially
transformational project forward. Both Envoi Ltd and
Energy Advisors Group (EAG) have continued to be
engaged as advisors on the farm-out process with a
view to attracting potentially interested parties to the
opportunity. United are in discussions with a number
of companies who have expressed an interest in
the opportunity, and United remain confident of
attracting a partner to the Licence.

billion barrels of recoverable unrisked mean/mid-case

prospective resources (United's arithmetic)

2023 Annual Report and Financial Statements

UK Offshore
P2519
Outer Moray Firth
Licence P2519 containing the Maria discovery
covered an area of circa 225 km2 in the Outer Moray
Firth Basin of the UK Central North Sea (CNS).

In January 2023, United announced the completion
of a Contingent Resources Report (CPR) on the
Maria Discovery located within Licence P2519.
The report broadly agreed with United’s own
assessment of the discovery and assigned mid-
case 2C gross contingent resources for the Forties
and Dornoch reservoirs of the Maria discovery are
estimated at 6.3 mmbbls and 23.3Bcf (10.2 mmboe).

United announced in January 2023, a binding but
conditional Asset Purchase Agreement (APA) with
Quattro Energy Limited for the divestment of the
P2519 licence. On 1 November 2023 after several
extensions and despite regulatory consent for the
transfer of the licence being approved, Quattro had
not satisfied the funding conditions of the transfer of
the licence and the parties elected to terminate the
agreement, and the licence subsequently lapsed on
30 November 2023.

REVIEW OF OPERATIONS
continued

UK Onshore
Waddock Cross Oil Field
(26.25% Non-Operated Working Interest)
United currently hold a 26.25% non-operated
working interest in the Waddock Cross oil field
redevelopment project, which is located onshore
southern UK in Dorset. The field redevelopment is
located ~12 km west of the Wareham oilfield, and
~15km west of the giant Wytch Farm Oil Field, which
is one of the largest onshore oilfields in western
Europe. The project is operated by Egdon Resources
who are highly experienced in operating oil and gas
exploration and production activities onshore UK.

Waddock Cross was the first asset United Oil & Gas
acquired in 2016, shortly after the company was set
up, and is a key asset for the company.

Reservoir modelling work recently completed by the
operator estimates that Waddock Cross contains a
significant Stock Tank Initial in Place oil volume of 57
mmbbls. A new well with a horizontal section in the
reservoir could yield commercial oil production of
between 500 and 800 bopd and such a horizontal
well could ultimately result in the recovery of around
1 mmbbls gross of oil.

Initial well planning and production facilities design
has been completed. In April 2024, the partnership
received a 5-year extension to the PL090 licence
which contains the Waddock Cross field from the
North Sea Transition Authority, which is the industry
regulator in the UK.

Further planning permission and permitting
application processes are continuing ahead of plans
to drill during 2025 and we look forward to providing
updates as and when these planning and permitting
milestones are achieved. United continues to support
the operator in their planning and permitting efforts
and to deliver the well which will hopefully result in
near-term, low-risk, low-cost, high-value production
barrels for the benefit United and our shareholders.

United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

Egypt

Onshore
Abu Sennan
(22% Non-Operated Working Interest
(discontinued operations))
The Abu Sennan licence is located in the Abu
Gharadig Basin in the Western Desert, onshore Egypt,
circa 200km west of Cairo. United acquired its 22%
working interest in the licence in February 2020.

United’s working interest production for 2023
averaged 1,015 boepd for the year which was in
line with guidance. The company was involved in
the drilling and/or completion of 4 wells in 2023, 2
exploration and 2 appraisal/development. During
the year a number of workovers were completed
in order to maintain or enhance production from
existing wells.

The year began with the completion of drilling
operations on the ASW-1x exploration well, 10 days
ahead of schedule and under budget. The ASW
structure was an exploration target in the SW of the
Abu Sennan exploration licence area. Although the
well encountered net reservoir in the target reservoir
sections, log analysis concluded these reservoirs
did not contain hydrocarbons. The well was
subsequently plugged and abandoned.

The ASH-8 development well on the ASH field was
spudded on 22 January 2023 and reached TD
on 21 February 2023. This well was targeted at an
undrained part of the ASH field and encountered
22m net oil pay in the Alam El Bueib primary
reservoir. The well was completed as a producer
and commenced production at a stabilised rate
of 656 bopd and 0.58 mmscfd, net to United’s 22%
working interest.

On completion of operations at ASH-8 the rig was
moved to drill the ASD-3 development well on the
ASD field, located in the north of the Abu Sennan
Concession area. This well started drilling in early
April 2023 and reached TD on the 8 May 2023 having
encountered 12.5m net pay in the primary Abu Roash
“C” and “E” reservoirs and was brough onstream at
124 bopd net to United’s 22% working interest.

On 11 November 2023, the ASD S-1X well commenced
drilling. This exploration well was drilled to test the
ASD South exploration target to the south of the
existing ASD field and targeting similar reservoir
intervals to those on production at ASD. The well
reached a TD of 3,450m on 12 December 2023 and
log analysis indicated the presence of 9.5m net
pay in the Abu Roash “C” reservoir. The well was
subsequently tested at a maximum rate of 2,173
bopd gross, and in early January 2024, a notice
of a commercial discovery and application for a
development lease for ASD South was made to the
Egypt General Petroleum Corporation ("EGPC").

On 18 January 2024, United received a default
notice for outstanding cash calls for the sum of
$3.8 million from Kuwait Energy Egypt Limited, the
operator of the Abu Sennan Concession. The details
and background which have been set out in the
Chair’s statement. The Company did not remedy the
default and is currently in the process of completing
paperwork for the exit from the Abu Sennan
Concession. Consequently, the company no longer
has any operation in Egypt to report.

2023 Annual Report and Financial Statements

FINANCIAL REVIEW

Prudently managing
capital to generate value

This Financial Review provides an overview of the Group’s Financial Performance for
the year end 31 December 2023 and of United’s financial position as at that date.

The Group’s performance for 2023 can be split into two periods. The pre and
post October performance. The pre-October performance was stable, with
issues around the repatriation of US dollars. However, the post-October 2023
was impacted by the Geo-political instability in the region and the war in Gaza.
This compounded the issues in repatriating US dollars from Egypt as there was
a shortage of currency in the country, which resulted in Egypt paying in Egyptian
pounds creating considerable foreign exchange losses.

Net production was down 23% and revenue down 26.58% while the cash
generated from operations was $10.1m (2022: $8.7m) and EBITDAX $4.8m (2022:
$13.3m) taking into account discontinued operations. The net cash generated for
the Group was approximately $2m (2022: $2m) in line with previous year. The net
cash generated for the group was achieved through tight management of the
cashflows and delay in the payment of the debt facility. The capital program for
2023 was $6.2m (2022: $8.6m).

Gross Profit
($m)

6.2

2022: 12.9

(Loss)/Profit After Tax
($m)

2022: 2.3

(20.4)

United Oil & Gas PLCSTRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

Cash Opex
($/boe)

11.08

2022: 10.3

Revenue
($m)

2022: 15.8

11.6

Financial results summary

Net average production volumes (boepd)

Oil price realised ($/bbl)

Gas price realised ($/mmbtu)

Revenue (discontinued operations)

Gross profit (discontinued operations)

Cash operating cost per boe 1

Exploration costs written off

(Loss)/profit after Tax

Basic (loss)/profit per share (cents)

Capex

EBITDAX2

Cashflow from Operating Activities

1 22% interest net of government take
2 See Non-IFRS measure

2023

1,015

81.38

2.63

$11.6m

$6.2m

$11.08

$1.4m

($20.4m)

(3.10)

$6.2m

$4.8m

$10.1m

2022

1,312

96.10

2.63

$15.8m

$12.9m

$10.30

$0.7m

$2.3m

0.36

$8.6m

$13.3m

$8.7m

Group production and commodity prices
(discontinued operations)
Total group working interest production for 2023
was 1,015 boepd, a decrease of c. 23% for the year
(2022: 1,312 boepd) This decrease reflects the decline
in production that occurred from the existing well-
stock during 2023, partially offset by additional
production from drilling activity and workovers. The
Group’s average realised oil price was $81.38/bbl
representing an decrease of 15.32% on the prior year,
and the fixed gas price was $2.63/mmbtu. Group
revenue for the year totalled $11.6m representing
a reduction of 26.58% on the prior year. Revenues

from the Abu Sennan concession are stated after
accounting for government entitlements under the
production sharing contract. Crude oil from Abu
Sennan is sold as Western Desert Blend and the
average discount to Brent was $1.56/bbl.

Group operating costs
Total Group cash operating costs were $4.1m (2022:
$4.9m). The cash operating cost per barrel has
increased to $11.08/boe in 2023 (2022: $10.3/boe)
with this increase primarily relating to the increase in
variable costs due to higher fuel costs coupled to a
reduction in production compared to the prior year.

2023 Annual Report and Financial Statements FINANCIAL REVIEW
continued

Group Depreciation, Depletion and
Amortisation (DD&A)
Group DD&A associated with producing and
development assets amounted to $3.6m (2022:
$3.3m). DD&A per boe was $9.77/boe in 2023
(2022: $6.72/boe).

Administrative expenses
Administrative Expenses for the year totalled $4.2m
(2022: $3.6m restated) Adjusting for the non-cash
items under IFRS 2 Share Based Payment, impairment
of assets and IFRS 16 Leases, the administrative
expense is $3.9m (2022: $3.2m). Included in
Administrative expenses are foreign exchange losses
of $1.4m (2022: $1.1m) with the increase being due
primarily to realised losses on the devaluation of the
Egyptian pound versus the USD during the year.

The Group is reviewing a number of initiatives to
further reduce General and Administration costs
whilst ensuring continuity of operational capability.
These will be ongoing during the year to ensure we
maximise cost savings where possible.

Divestments
In January 2023, the Company signed an agreement
with Quattro Energy for the conditional sale of UK
Central North Sea (UK CNS) Licence, P2519 for a
consideration of up to £5.7m (c. $7m). In August 2023,
we received $0.1m as a non-refundable deposit to
extend the closing period. However, the Company
was unable to complete the sale of Maria Licence
(P2519) to Quattro Energy, as they were unable to
raise the funds to complete the transaction which
was terminated on 1 November 2023. The Maria
Licence expired on 30 November 2023 which resulted
in a write off of $1.1m.

Post year end, the Group announced in January 2024,
that it had received a default notice from Kuwait
Energy Egypt Limited for $3,822,143, the operator of
the Abu Sennan concession in Egypt. From late 2023,
the Group had been in advanced discussions with
a Subsidiary of Kuwait Energy Egypt Limited about
acquiring the 22% interest, but this was aborted based
on legal advice, notwithstanding attempts by the
company to reach agreement on mutually accepted
terms. The Group did not remedy the default and is in
the process of withdrawing from the Concession.

Derivative financial instrument
At the 31 December 2023, the company had an
amount of c. $1.2 million outstanding to our debt
provider. The facility was due to be fully paid by the
end of the year, however due to geo-political turmoil
in the middle east from the Gaza War and the
impact of foreign exchange losses on the Egyptian

pound, we were unable to extinguish the debt. An
agreement was reached post year end in relation to
the settlement terms of the debt facility.

Taxation and other income
The Egypt concession was subject to corporate
income tax at the standard rate of 40.55%. However,
responsibility for payment of corporate income taxes
falls upon EGPC on behalf of UOG Egypt Pty Ltd. The
Group records a tax charge with a corresponding
increase in other income for the tax paid by EGPC on
its behalf.

(Loss)/profit post tax
The loss for the year from operations was ($20.4m)
(2022: profit $2.3m).

Cash flow
Net cashflow from continuing operations amounted
to $10.1m (2022: $8.7m), a increase of 16.1% compared
to 2022. Cost control and liquidity management both
served to protect the cashflows.

Capital investment
Total capital expenditure on continuing operations
for the year amounted to $6.2m (2022: $8.6m), with
$1.7m incurred on the two successful development
wells, $0.8m on one exploration wells and $3.0m on
other development and infrastructure projects in
Abu Sennan. The remaining $0.7m was invested in
other assets across the remainder of the portfolio.

The Group will continue to focus on capital
discipline with 2024 capital investment largely
directed at maximising value from the Group’s
assets. The Group’s cash capital expenditure for the
full year is forecasted to be funded from available
cash resources which are subject to the cashflow
assumptions outlined in the going concern note.

Balance sheet
Intangible assets decreased during the year to
$6.1m (2022: $7.4m). Additions for the year amounted
to $0.7m in Egypt, $0.4m Jamaica and $0.2m on
UK assets. The Group has written off $1.1m on the
expiration of the licence for Maria and $1.5m in
Egyptian exploration expenses.

The movement in Property, Plant and Equipment was
circa $20m which was the result of the impairment
of the Abu Sennan concession. Additions were $5.0m
in total, with a DD&A charge of $3.5m on a unit of
production basis.

Trade and other receivables amounted to $2m and
included $1.1m of accrued income on oil and gas
sales. Borrowings at year end were $1.2m.

United Oil & Gas PLCGoing concern
The Group’s business activities, together with the
factors likely to affect its future development,
performance and position are set out in the Chair’s
statement and the Strategic Report.

United regularly monitors its business activities,
financial position, cash flows and liquidity through
the preparation and review of detailed forecasts.
Scenarios and sensitivities are also regularly
presented to the Board, which could affect the
Group’s future performance and position. A base
case forecast has been considered which includes
budgeted commitments, a Jamaican farmout with
some back costs recovered, the 166m warrants
being exercised in December 2024 and receipt of our
outstanding receivables from the Egyptian General
Petroleum Corporation. The key assumptions and
related sensitivities include a “Reasonable Worst
Case” ("RWC") sensitivity where the Board has
considered a scenario with significant aggregated
downside, including a delay in the farmout, subject
to different terms and conditions than budgeted,
delay in exercise of warrants, delay in receiving
outstanding receivables and an equity raise.

Under the combined RWC, the Group forecasts there
will be sufficient resources to continue in operational
existence for the foreseeable future. The various
assumptions considered were:

a. 50% reduction in receivables from Egyptian

General Petroleum Corporation

b. Securing a Jamaica farmout with various

reimbursement of back costs

c. No Jamaica Farmout in the period

d. Exercise of the Warrants in December 2024

e. No Exercise of Warrants

The likelihood of all the downside sensitivities
occurring simultaneously is unlikely. Under such a
RWC scenario, we have identified suitable mitigating
actions, including deferring capital expenditure,
adjusting the Group's cost base, and potentially
undertaking an equity raise, which would be subject
to market conditions and is not guaranteed to
succeed. However, based on past experience, the
Directors believe that an equity raise is likely to be
successful.

Based on the forecast prepared by the Directors, the
Group and Company will be able to discharge all
liabilities as they fall due.

if necessary, obtain further equity funding. However,
there is no guarantee that the Company will be able
to secure a farmout or such equity funding.

The Directors have considered the various matters
set out above and have concluded that a material
uncertainty exists that may cast significant doubt on
the ability of the Group and Company to continue
as a going concern and the Group and Company
may therefore be unable to realise their assets or
discharge their liabilities in the normal course of
business. Nevertheless, after making enquiries and
considering the uncertainties described above,
the Directors are of the view that the Group and
Company will have sufficient cash resources
available to meet their liabilities and continue in
operational existence for at least 12 months from the
date of approval of these 2023 financial statements.

On that basis, the Directors consider it appropriate to
prepare the financial statements on a going concern
basis. These financial statements do not include any
adjustment that would result from the going concern
basis of preparation as not appropriate to use.

Financial outlook
United’s financial strength is founded on our long-
term approach to prudently managing capital to
generate value for shareholders.

We have streamlined our portfolio of assets and
reduced our operational costs while we search for
new opportunities. Our focus will be on financial
discipline for 2024 as the business recovers from the
disappointment of 2023.

The Jamaica farmout for 2024 will be the key
initiative while continuing to progress the
preparations for drilling the Waddock Cross well
which will be in 2025.

Post year end, we raised £1 million in March 2024
through an equity placing and in May 2024, we
reached a settlement agreement with our debt
provider which enables the company to focus on
moving the work programs forward for Jamaica and
Waddock Cross.

Based on the cashflow and cashflow assumptions
outlined in the going concern note, United is
expected to have cash resources to be able to fund
its 2024 work program.

Simon Brett
Interim Chief Financial Officer

The Directors believe that the Company is
reasonably likely to achieve a Jamaican farmout or,

24 June 2024

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONPRINCIPAL RISKS AND UNCERTAINTIES

A consistent approach
to risk

United continuously monitors and evaluates its Principal and Emerging risks
across the Company. In 2023, these risks included the conflicts in Ukraine
and Israel and their impact on the global macroeconomic and geopolitical
environment. The Audit and Risk Committee has delegated powers from the
Board and oversees Risk Management, including risk assessment criteria,
decision making on how to enhance the effectiveness of risk mitigations and
oversight of the Group risk register. The Audit and Risk Committee reports to the
Board regarding the effectiveness of Risk Management measures ensuring that
the approach to risk is consistent with the Group’s strategy and risk appetite.

The Board has considered the potential impact of these risks and related events
on its corporate strategy, and stakeholders’ perspectives of the Company.

Oil and gas independents are closely monitoring
the pace of the energy transition away from fossil
fuels. Factors such as climate change, shifts in
public perception, investor attitudes, energy and
climate policies, carbon pricing, and advancements
in CO2 emission reduction technologies are
reshaping the landscape for all oil and gas
companies. This emerging risk is a subset of the
principal risk of climate change.

The following pages provide a summary overview
of the principal risks to the Company at the end
of 2023, the potential impacts, causes and the
mitigation measures.

Emerging risks
Within the Company Risk Management, emerging
risks are considered as part of the identification
phase. These are risks that cannot yet be fully
assessed, risks that are known but are not likely to
have an impact for several years, or risks which
are unknown but could have implications for the
business going forward.

The macro-economic situation in Egypt worsened
in 2023 due to the ongoing war in Ukraine and
the outbreak of conflict in Gaza in October 2023.
This led to reduced USD liquidity, increased local
inflation, and a devaluation of the EGP against
the USD throughout the year. Although the Joint
Venture’s ability to execute its work program
remained unaffected, operational costs and foreign
exchange losses increased. While inflation and USD
liquidity challenges are affecting Egypt in the short
to medium term, the energy sector's significance
to the broader Egyptian economy suggests limited
impact on the sector.

United Oil & Gas PLCCorporate Risk Matrix
Plots the likelihood of each risk that the management believe could influence performance.

High

d
o
o
h

i
l

e
k
i
L

Low

5 High

Impact

Strategic
1. Insufficient capital available

to complete further
acquisitions in line with
growth strategy

2. Health, Safety, Environmental

and Social risk

3. Climate change and energy

transition

Financial
4. Commodity price risk

5. Liquidity risk for completion of
planned work programmes
and going concern

Operations
6. Unable to ascertain the

presence of hydrocarbons

7. Misalignment of joint venture
partners causing impact on
work programmes and cash
flow

Reputational
8. Reputational damage

9. Business conduct & bribery

10. Political / regional risk

These risks are similar to those faced by many companies in the oil and gas industry. A description of the
principal risks, impact, cause and mitigating factors and controls, are set out in the table on page 26. The risks
in the table are not in order of priority nor is it an exhaustive list of all risks that may impact the Group, but
rather the Board’s view of principal risks at this point in time.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONPRINCIPAL RISKS AND UNCERTAINTIES
continued

The principal risks and their mitigations are detailed below:

STRATEGIC

Risk

Insufficient capital available to complete further
acquisitions in line with growth strategy

Impact

Causes

Mitigation

• Work programme restricted by reduced capital

• Equity and debt markets reducing investment in oil and

• Regular review of funding options

availability

• Inability to grow in line with growth strategy
• Failure to replenish the portfolio
• Loss of value
• Inability to replace reserves and sustain production

levels

gas activities

• Proactive discussions with equity and debt providers

• Pressure on capital providers to avoid fossil fuel projects

• Seek to ensure adequate returns are generated for

• Commodity Prices/Economic Conditions

investors

• Geopolitical risks

Health, Safety, Environmental (HSE) and Social risk

• Serious injury or death Environmental impacts

Reputational damage

• Regulatory penalties and clean-up costs
• Operational outages

• HSE risks or environmental and safety incidents

• Better understanding and input into our Operator’s

• Climate change impacts on the sector

health and safety processes and metrics

• Preclusion from activity due to Governmental / Societal

• Insurance procured to address insurable risks

view of industry

• Comply with all legislative/regulatory frameworks where

Climate change and energy transition

• Providers of capital limit exposure to fossil fuel projects
• Climate-related policy changes
• Reputational damage
• Retaining and attracting talent
• Risk of additional impairment of assets

applicable

• Engage more widely to advocate the continuing

importance of the role of oil and gas in the global

energy mix

• ESG Committee of the Board

• Support local communities by social investing in health

and education

• Pressure on investors to divest out of fossil fuel

• Using our influence with the Joint Venture (JV) partner to

companies / projects

identify emissions, and emissions reduction plan

• Inability to find economically viable CO2 reduction

• Being a responsible operator and owner of hydrocarbon

solutions

assets

• Global transition to a lower carbon intensity economy

• Building in a carbon intensity study and mitigations into

Increased climate regulation and disclosure

any new exploration/development scenario

• Increase in carbon taxes / decarbonisation charges

• The importance of energy security throughout the

• Consumer sentiment, potentially causing radical /

energy transition period

transformational shifts in consumption of fossil fuels

FINANCIAL

Risk

Commodity price risk

Liquidity risk for completion of planned work programmes
and going concern

Impact

Causes

Mitigation

• Reduction in potential future cash flow
• Uncertainty in planning
• Inability to fund work programme or invest for growth
• Value impairment of projects

• Oil and gas market volatility

• Lower long-term prices

• Work programme restricted by reduced capital

• Delay in the payment of receivable balance due from

• Capital Allocation ensuring only robust investments are

availability

• Inability to grow in line with growth strategy
• Loss of value
• Inability to replace reserves and sustain production

levels

• Risk of losing licence

EGPC

• Cost inflation

• Oil hedging framework in place which complies with

lending obligations

• Close monitoring of business activities and cashflows

including downside oil price scenarios

• Capital discipline with focus on progressing investments

that are robust in a low oil price environment

approved

• Active management of discretionary costs

• Effective cashflow forecasting and liquidity management

• Maintain effective systems and controls

United Oil & Gas PLCThe principal risks and their mitigations are detailed below:

STRATEGIC

Risk

acquisitions in line with growth strategy

availability

Health, Safety, Environmental (HSE) and Social risk

• Serious injury or death Environmental impacts

• Inability to grow in line with growth strategy

• Failure to replenish the portfolio

• Inability to replace reserves and sustain production

• Loss of value

levels

Reputational damage

• Regulatory penalties and clean-up costs

• Operational outages

Insufficient capital available to complete further

• Work programme restricted by reduced capital

• Equity and debt markets reducing investment in oil and

gas activities

• Pressure on capital providers to avoid fossil fuel projects
• Commodity Prices/Economic Conditions
• Geopolitical risks

• Regular review of funding options
• Proactive discussions with equity and debt providers
• Seek to ensure adequate returns are generated for

investors

Impact

Causes

Mitigation

• HSE risks or environmental and safety incidents
• Climate change impacts on the sector
• Preclusion from activity due to Governmental / Societal

view of industry

• Better understanding and input into our Operator’s

health and safety processes and metrics

• Insurance procured to address insurable risks
• Comply with all legislative/regulatory frameworks where

applicable

• Engage more widely to advocate the continuing

importance of the role of oil and gas in the global
energy mix

• ESG Committee of the Board
• Support local communities by social investing in health

and education

Climate change and energy transition

• Providers of capital limit exposure to fossil fuel projects

• Pressure on investors to divest out of fossil fuel

• Using our influence with the Joint Venture (JV) partner to

• Climate-related policy changes

• Reputational damage

• Retaining and attracting talent

• Risk of additional impairment of assets

companies / projects

identify emissions, and emissions reduction plan

• Inability to find economically viable CO2 reduction

• Being a responsible operator and owner of hydrocarbon

solutions

assets

• Global transition to a lower carbon intensity economy

• Building in a carbon intensity study and mitigations into

Increased climate regulation and disclosure

any new exploration/development scenario

• Increase in carbon taxes / decarbonisation charges
• Consumer sentiment, potentially causing radical /

transformational shifts in consumption of fossil fuels

• The importance of energy security throughout the

energy transition period

FINANCIAL

Risk

Commodity price risk

and going concern

Impact

Causes

Mitigation

• Reduction in potential future cash flow

• Uncertainty in planning

• Inability to fund work programme or invest for growth

• Value impairment of projects

• Oil and gas market volatility
• Lower long-term prices

• Oil hedging framework in place which complies with

lending obligations

• Close monitoring of business activities and cashflows

including downside oil price scenarios

• Capital discipline with focus on progressing investments

that are robust in a low oil price environment

Liquidity risk for completion of planned work programmes

• Work programme restricted by reduced capital

• Delay in the payment of receivable balance due from

• Capital Allocation ensuring only robust investments are

• Inability to grow in line with growth strategy

• Inability to replace reserves and sustain production

availability

• Loss of value

levels

• Risk of losing licence

EGPC

• Cost inflation

approved

• Active management of discretionary costs
• Effective cashflow forecasting and liquidity management
• Maintain effective systems and controls

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONPRINCIPAL RISKS AND UNCERTAINTIES
continued

OPERATIONAL

Risk

Impact

Mitigation

Unable to achieve production targets/recover reserves

• Potential future cashflow depend on production /

• Subsurface uncertainty and inaccurate field / reserves

• Engagement of reputable reserves auditors with focus

reserves targets being met

• Negative impact on asset value
• Liquidity issues
• Reputational damage

Misalignment of joint venture partners impacting on the
work programme and cash flow

• Cost/schedule overruns
• Poor performance of assets
• HSE performance
• Delay in oil from development projects
• Negative impact on asset value

Causes

modelling

• Disruption to facilities / equipment (e.g., from adverse

• Appropriate disclosures on reserves

weather, mechanical failure etc)

• Challenging operator’s technical assumptions

• Lack of success from development drilling and field

• Timely reporting from Operators

on consistency and transparency

interventions

• Over-reliance on single asset

• Adequate technical resources in place

• Expand asset base in different jurisdiction to reduce

single asset and country exposure

• Joint venture partners having different views on drilling

• Active participation in joint venture process

risk and work programme

• Financial capability of joint venture partners

• Manage own technical work and asset interruptions

• Financial capability assessment on current and future

joint venture partners

REPUTATIONAL

Risk

Reputational damage

Business conduct and bribery

Political / regional risk

Impact

Causes

Mitigation

• Loss of value
• Stakeholder relations breakdown
• Social licence to operate damaged

• Fines
• Criminal prosecution
• Reputational damage

• Higher operating costs
• Adversely affect operations
• Compliance and taxation
• Uncertain financial outcomes

• Sub-optimal capital allocation

• Grading opportunities based on clear financial metrics

• Activities run by asset operators causing safety or

• Seek to maximize influence on HSE planning and

environmental issues

performance of operators of our producing assets

• Maintain a balanced portfolio across both oil and gas

and producing, development and exploration assets

• Active and regular dialogue with Shareholders

• Present in countries in challenging regulatory and

• Usage of local and international professional advisers

political environments

• Ensure due diligence prior to on-boarding counterparties

• Transacting with counterparties with sub-optimal

including external compliance reports

reputational and compliance record

• Annual training in anti-bribery and corruption

• Operations in challenging regulatory and political

• Ongoing monitoring of the political and regulatory

• Maintain positive relationships with key stakeholders

• Geopolitical issues

environments

• Sudden changes to fiscal regimes

• Government reform, political instability, civil unrest

United Oil & Gas PLCOPERATIONAL

Risk

Unable to achieve production targets/recover reserves

• Potential future cashflow depend on production /

• Subsurface uncertainty and inaccurate field / reserves

• Engagement of reputable reserves auditors with focus

Impact

Causes

Mitigation

Misalignment of joint venture partners impacting on the

• Cost/schedule overruns

work programme and cash flow

• Poor performance of assets

• HSE performance

• Delay in oil from development projects

• Negative impact on asset value

REPUTATIONAL

Risk

Reputational damage

Business conduct and bribery

Political / regional risk

reserves targets being met

• Negative impact on asset value

• Liquidity issues

• Reputational damage

Impact

• Loss of value

• Stakeholder relations breakdown

• Social licence to operate damaged

• Fines

• Criminal prosecution

• Reputational damage

• Higher operating costs

• Adversely affect operations

• Compliance and taxation

• Uncertain financial outcomes

modelling

• Disruption to facilities / equipment (e.g., from adverse

weather, mechanical failure etc)

• Lack of success from development drilling and field

interventions

• Over-reliance on single asset

on consistency and transparency
• Appropriate disclosures on reserves
• Challenging operator’s technical assumptions
• Timely reporting from Operators
• Adequate technical resources in place
• Expand asset base in different jurisdiction to reduce

single asset and country exposure

• Joint venture partners having different views on drilling

risk and work programme

• Financial capability of joint venture partners

• Active participation in joint venture process
• Manage own technical work and asset interruptions
• Financial capability assessment on current and future

joint venture partners

Causes

Mitigation

• Sub-optimal capital allocation
• Activities run by asset operators causing safety or

environmental issues

• Grading opportunities based on clear financial metrics
• Seek to maximize influence on HSE planning and

performance of operators of our producing assets
• Maintain a balanced portfolio across both oil and gas
and producing, development and exploration assets

• Active and regular dialogue with Shareholders

• Present in countries in challenging regulatory and

political environments

• Usage of local and international professional advisers
• Ensure due diligence prior to on-boarding counterparties

• Transacting with counterparties with sub-optimal

including external compliance reports

reputational and compliance record

• Annual training in anti-bribery and corruption

• Geopolitical issues
• Operations in challenging regulatory and political

• Maintain positive relationships with key stakeholders
• Ongoing monitoring of the political and regulatory

environments

• Sudden changes to fiscal regimes
• Government reform, political instability, civil unrest

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONS172 STATEMENT

In accordance with section 172(1) of the
Companies Act 2006, The Directors of
the Company have a statutory duty to
promote the success of the Company.

How management/Directors engaged

Issues considered/key topics of engagement

Outcomes of engagement and examples of such

Given the Company’s relatively small size,
communication and exchange of information
amongst functions is very fluid. We have an open,
collaborative, and inclusive management structure
and engage very regularly with our employees. Formal
and informal meetings take place.
• Weekly in person and/or online group staff meetings;

• One to one in-person and online meetings; and

• Team building events.

• Our comprehensive investor relations programme
is designed to provide public disclosure on the
Company’s results and other material developments
within the business. In addition to ensuring that
shareholders’ views are communicated to the Board
and are considered in the Company’s decision making.

• Our investor relations programme includes regular

updates via RNS’s, webcasts, calls, meetings, investor
roadshows, social media and our Annual General
Meeting as well as participation in investor and
industry conferences.

• Regular contact is maintained with our lenders through

a combination of physical and virtual meetings.

• Maintaining a healthy, safe, and secure working

• Enhanced communication of our strategic priorities

environment.

• Strategy.

• Company news.

• Ways of working.

• Anti-Corruption and Bribery.

• Lessons learned from past projects.

• Collaboration across teams.

• Treating all employees in a fair manner.

• Retaining and embedding the culture of respect,

integrity, honesty, and transparency.

• Being a successful company which our employees

are proud to be part of.

• Remuneration and benefits.

• Awareness and alignment with the strategy.

• Opportunities for employees to share ideas for

business improvements with senior management.

• Strategy.

• Operational and financial performance.

• Investment returns.

• Risk management and funding.

• Corporate governance.

• Board composition/remuneration.

• Delivery of long-term share price performance and

adoption of a strategy, culture and business model

designed to enable this.

• Maintaining an appropriate operational, financial and

sustainability reporting procedures.

• Actively engaging with lenders regarding servicing

existing debt facilities.

engagements

and performance.

• Annual in-person staff training session on all

company policies and discussion.

• Team events were held to strengthen cross-functional

collaboration.

• United employees, including the Board, came

together for a corporate day for the discussion of

business matters.

• Hybrid working with employees working part of the

week at home and part in the office.

• Shareholders and lenders to participated in regular

communication with the Company, with both physical

and virtual meetings.

• 2023 was an active year for the Company seeing over

20 RNS announcements covering all aspects of the

business in a very transparent manner. These included

announcements on governance, technical, financial,

strategic and portfolio management matters.

• Our annual investor programme, which during

2023 was managed in person and using virtual

technologies, included:

• Numerous Investor interactions with the executive

team;

• Several one-to-one meetings with current and

potential shareholders including group meetings;

• Webcasts for analysts and shareholders to take

• Numerous virtual conferences and interviews on

part in; and

retail platforms.

Stakeholder

Employees

• United remains a relatively small company in terms of
its full-time staff of seven employees (excluding the
board directors) in Dublin and a Country Manager in
Egypt and Jamaica.

Why we engage

• We recognise that employees are a valued and key

part of our business.

• We are dependent on employees’ performance.

• We have a legal and ethical responsibility towards

their well-being.

• Employees bring a diverse perspective, and a broad

range of experience and expertise to the identification
of opportunities and ways of working which is
essential to the delivery of our strategic objectives.

• To ensure that our employees are well informed and
motivated to execute our strategy such that we can
deliver on the long-term goals of the business.

Shareholders and financing partners

• Our shareholders include institutional and retail

investors and high net-worth individuals who are
principally based in the UK.

• The Board has maintained a strong relationship with
its debt provider throughout 2023 and regards the
debt provider as a highly valued stakeholder.

Why we engage

• Our strategic and operational decision-making is

influenced by our investors’ views.

• We are dependent on access to funding.

• We are accountable to our shareholders.

• We believe that maintaining a regular and

transparent dialogue with our shareholders and
finance providers is essential to earn and retain
their confidence. In line with the QCA Corporate
Governance Code, the Board must manage
shareholders’ expectations and should try to
understand the purpose behind their voting decisions.

• The lenders are an important source of funding for the

Group’s operations.

United Oil & Gas PLCStakeholder

Employees

• United remains a relatively small company in terms of

its full-time staff of seven employees (excluding the

board directors) in Dublin and a Country Manager in

Egypt and Jamaica.

Why we engage

part of our business.

• We recognise that employees are a valued and key

• We are dependent on employees’ performance.

• We have a legal and ethical responsibility towards

their well-being.

• Employees bring a diverse perspective, and a broad

range of experience and expertise to the identification

of opportunities and ways of working which is

essential to the delivery of our strategic objectives.

• To ensure that our employees are well informed and

motivated to execute our strategy such that we can

deliver on the long-term goals of the business.

Shareholders and financing partners

• Our shareholders include institutional and retail

investors and high net-worth individuals who are

principally based in the UK.

• The Board has maintained a strong relationship with

its debt provider throughout 2023 and regards the

debt provider as a highly valued stakeholder.

Why we engage

• Our strategic and operational decision-making is

influenced by our investors’ views.

• We are dependent on access to funding.

• We are accountable to our shareholders.

• We believe that maintaining a regular and

transparent dialogue with our shareholders and

finance providers is essential to earn and retain

their confidence. In line with the QCA Corporate

Governance Code, the Board must manage

shareholders’ expectations and should try to

understand the purpose behind their voting decisions.

• The lenders are an important source of funding for the

Group’s operations.

Given the Company’s relatively small size,

communication and exchange of information

amongst functions is very fluid. We have an open,

collaborative, and inclusive management structure

and engage very regularly with our employees. Formal

and informal meetings take place.

• Weekly in person and/or online group staff meetings;

• One to one in-person and online meetings; and

• Team building events.

• Our comprehensive investor relations programme

is designed to provide public disclosure on the

Company’s results and other material developments

within the business. In addition to ensuring that

shareholders’ views are communicated to the Board

and are considered in the Company’s decision making.

• Our investor relations programme includes regular

updates via RNS’s, webcasts, calls, meetings, investor

roadshows, social media and our Annual General

Meeting as well as participation in investor and

industry conferences.

• Regular contact is maintained with our lenders through

a combination of physical and virtual meetings.

The duty under S172(1) is applied in addition to the other duties of a director. Each director must discharge
these duties in accordance with the duty of care, skill and diligence both objectively and to a subjective
standard. The Board at United, as individuals and collectively consider that they have acted in a way that
would most likely promote the success of the Company, to deliver the goals and objectives.

The Board of Directors of United recognises the importance of building and sustaining relationships with all
of its stakeholders, considering the long-term consequences of our decisions, and the need to foster a good
culture and good business conduct.

The Board of Directors have identified the following stakeholder groups as being important to our success
and we set out below the methods by which we engage with them.

How management/Directors engaged

Issues considered/key topics of engagement

Outcomes of engagement and examples of such
engagements

• Maintaining a healthy, safe, and secure working

• Enhanced communication of our strategic priorities

environment.

• Strategy.

• Company news.

• Ways of working.

• Anti-Corruption and Bribery.

• Lessons learned from past projects.

• Collaboration across teams.

• Treating all employees in a fair manner.

• Retaining and embedding the culture of respect,

integrity, honesty, and transparency.

• Being a successful company which our employees

are proud to be part of.

• Remuneration and benefits.

• Awareness and alignment with the strategy.

• Opportunities for employees to share ideas for

business improvements with senior management.

• Strategy.

• Operational and financial performance.

• Investment returns.

• Risk management and funding.

• Corporate governance.

• Board composition/remuneration.

• Delivery of long-term share price performance and
adoption of a strategy, culture and business model
designed to enable this.

• Maintaining an appropriate operational, financial and

sustainability reporting procedures.

• Actively engaging with lenders regarding servicing

existing debt facilities.

and performance.

• Annual in-person staff training session on all

company policies and discussion.

• Team events were held to strengthen cross-functional

collaboration.

• United employees, including the Board, came

together for a corporate day for the discussion of
business matters.

• Hybrid working with employees working part of the

week at home and part in the office.

• Shareholders and lenders to participated in regular

communication with the Company, with both physical
and virtual meetings.

• 2023 was an active year for the Company seeing over
20 RNS announcements covering all aspects of the
business in a very transparent manner. These included
announcements on governance, technical, financial,
strategic and portfolio management matters.

• Our annual investor programme, which during
2023 was managed in person and using virtual
technologies, included:

• Numerous Investor interactions with the executive

team;

• Several one-to-one meetings with current and

potential shareholders including group meetings;

• Webcasts for analysts and shareholders to take

part in; and

• Numerous virtual conferences and interviews on

retail platforms.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONS172 STATEMENT
continued

Stakeholder

How management/Directors engaged

Issues considered/key topics of engagement

Outcomes of engagement and examples of such

• In Egypt where we are a non-operator and defaulted

post year end, United used its relationships and
influence as Joint Venture partner and its role in the
Joint Operating Company to monitor the operator’s
performance and adherence to Health, Safety, and
Environmental policies and procedures.

• KEE have been operating in Egypt for over a decade.
They have a constructive and positive approach to
working with local communities, seeking to maintain
good relationships with them.

• Our Country Manager in Egypt and Jamaica and

Senior Management engage with the operator on a
regular basis.

engagements

• Corporate responsibility.

• Environmental management.

• Access to employment and business opportunities.

• Protection of resources and livelihoods.

• Community development and social investment.

• Striving to deliver local and national economic benefits.

• Safeguarding the environment.

• The engagement process further strengthened the

existing relationships between the Joint Venture

partners and the local communities in Egypt.

• Community investment focused around supporting

industry capacity to build industry specific skills.

• Contribution, as part of the Joint Operating agreement,

into a training fund for capacity building in Egypt and

for Training and Education in Jamaica.

• Acting as a responsible neighbour and good corporate

• Read more in our Corporate Responsibility Report

citizen.

page 36.

Local Communities

• Our host countries currently Jamaica and UK, and

previously Egypt.

• In Egypt (defaulted post year end) the operations are
on-shore and the operator (KEE) work closely with the
local communities in our areas of business

• In Jamaica we have a licence offshore and we are in

the first exploration stage and work primarily comprises
desktop studies.

Why we engage

• Engagement is key to maintaining our social licence
to operate. United is committed to being a positive
presence in the regions where we do business.

• Our corporate responsibility ethos is that our projects
should benefit all of our stakeholders, in particular our
host countries and the local communities.

• Acting in a responsible way towards our stakeholders

is seen as critical to the ongoing effectiveness of
our business. Local communities provide a diverse
perspective leading to new understanding of situations
and the mitigation of tensions.

• We have an ethical responsibility to minimise impact

on livelihoods and the environments in which we
operate – and where we are a non-operator, United
will use its relationships and influence as Joint Venture
partner and its role in the Joint Operating Company to
achieve these aims.

Governments and Regulatory Agencies

• We take a constructive and positive approach to

• Interacting in an appropriately open and transparent

• Reviewing feedback and commentary from

• In Egypt, United has good relations with the Egyptian

General Petroleum Corporation (EGPC) and the Ministry
of Petroleum and Mineral Resources and in Jamaica
the Ministry for Science, Energy, Telecommunication
and Technology (MSETT).

Why we engage

• Maintain collaborative partnerships with government

agencies that generates value for both parties.

• We are responsible to them for compliance with local

and/or international laws.

• Their permissions are required for us to access

acreage and operate.

working with national and local authorities, as well as
regulators in both countries, seeking to maintain good
relationships with them all.

• We contribute to government and local authorities in
the countries in which we have assets in the form of
royalties, taxes and fees every year.

• Board members meet with the Egyptian General
Petroleum Corporation (EGPC) and the Ministry of
Petroleum and Mineral Resources (Ministry) each
time an executive director visits Egypt. The Country
Manager maintains an ongoing dialogue, including
meetings with both EGPC and the Ministry. In relation
to Jamaica in 2023 monthly videoconferences have
taken place with the Ministry for Science, Energy,
Telecommunication and Technology as per previous
years. In 2023 the CEO and COO visited Jamaica and
met with the President of Jamaica and MSETT.

manner with these stakeholders.

• Having in place the policies and procedures to ensure

government and regulatory bodies regarding

performance expectation.

internationally recognised practices are followed by

• Maintaining strong, productive and collaborative

our employees and that local laws are complied with.

working relationships with the various government

• Operating in a healthy, safe, and secure manner.

• Contributing towards national and local economic

development.

• Securing required approvals and licence renewals

from regulatory bodies to maintain our regulatory

agencies we interact with in Egypt and Jamaica.

• In 2023, the Executive directors of United have made

several trips to Egypt, and to Jamaica to meet with our

stakeholders in addition to regular videoconferences.

• A number of senior management attended the Egypt

Petroleum Show in February 2023.

licence to operate.

• Legal matters.

• Asset management.

• Social initiatives.

• Revenue collection.

• Legal compliance.

• Major accident prevention.

• Investment and economic growth.

United Oil & Gas PLCStakeholder

How management/Directors engaged

Issues considered/key topics of engagement

• In Egypt where we are a non-operator and defaulted

post year end, United used its relationships and

influence as Joint Venture partner and its role in the

Joint Operating Company to monitor the operator’s

performance and adherence to Health, Safety, and

Environmental policies and procedures.

• KEE have been operating in Egypt for over a decade.

They have a constructive and positive approach to

working with local communities, seeking to maintain

good relationships with them.

• Our Country Manager in Egypt and Jamaica and

Senior Management engage with the operator on a

regular basis.

• Corporate responsibility.

• Environmental management.

• Access to employment and business opportunities.

• Protection of resources and livelihoods.

• Community development and social investment.

• Striving to deliver local and national economic benefits.

• Safeguarding the environment.

• Acting as a responsible neighbour and good corporate

citizen.

Outcomes of engagement and examples of such
engagements

• The engagement process further strengthened the
existing relationships between the Joint Venture
partners and the local communities in Egypt.

• Community investment focused around supporting

industry capacity to build industry specific skills.

• Contribution, as part of the Joint Operating agreement,
into a training fund for capacity building in Egypt and
for Training and Education in Jamaica.

• Read more in our Corporate Responsibility Report

page 36.

Local Communities

previously Egypt.

• Our host countries currently Jamaica and UK, and

• In Egypt (defaulted post year end) the operations are

on-shore and the operator (KEE) work closely with the

local communities in our areas of business

• In Jamaica we have a licence offshore and we are in

the first exploration stage and work primarily comprises

desktop studies.

Why we engage

• Engagement is key to maintaining our social licence

to operate. United is committed to being a positive

presence in the regions where we do business.

• Our corporate responsibility ethos is that our projects

should benefit all of our stakeholders, in particular our

host countries and the local communities.

• Acting in a responsible way towards our stakeholders

is seen as critical to the ongoing effectiveness of

our business. Local communities provide a diverse

perspective leading to new understanding of situations

and the mitigation of tensions.

• We have an ethical responsibility to minimise impact

on livelihoods and the environments in which we

operate – and where we are a non-operator, United

will use its relationships and influence as Joint Venture

partner and its role in the Joint Operating Company to

achieve these aims.

Governments and Regulatory Agencies

• In Egypt, United has good relations with the Egyptian

General Petroleum Corporation (EGPC) and the Ministry

of Petroleum and Mineral Resources and in Jamaica

• We take a constructive and positive approach to

working with national and local authorities, as well as

regulators in both countries, seeking to maintain good

relationships with them all.

the Ministry for Science, Energy, Telecommunication

• We contribute to government and local authorities in

and Technology (MSETT).

Why we engage

• Maintain collaborative partnerships with government

agencies that generates value for both parties.

• We are responsible to them for compliance with local

and/or international laws.

• Their permissions are required for us to access

acreage and operate.

the countries in which we have assets in the form of

royalties, taxes and fees every year.

• Board members meet with the Egyptian General

Petroleum Corporation (EGPC) and the Ministry of

Petroleum and Mineral Resources (Ministry) each

time an executive director visits Egypt. The Country

Manager maintains an ongoing dialogue, including

meetings with both EGPC and the Ministry. In relation

to Jamaica in 2023 monthly videoconferences have

taken place with the Ministry for Science, Energy,

Telecommunication and Technology as per previous

years. In 2023 the CEO and COO visited Jamaica and

met with the President of Jamaica and MSETT.

• Interacting in an appropriately open and transparent

• Reviewing feedback and commentary from

manner with these stakeholders.

• Having in place the policies and procedures to ensure
internationally recognised practices are followed by
our employees and that local laws are complied with.

• Operating in a healthy, safe, and secure manner.

• Contributing towards national and local economic

development.

• Securing required approvals and licence renewals
from regulatory bodies to maintain our regulatory
licence to operate.

government and regulatory bodies regarding
performance expectation.

• Maintaining strong, productive and collaborative

working relationships with the various government
agencies we interact with in Egypt and Jamaica.

• In 2023, the Executive directors of United have made

several trips to Egypt, and to Jamaica to meet with our
stakeholders in addition to regular videoconferences.

• A number of senior management attended the Egypt

Petroleum Show in February 2023.

• Legal matters.

• Asset management.

• Social initiatives.

• Revenue collection.

• Legal compliance.

• Major accident prevention.

• Investment and economic growth.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONS172 STATEMENT
continued

Stakeholder

How management/Directors engaged

Issues considered/key topics of engagement

Outcomes of engagement and examples of such

Joint Venture Partners, Peers, Business partners

• KEE are the operators of the Abu Sennan licence in
Egypt. The Joint Operating Company consisted of
KEE, Global connect Ltd, Dover Investment and the
Company. In Jamaica, United are the operators of
the licence. In the UK, Egdon are the operator of the
Waddock Cross licence.

Why we engage

• Their performance directly impacts our financial,

operational and corporate responsibility performance.

• We are reliant on viable partners in joint ventures.

• We are commercially responsible to contractors,

suppliers and partners.

• Meetings with partners, peers and contractors with
board members and senior executives in addition
to regular joint venture operations, and technical
planning meetings.

• Maintaining membership of industry bodies.

• Active management of key projects and assets
(including alignment of project deliverables).

Suppliers

• Interaction in 2023 was via:

• United does not require a large network of suppliers

• Video conferencing;

due to our position as a non-operator for our
producing and development assets and with
limited activities taking place on our exploration and
appraisal assets suppliers are used by the Company
predominantly in support activities.

• email;

• telephone;

• written communications; and

• face to face meetings.

• Interaction with government and regulatory agencies.

• Asset planning.

• Budget planning.

• Billings and cash calls.

• Operations and health and safety.

• Policies and standards.

• Industry reputation.

• Investment opportunities for growth.

• Long-term relationships.

• ESG matters.

• Policies and standards.

• Industry reputation.

• Long-term relationships.

• Technical, Regulatory, Financial and Legal Support.

• ESG matters.

engagements

• Ongoing close collaboration with JV partners to

successfully deliver objectives.

• Our senior management engages in regular

meetings with our suppliers and partners and we also

participate in local industry events. The purpose of this

engagement is to establish and maintain relationships

with these important stakeholder groups.

• Operators of our assets host Technical Operating

Committees and Operating Finance Committees

over the course of the year and which the Executive

Directors attend.

• There are routine interactions over the course of the

year on budget, technical and financial matters.

• Ongoing close relationship with suppliers to ensure

continuity of service provision.

United Oil & Gas PLCStakeholder

How management/Directors engaged

Issues considered/key topics of engagement

Joint Venture Partners, Peers, Business partners

• Meetings with partners, peers and contractors with

• KEE are the operators of the Abu Sennan licence in

Egypt. The Joint Operating Company consisted of

KEE, Global connect Ltd, Dover Investment and the

board members and senior executives in addition

to regular joint venture operations, and technical

planning meetings.

Company. In Jamaica, United are the operators of

• Maintaining membership of industry bodies.

the licence. In the UK, Egdon are the operator of the

• Active management of key projects and assets

(including alignment of project deliverables).

Waddock Cross licence.

Why we engage

• Their performance directly impacts our financial,

operational and corporate responsibility performance.

• We are reliant on viable partners in joint ventures.

• We are commercially responsible to contractors,

suppliers and partners.

Suppliers

• Interaction in 2023 was via:

• United does not require a large network of suppliers

• Video conferencing;

due to our position as a non-operator for our

producing and development assets and with

limited activities taking place on our exploration and

appraisal assets suppliers are used by the Company

predominantly in support activities.

• email;

• telephone;

• written communications; and

• face to face meetings.

• Asset planning.

• Budget planning.

• Billings and cash calls.

• Interaction with government and regulatory agencies.

• Operations and health and safety.

• Policies and standards.

• Industry reputation.

• Investment opportunities for growth.

• Long-term relationships.

• ESG matters.

• Policies and standards.

• Industry reputation.

• Long-term relationships.

• Technical, Regulatory, Financial and Legal Support.

• ESG matters.

Outcomes of engagement and examples of such
engagements

• Ongoing close collaboration with JV partners to

successfully deliver objectives.

• Our senior management engages in regular

meetings with our suppliers and partners and we also
participate in local industry events. The purpose of this
engagement is to establish and maintain relationships
with these important stakeholder groups.

• Operators of our assets host Technical Operating
Committees and Operating Finance Committees
over the course of the year and which the Executive
Directors attend.

• There are routine interactions over the course of the

year on budget, technical and financial matters.

• Ongoing close relationship with suppliers to ensure

continuity of service provision.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCORPORATE RESPONSIBILITY REPORT

United Oil and Gas is an
oil and gas exploration,
appraisal and development
company whose strategic
purpose is to responsibly
produce natural resources
for communities and
stakeholders.

United Oil & Gas PLC

Doing business with integrity, ethically and safely is our priority. We see reporting transparently as important.
United’s corporate responsibility is integrated within the business and focuses on four key areas; People
and Communities, Health and Safety, Environment, and Values (Morals) and Governance. To demonstrate
our commitment to corporate responsibility and how it is embedded within the organisation specific ESG
(Environment, Social and Governance) Key performance indicators (KPI’s) are linked to executive bonus
payments. Corporate KPI’s are based on Portfolio management, Financial Corporate activity, and ESG.
Further details can be found in the Remuneration Report, page 52 and ESG Report page 58.

United’s main activities until January 2024 were as a non-operating partner in an oil and gas development
and production asset in Egypt, as a non-operator in a development asset in the UK, and as a operator of an
exploration licence in Jamaica. As an active non-operator we use our relationships and influence as a Joint
Venture partner and our role in the Joint Operating Committee to conduct business ethically

Both as an operator and non-operator United is committed to conducting our operations in a safe and
responsible manner to deliver long term growth, while complying with all applicable laws and regulations
and limiting our environmental impact. We contribute to host country development goals, and access to
affordable energy and supporting the local communities where we have business activities.

Our Code of Business Conduct and Ethics (“CBCE”) sets out our expectations for how we do business,
clarifying our commitments to ethical, social and environmental performance. Our corporate standards,
procedures and guidelines support the policies. We manage our risks and seek to minimise any potential
adverse impacts we may have. The Company’s Health, Safety and Environment Management System (HSES
MS) describes the Group’s internal processes to manage risks and is based on a number of guidelines and
standards including the internationally recognised standard, ISO 14001.

The Chief Executive Officer is accountable to the Board for implementation of the various policies. The ESG
Committee oversees the adequacy and effectiveness of our policies, standards and management system
for HSES.

Structure of the HSES Management System

1. Code of Business Conduct and Ethics

2. Key CR/HSES policies/statements and guidelines supporting the CBCE

Anti-Corruption and Bribery Policy

Diversity and Inclusion Policy

Human Rights Policy

Whistleblowing Policy

Corporate Responsibility Policy

Community Investment Policy

Health & Safety Policy

Environmental Policy

Modern Slavery and Human Trafficking Statement

Disaster Response Plan

Climate Change and Energy Transition Statement

3. Standards, procedures and guidance support the policies.

See www.uogplc.com/policy-statements for the full text of the current versions of each of these policies.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATION

CORPORATE RESPONSIBILITY REPORT
continued

People and communities

Our people
United remains a relatively small company in terms of its full-time staff, however we are committed to creating
a safe work environment. We are an equal opportunity employer promoting diversity and treating all employees
with respect and fairness. We have technical, engineering, finance, commercial and administrative teams. Our
employees have a diverse range of skill sets, backgrounds and expertise which help deliver our strategy. We
have a culture conducive to working cross functionally and the encouragement of constructive debates. Our
number of direct employees facilitates daily direct dialogue amongst personnel and Executive Directors.

Local capability building
We are committed to providing meaningful opportunities for technical co-operation, training and capability
building in host countries. All our licence agreements require a high degree of local content be utilised in
operations, which commits us to hire locally where possible and provide training to develop new skills. In Egypt,
as part of the Abu Sennan Concession Agreement, the Company committed a total of $50,000 per annum
for training and development of employees to support developing future Egyptian expertise in the industry.
Similarly in the Jamaican Production Sharing Agreement, United commits c.$100,000 per annum to a Training
and Education Fund.

Community and social investment
Our social investments have been based on the needs of the local communities where we have licences.
We believe social investment is part of being a good corporate citizen where stakeholders can benefit from
United’s business activities. Our country manager in Egypt, identified that social investment into projects
focusing on Health and Education would be most beneficial to the local community.

In 2023 United supported a number of social programmes in Egypt:

• United sponsored the Capacity Building programme as part of the Capacity Building Feature at the

Upstream Technical Convention in Egypt; and

• The Al Amal Mentoring Programme Sponsorship supporting students to find jobs in international oil

companies.

Al Amal
Al Amal (meaning hope) has been established for 15 years and has a yearly cohort of about 40 students. The
programme consists of workshops and sessions over a number of months with an aim to provide Egypt’s
future geoscientists the support to improve their skills to qualify them to meet the requirements of today’s
petroleum industry. Several technical key topics were presented by key professionals and experts.

In addition to this the Joint Venture partners in Egypt contribute to a social investment fund. In 2023 projects
focussing on youth education, development and empowerment were supported.

United Oil & Gas PLCHealth and Safety

United is focused on ensuring that all employees have awareness, information, and resources to be able
to prioritise health and safety and implement best practice to ensure that the chances of any incidents
are minimised.

Our Health and Safety policy commits us to: protecting the health and safety of our employees; providing a
workplace free of discrimination where diversity is valued and to ensuring that we consult and engage with
our employees.

Our operators in Egypt maintained another year of zero Fatalities, Medical Treatment Cases, Restricted Work
Injuries and a zero rate for Lost Time Injury frequency and Total recordable incidents frequency. There were
two minor incidents, one involving a small oil spill and a minor vehicle accident. Both of these were fully
investigated to provide lessons learnt and to allow mitigation measures to be put in place.

Safety indicators (reported by operator in Egypt) 2023 and 2022

Indicator

Lost time injury frequency rate - LTIR2

Total recordable incident frequency rate - TRIR3

Fatal accidents

Medical treatment cases

Restricted work injury

Number of motor vehicle incidents

Property damage/fire

Near misses

Security breaches

20231

2022

EAS’s employees’ and contractors’ YTD man-hours worked

962,368

1,315,792

1 2023 numbers are up to 30 November 2023
2 Lost time injury frequency rate: Number of lost time injuries per million man-hours for both employees and contractors.
3 Total Recordable Injury rate: Number of recordable injuries per million man-hours for both employees and contractors.

Human Rights
United subscribes to Principle One of the United Nations Global Compact: Human Rights. This Principle sets
out the UN Global Compact’s overarching expectation of business on human rights, namely, to respect and
support human rights.

United’s Human Rights guidelines provides information and ensures respect of Human Rights and we follow
relevant industry guides and international standards on Human Rights. The appraisal of any potential human
rights issues is included in the scope of work of all Environmental and Social Impact Assessments (ESIA’s)
commissioned by United for any project. We take steps to ensure our agents, contractors and suppliers are
aware of and comply with our policies and seek to use our influence with our Joint Venture partners to ensure
the same.

LTIF (per million man hours)

2022: 0

TRIR (per million man hours)

2022: 0

2023 Annual Report and Financial Statements

STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCORPORATE RESPONSIBILITY REPORT
continued

Environment

United places great importance on limiting the impact our activities have on the environment. The
Company complies with all of the environmental regulatory requirements in each country that it is
present in to ensure that all activity is undertaken safely. While United had no field activity in 2023 in which
we were the operator, we continued to work with our partners in the Joint operating company to use our
relationship and influence to promote best practice.

In 2023 the operator in Egypt reported one minor oil spill (2022: 0 oil spills).

Indicator

Spills to the environment

2023

2022

Climate risk and global energy transition
Climate change is considered a principal risk to United and its business over the medium and long term, and
this is discussed in more detail in the Risk Report on page 24.

Global energy transition is a factor that impacts many of the Group’s principal risks including those associated
with commodity price, reserves, operations, political, stakeholder and reputational issues. United’s approach
to climate change and the energy transition is set out in our position statement available on our website here:
https://www.uogplc.com/policy-statements/

Greenhouse gas emissions (GHG)
We worked with the operator in Egypt to identify, quantify and categorise our emissions. We considered
emissions scope, reporting boundary, and methodology. Progress was made to understand the baseline and
work with the Joint Venture partners to assess the data and identify opportunities for efficient decarbonisation.
We will be very transparent in our disclosures and what can be achieved with regards to emissions.

Values/Governance

United is committed to operating responsibly and ethically across our business activities and does not
tolerate bribery or corruption. We expect our employees to adhere to high ethical standards and host an
annual training session with employees on all our policies, procedures, guidelines and standards. This also
offered the opportunity for discussion and feedback.

The board believe that ESG and all it entails is integral to any organisation. As such the directors bonus pay
remuneration is not only linked to corporate key performance indicators but also ESG targets.

Business partners and influence
Relationships with business partners, host governments and regulatory authorities where we have assets are
critical for our business. We are committed to doing business honestly and ethically and to complying with
all applicable laws and regulations. Our ability to influence our business partners depends on our degree
of ownership and operatorship. Where we are the designated operator (Jamaica) we fully apply the United
HSES MS. Where we a non-operating partner (Egypt and UK), we seek to influence, make our views heard and
ensure that minimum standards are met in accordance with our policies, statements and codes.

Preventing corruption
United maintains internal control systems to ensure that our ethical business standards for relationships with
others are achieved. Bribery is prohibited throughout the organisation, both by our employees and by those
performing work on our behalf. The Antibribery and corruption policy is designed to prevent corruption and
ensure systems are in place to detect, remediate and learn from any potential violations. This includes due
diligence on new vendors, appropriate training for all personnel, and our whistleblowing policy.

United Oil & Gas PLCPayments to host governments
Revenues generated by a country’s natural resources plays an important part in the growth and development
of countries in which we have business. Revenues to governments become payable by United due to oil
production entitlements, taxes, royalties, licence fees and infrastructure improvements.

Objectives for 2024

We seek to continually improve and have identified objectives for 2024 in the four key areas in our corporate
responsibility which follow on from 2023.

Key Area

Objectives for 2024

People and Communities

• Continue investment in, and engagement with employees and local communities

Health and Safety

• Continue to use our influence and relationships to promote best practice in Health and

Safety as a Joint Venture partner

• Maintain dialogue with employees regarding their preference for home/office working

and wellbeing

Environment

• Continue to minimise the impact of our operations

Values and Governance

• Review our policies, statements and procedures commensurate to our size and that that

reflect our non-operating and operating licences

• Training for staff in relevant areas and polices

• Continue supplier due diligence

• All personnel to complete the annual Anti-Bribery & Corruption training

• Continue to review Anti-Bribery & Corruption programme and update as required

The Strategic Report was approved by the Board of Directors on 24 June 2024 and signed on its behalf by

Brian Larkin
Chief Executive Officer

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCORPORATE GOVERNANCE STATEMENT

Corporate Governance
Statement in respect of
United Oil & Gas PLC

The Board recognises the importance of sound corporate governance in the
management of the Company and in achieving its strategic goals. Accordingly,
the Company has adopted the Quoted Companies Alliance Corporate
Governance Code (the “QCA Code”) published in April 2018. The QCA code is
tailored to meet the needs of small and mid-size quoted firms and the Board
believe that this code provides the most appropriate framework for a company of
our size and stage of development. The Board annually assesses its compliance
with the QCA code and considers as part of that review, whether the QCA code
continues to remain the most appropriate code for the Company to adopt.

In 2023, the QCA Code was updated with the aim of enhancing corporate
governance by promoting purpose-driven strategies, ESG integration, board
independence, diversity, shareholder engagement, and transparency. The 2023
QCA Code will apply to companies with financial years beginning on or after 1 April
2024 with first disclosures expected in 2025.

Chair’s Corporate Governance Statement
As Chair of the Board of Directors, my role is
to lead the Board, ensuring high standards
of corporate governance and establishing a
consistent and sustainable corporate culture
of respect, integrity, honesty, and transparency.
We believe that strong corporate governance
underpins our business to the benefit of all our
stakeholders. We are focussed on all aspects
of ESG and integrating it within the business.
Where we are non-operator, we will use our
relationships and influence to shape the ESG
agenda. The Board are committed to ensuring
the health and safety of all who work with us
and in the communities in which we work.

Graham Martin
Non-Executive Chairman

United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

Deliver growth

Principle 1
Establish a strategy and business model which promotes long-term value for shareholders
The Board has concluded that the highest medium and long-term value can be delivered to our shareholders
by the adoption of a strategy to create value by actively managing our existing assets whilst growing our
business through additional opportunities.

The Company’s interests currently consist of two assets. A high impact exploration asset in Jamaica and a
development asset in the UK.

Principle 2
Seek to understand and meet shareholder needs and expectations
The Company communicates with shareholders primarily via regular announcements of operational and
corporate updates and semi-annual release of financial statements. The investor section of the Company’s
website (www.uogplc.com/investors/) is updated regularly and includes regulatory news announcements,
press releases, annual and interim reports, corporate presentations, and a list of major shareholders.
Shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings, in
presentations from the Company and on shareholder calls which are hosted a number of times a year.

The Company, through its public relations firm, attendance at shareholder events, website, conference calls
social media and its investor.relations@uogplc.com email address, seeks to provide multiple communication
lines through which private and institutional shareholders can engage with the Company.

The Company shall include, when relevant, in its Annual Report any matters of note arising from the Board
Committees.

Principle 3
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises that the long-term success of the Company is reliant upon maintaining effective
working relationships across a wide range of stakeholder groups. These include the Company’s host
governments and regulatory authorities, employees and contractors, joint venture partners, suppliers,
shareholders and financing partners. The Board values feedback from all stakeholders and has systems in
place to ensure that there is oversight, accountability and contact with its key resources and relationships.

Principle 4
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Company maintains a principal risks and mitigations register that is reviewed by the Audit and Risk
Committee on an annual basis. Risks are categorised as Strategic, Financial, Operational and Reputational
and an explanation is given on how these risks are mitigated to enable the Company to achieve its strategic
objectives. In addition, the management team meet twice a year to review the risks and mitigation register.

2023 Annual Report and Financial Statements CORPORATE GOVERNANCE STATEMENT
continued

Maintain a dynamic management framework

Principle 5
Maintain the Board as a well-functioning, balanced team led by the Chair
The Board comprises: an independent non-executive Chairman, Chief Executive Officer and one independent
non-executive director. Iman Hill was appointed as a consultant on a three month contract to support the
Jamaica project. The Board believes that she is still independent due to the duration of the contract and
specific nature of the work. Biographies of the Board appear both on the Company’s website
and in the Annual Report.

Executive and non-executive directors are subject to re-election at the Company’s Annual General Meeting
at intervals of no more than three years although in practice all directors put themselves up for re-election
annually. The service agreements and letters of appointment of all Directors are available for inspection at the
Company’s registered office during normal business hours.

The Board expects to meet at least six times per annum. It has established an Audit and Risk Committee,
a Remuneration Committee, an Environmental, Social and Governance Committee and an AIM Rules
Compliance Committee. Full details of the number of Board and Committee meetings and the attendance
record of each director are set out in the Annual Report. The terms of reference for each Committee are set
out on the Company’s website www.uogplc.com. The Board has agreed that appointments to the Board at
this stage would be made by the Board as a whole and so has not created a Nominations Committee.

Principle 6
Ensure that between them the Directors have the necessary up to date experience, skills and capabilities
The Company believes that, at its current stage of development as an independent upstream oil and gas
company, the balance of skills on the Board as a whole, reflects a sufficiently broad range of technical,
operational, commercial, legal, financial and risk management experience, together with an in-depth
knowledge of the sector and experience of public markets, that are necessary to ensure the Company
is equipped to deliver its strategy. The composition of the Board is kept under review to ensure that the
necessary breadth and depth of skills are available to support the ongoing development of the Company.
The directors have access to the Company’s Nomad, legal advisors, tax advisors and auditors and are able
to seek advice from other professional advisors as required. While the current Board size and committee
structure were deemed adequate, there was a consensus that, in the short to medium term, and when
circumstances allowed, efforts should be made to enhance the Board by appointing another non-executive
director with audit and accounting expertise.

Full Biographies of the Board are available on the Company’s website www.uogplc.com and in the Annual
Report page 49.

United Oil & Gas PLCPrinciple 7
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis
by way of individual discussions between the Chair and each director to determine the effectiveness and
performance of the Board. An internal Board evaluation was conducted at the start of 2023.

The results and recommendations from the Board evaluation also identify the key corporate and personal
targets relevant to each Director. Progress against previous targets shall also be assessed where relevant.

Principle 8
Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the
Company as a whole and that this will impact the performance of the Company. The Board is very aware that
the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way
that employees behave. The corporate culture places a strong emphasis on conducting business ethically,
transparently and with clear lines of responsibility. The corporate governance arrangements that the Board
has adopted are designed to ensure that the Company delivers long term value to its shareholders and that
shareholders have the opportunity to express their views and expectations for the Company in a manner that
encourages open dialogue with the Board.

The Company maintains an open and respectful dialogue with employees, partners and other stakeholders
acknowledging that sound ethical values and behaviours are crucial to the ability of the Company to
successfully achieve its corporate objectives. The Board places great import on this aspect of corporate life
and seeks to ensure that this flows through all that the Company does. The Directors consider that at present
the Company has an open culture facilitating comprehensive dialogue and feedback thus enabling positive
and constructive challenge.

The Company has a code for Directors’ and employees’ dealings in securities which is appropriate for a
company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse
Regulation. Furthermore, United policies, procedures and statements are commensurate with our size and
reviewed on an annual basis to ensure that they are fit for purpose. These are available on our website and
further information can be found in our ESG report, page 58 and Corporate Responsibly report, page 36. In line
with our Anti-Bribery and Corruption policies, the executive directors conducted an annual in-person team
training session on the application of the Anti-Bribery and Corruption policy with employees.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCORPORATE GOVERNANCE STATEMENT
continued

Principle 9
Maintain governance structures and processes that are fit for purpose and support good decision-making
by the board
Ultimate accountability for all aspects of the Company’s activities rests with the Board, the respective
responsibilities of the non-executive Chair and Chief Executive Officer arising as a consequence of delegation
by the Board. The non-executive Chair is responsible for the effectiveness of the Board together with the
responsibility to oversee the company’s corporate governance practices. The Board has also established
appropriate Committees as detailed below to oversee the effectiveness of its operations and governance.
Terms of reference for each Committee are available on the Company’s website at www.uogplc.com.

Audit and Risk Committee
The Audit and Risk Committee comprises Graham Martin (Chair) and Iman Hill. This Committee has primary
responsibility for monitoring the quality of internal controls and ensuring that the financial performance of
the Company is properly measured and reported on and for reviewing reports from the Company’s auditors
relating to the Group’s accounting and internal controls. The Committee is also responsible for making
recommendations to the Board on the appointment of auditors, the audit fee and for ensuring that the
financial performance of the Group is properly monitored and reported. The Committee will meet no less than
two times a year.

Remuneration Committee
The Remuneration Committee comprises Graham Martin (Chair), and Iman Hill. This Committee is responsible
for ensuring that executive remuneration is appropriate for this stage of the Company’s growth. It has
established a Remuneration Policy which outlines the principles on which executive remuneration will be
structured, including an appropriately benchmarked base salary with bonus and share award opportunities
which reflect the performance of the Company and take account of the interests and experience of
shareholders. The Remuneration Policy also seeks to ensure that all employees have an opportunity to share in
the Company’s success. The Remuneration Policy is reviewed annually by the Committee. The Committee will
meet no less than once a year and in 2023, this meeting was incorporated into a regular Board meetings due
to the size of the Board.

AIM Rules Compliance Committee
The AIM Rules compliance Committee comprises Graham Martin (Chair) and Brian Larkin and its prime
responsibility is to ensure the Company has sufficient procedures in place to ensure ongoing compliance with
the AIM Rules. The Committee will meet at least once a year.

United Oil & Gas PLCEnvironmental, Social and Governance (ESG) Committee
The ESG Committee comprises Iman Hill (Chair) and Graham Martin. Its prime responsibility is to ensure
sufficient oversight in the following areas of key importance to the Company: the environment, health
and safety, corporate social responsibility, sustainability, reputation, diversity, equality and inclusion, and
community issues. The Committee will meet no less than once a year and during 2023, ESG was incorporated
into a regular Board meeting due to the size of the Board.

Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not
created a Nominations Committee.

Meeting Attendance
Director’s attendance at meetings during each director’s respective term of office in 2023:

Director

Brian Larkin

Jonathan Leather1

Peter Dunne2

Graham Martin

Iman Hill

Board

14 of 14

7 of 7

11 of 12

14 of 14

12 of 14

Audit and Risk
Committee

Remuneration
Committee

ESG
Committee

2 of 2

1 of 1

1 Jonathan Leather stepped down as Director on 31 August 2023.
2 Peter Dunne stepped down as Chief Financial Officer on 31 December 2023 and as Director and Company Secretary on 15 December 2023.

The AIM Rules Compliance committee met once during the year.

The executive directors attended a number of meetings of Committees of which they were not members
during the course of the year at the invitation of the Committee Chair.

The Board generally meets bi-monthly. In addition to the scheduled meetings the Board also held additional
meetings and update calls throughout the year to closely monitor progress on key matters. If any director was
unable to attend, full comments on papers were received from that director in advance of the meeting.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCORPORATE GOVERNANCE STATEMENT
continued

Principle 10
Communicate how the company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
The Board recognises that a healthy dialogue should exist between the Board and all of its stakeholders,
including shareholders, to enable all interested parties to come to informed decisions about the company.
In particular, appropriate communication and reporting structures should exist between the Board and all
constituent parts of its shareholder base. This will assist the communication of shareholders’ views to the
Board; and the shareholders’ understanding of the unique circumstances and constraints faced by the
Company. The Corporate Governance section of the Annual Report includes disclosure of Board Committees,
their composition and where relevant, any work undertaken during the year.

The Company’s website includes all historic Annual Reports, results announcement, results presentations and
other governance-related material, including notices of all AGMs over the last six years.

To date, none of the resolutions proposed at the Company’s AGMs have resulted in a material proportion of
votes (e.g. 20% of independent votes) been cast against them, but were this to happen the Company would
announce this in a timely basis, including an explanation of what actions it intended to take to understand
the reasons behind such a vote result and, where appropriate, any action it had taken, or would take, as a
result of the vote.

Board evaluation
The Board considers that regular evaluation of the Board, its committees and each of the directors
is essential to the proper governance of the Company and for its success. A comprehensive internal
evaluation was carried out in early 2023 by the Chair of the Board of Directors in the form of individual
discussions between the Chair and each director. The Chair then provided feedback to the directors at
the next board meeting and followed up where appropriate with further individual discussions.

Each discussion focussed on key agenda items circulated in advance by the Chair such as: the
appropriateness of our current vision and strategy; our culture and values; our corporate risk matrix and
the likelihood and impact of identified risks, the adequacy of internal controls and risk management;
the constitution and effectiveness of the Board committees and board administration generally; and
relationships with our major shareholders and other key stakeholders.

Each discussion was open, wide ranging and very constructive and covered all issues of
concern or improvement each director wished to raise. The collective perspective among the
directors indicated that our corporate vision and strategy remained adequate in the current
circumstances, particularly in its adaptability to swiftly respond to events and business prospects.
It was acknowledged that our culture and values were well-aligned, evident not only among the
leadership but also reflected in our staff.

While the current Board size and committee structure were deemed adequate, there was a consensus
that, in the short to medium term, and when circumstances allowed, efforts should be made to
enhance the Board by appointing another non-executive director with audit and accounting expertise.

Notably, no issues or concerns arose regarding our internal controls and risk management, and
relations with key stakeholders were deemed to be at a high level. Various areas for potential
improvement in our structure, practices, and procedures were identified and were implemented during
2023. In early 2024, the directors reviewed the 2023 evaluation and concluded no further points needed
to be included.

United Oil & Gas PLCSTRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

BOARD OF DIRECTORS

Experienced Board

Brian Larkin
Chief Executive Officer

Graham Martin
Non-Executive Chairman

Iman Hill
Non-Executive Director

C C

M M

Brian is the founding director of
United Oil and Gas PLC.

Brian is a Qualified Accountant
and has an MBA from Dublin City
University. Brian has extensive
oil and gas industry experience
having worked for both Tullow Oil
plc and Providence Resources plc.
At Tullow Oil, Brian held positions
in both finance and commercial,
and worked on a variety of
production, development and
exploration projects in South
America and Asia and carried
out numerous investment case
recommendations.

At Providence, Brian worked in
senior finance and commercial
positions. During his time with
Providence, Brian worked on a
wide portfolio of assets in regions
including the Gulf of Mexico,
offshore Ireland, onshore United
Kingdom, and offshore Nigeria.

AIM Rules Committee
ESG Committee
Remuneration Committee
Audit Committee
Chair
Member

C
M

Graham is an experienced senior
natural resources executive and
brings a wealth of international
expertise. From 1997 to 2016 he
served as an Executive Director
of Tullow Oil plc, an oil and gas
exploration, development and
production company listed in
London, Dublin and in Ghana. Prior
to Tullow, Graham was a partner
at the US energy law firm Vinson &
Elkins LLP, having started his legal
career in Scotland. He is currently
also a Non-Executive Director
of Kenmare Resources plc, one
of the leading global producers
of titanium minerals and zircon
listed in London and Dublin.

He holds a degree in Law and
Economics from the University
of Edinburgh.

Iman Hill is the former CEO of the
International Association of Oil &
Gas Producers. She also serves as
non-executive Independent Board
Director of Reconnaissance Africa.

Iman is a Petroleum Engineer with
30 years’ experience in the oil
and gas industry with extensive
global expertise in the technical
and commercial aspects of
the petroleum business, in
particular field development,
capital projects and production
operations. Iman’s experience
has been gained in the Middle
East, North and West Africa, South
America, the Far East, and the
North Sea in a number of diverse
settings from onshore to ultra-
deep water with companies that
include BP, Shell, BG Group and
Dana Gas, where as well as her
role as Technical Director, GM UAE
and President Egypt, she also ran
one of the Egyptian joint ventures
as Managing Director and Board
member of the Egyptian Bahraini
Gas Derivatives Company.

Iman was appointed a consultant
to United on a three month
contract in April 2024.

2023 Annual Report and Financial Statements

DIRECTORS’ REPORT

The Directors present their
report and the audited Financial
Statements of the Group for the
year ended 31 December 2023

Results and dividends
The loss for the year, after taxation, amounted to
$20.4m (2022 profit: $2.3m). The directors do not
recommend payment of a dividend (2022: $Nil).

Directors
The business of the Company is managed by
the Directors who may exercise all powers of the
Company subject to the articles of association of
the Company and applicable law. Executive and
non-executive directors are subject to re-election
at the Company’s annual general meeting at
intervals of no more than three years. No member
of the Board had a material interest in any contract
of significance with the Company or any of its
subsidiaries at any time during the year, except
for the interests in shares and in share option
awards under their service agreements and
letters of appointment disclosed in the Directors’
Remuneration report.

The Directors who served during the year were:

Director

Brian Larkin

Date of Contract

25 July 2017

Jonathan Leather1

25 July 2017

Peter Dunne2

1 June 2022

Graham Martin

15 February 2018

Iman Hill

7 September 2020

1 Jonathan Leather stepped down as Director on 31 August 2023.
2 Peter Dunne stepped down as Director and Company Secretary
on the 15 December 2023 and resigned from the company on
31 December 2023.

Principal activities
The principal activity of the Company and
its subsidiary undertakings (the Group) is the
exploration, appraisal and development of oil and
gas. The Company’s current operations are located
in Jamaica and the United Kingdom. The Egyptian
operations ceased to be part of the Group post
year end.

Business review and future developments
A review of the business and future developments
of the Group is presented the Strategic Report
(including the Chair’s Statement, Chief Executive
Officer’s Review, Review of Operations and Financial
Review) all of which together with the Corporate
Governance Statement, are incorporated by
reference into this Directors’ Report.

Financial instruments and risk management
An explanation of the Group’s financial risk
management objectives, policies and strategies
and information about the use of financial
instruments by the Group is given in note 22 to the
financial statements.

Share capital
Details of the shares in issue are set out in note 15
to the financial statements. The Company had one
equity class of shares in issue, ordinary shares of
£0.01, all of which are fully paid.

Events since the balance sheet date
The events since the balance sheet date are
disclosed in note 29.

United Oil & Gas PLCDirectors' interests
As at 31 December 2023, the beneficial interests of
the Directors and their connected persons in the
ordinary share capital of the Company were as
follows:

Director

Number of
Ordinary Shares

% of Ordinary
Share Capital

Brian Larkin

17,508,489

Graham Martin

4,089,730

Iman Hill

Nil

2.67

0.62

Nil

None of the Directors who held office at the end of
the financial year had any disclosable interest in the
shares of other Group companies.

Rights to subscribe for shares in the Company that
were granted during the financial year are disclosed
in the Remuneration Report.

Auditor
A resolution to reappoint KPMG as auditor will be put
to the members at the Annual General Meeting.

Disclosure of information to auditors
The directors who were members of the Board at
the time of approving the Director’s Report are listed
above. So far as each person who was a director
at the date of approving this report is aware, there
is no relevant audit information, being information
needed by the auditor in connection with preparing
its report, of which the auditor is unaware. Having
made enquiries of fellow directors, each director has
taken all steps that he or she is obliged to take as a
director in order to make himself or herself aware of
any relevant audit information and to establish the
auditor is aware of that information.

On behalf of the Board

Brian Larkin
Chief Executive Officer

24 June 2024

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONREMUNERATION COMMITTEE REPORT

The Remuneration Committee

The Remuneration Committee is a standing Committee of the Board
comprising Graham Martin (Chair) and Iman Hill

The purpose of the Committee is to assist the Board in discharging
its oversight responsibilities relating to the attraction, compensation,
evaluation and retention of its executive directors and senior management.
The Committee aims to ensure that fair and competitive compensation
is awarded to the executives with appropriate performance and share
acquisition incentives.

The current Remuneration Policy of the company sets out the principles of remuneration for the executive
directors and can be summarised as follows:

• an appropriately benchmarked salary;

• a 10% pension contribution;

• an annual bonus opportunity of 100% of salary, based 50% on Key Performance Indicators (KPI’s), 25% on an
absolute total shareholder return (TSR) metric and 25% on relative TSR against a peer group of companies;

• the Committee has discretion to adjust the formulaic outcome of the bonus scorecard if considered

appropriate taking into account all relevant factors affecting the company and its performance in the year;

• where the bonus outcome exceeds 40% of salary, the excess shall be paid in shares until certain personal

shareholding targets of each executive is met, thereafter the excess over 50% shall be paid in shares;

• the consideration of an annual award of share options provided that the aggregate of all outstanding

employee share options does not ordinarily exceed 10% of the company’s issued share capital in any rolling
10-year period; and

• setting appropriate minimum shareholding targets for each executive, recognising their different respective

tenures with the company

The Remuneration Policy also sets out the fees payable to the non-executive directors and confirms that non-
executives are no longer eligible for share awards of any type.

The Remuneration Policy is reviewed annually by the Committee, the last such review being in March 2023
when no changes were recommended.

United Oil & Gas PLCSTRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

Summary of the work of the Committee in 2023
• reviewed the Remuneration Policy;

•

in the light of a continuing group initiative to reduce corporate G&A by 30%, agreed to a temporary
reduction to salaries of all staff, including directors, by 15%; and

• as a consequence, suspended the operation of the bonus scheme for 2023.

Executive Director service contracts
The Chief Executive Officer entered into an updated service contract in 2022 which stipulates a notice period
to be given by him and the company of six months.

Executive Directors’ remuneration 2023

Salary

Pension

Benefits1

Total 2023

Total 2022

Brian Larkin
US$

Jonathan Leather2
US$

Peter Dunne3
US$

250,659

128,265

200,527

25,066

7,522

283,247

299,333

12,826

5,584

146,676

239,382

20,053

7,210

227,790

154,855

1 The benefits received by the executive directors include private medical insurance, permanent health assurance, life assurance cover and

a subscription to a sports club.

2 Jonathan Leather stepped down from the Board of Directors effective on 31 August 2023.
3 Peter Dunne stepped down from the Board of Directors effective 15 December 2023 and resigned from the company effective 31

December 2023.

All executive directors’ remuneration is converted from EUR to USD at an average exchange rate for 2023 of
1.08. In 2022 the comparative exchange rate was 1.06.

2023 Annual Report and Financial Statements REMUNERATION COMMITTEE REPORT
continued

Executive Directors’ remuneration 20231
The contracted salaries of the executive Directors for 2023, remain the same as for 2022.

Base Salary 2023

Base Salary 2022

Brian Larkin
EUR

Jonathan Leather2
EUR

Peter Dunne3
EUR

231,250

250,000

118,333

200,000

185,000

200,000

In January 2023 the directors accepted a 15% reduction in salary and benefits with this reduction to be reviewed by the remuneration
committee in second half of 2023. Ultimately, the 15% reduction lasted for exactly 6 months and the remuneration table above is reflective
of these salary savings.

December 2023.

2023 Bonus scheme
As noted above the Bonus scheme for Directors was suspended in 2023.

Non-Executive Directors’ remuneration 2023

Fees 2023

Fees 2022

Graham Martin
US$

46,140

49,835

Iman Hill
US$

28,837

31,147

Non-executive directors are paid in GBP and the average exchange rates were same at 1.25 for both 2023 and
2022 years respectively.

Non-Executive Directors’ remuneration 20231
The contracted fees payable to the non-executive Directors in 2023 remain the same as 2022.

Fees 2023

Fees 2022

Graham Martin
£

37,000

40,000

Iman Hill
£

23,125

25,000

No non–executive director is entitled to an additional fee for chairing any Committee.

United Oil & Gas PLCShare-option awards
The following share-option awards to Directors were in place as at 31 December 2023:

Director

Brian Larkin

Graham Martin

Iman Hill

Options

Option Price

Award Date

Vesting Date

Expiry Date

4,235,294

4,817,500

1,176,471

1,000,000

1,481,481

4.25p

02-Aug-2018

01-Aug-2021

30-Jul-2028

4.00p

17-Jun-2020

17-Jun-2023

16-Jun-2030

4.25p

02-Aug-2018

01-Aug-2021

30-Jul-2028

4.00p

17-Jun-2020

17-Jun-2023

16-Jun-2030

2.70p

29-Sep-2020

29-Sep-2023

28-Sep-2030

Share options have been awarded to directors and current staff of the Company and the aggregate number
of options awarded as at 31 December 2023 is 52,540,035 which is 8.0% of the issued Share Capital of the
Company. Directors or employees are required to be employed by the company at the time of the vesting of
the option to exercise their option awards. At the discretion of the Board, this condition can be waived by up to
1 year from the date of cessation of employment. No additional performance conditions are attached to the
option awards.

Non-executive directors are no longer eligible for future share option awards.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONAUDIT AND RISK COMMITTEE REPORT

Dear Shareholders,

The Audit and Risk Committee’s primary responsibilities include the monitoring of
the integrity of the Group’s Financial Statements, the effectiveness of the Group’s
risk management and internal assurance processes and related governance and
compliance matters and provide oversight on behalf of and to the Board in relation
to the Group’s Financial Reporting, Internal Controls and External Audit activities.

The Audit and Risk Committee is also responsible for overseeing the relationship with the external auditor,
including ongoing assessment of their independence and objectivity. During the year, the Committee met two
times, and the members attendance record is set out in the Corporate Governance section of the report.

Composition of the committee
The committee is compose of two members, I am Chair and serving with me on the Committee during 2023
was non-executive director; Iman Hill. The members of the Committee have been chosen to provide the wide
range of financial and commercial experience needed to fulfil these duties.

At our request, the CFO along with senior members of the finance department attend each meeting. The
external auditors attend when appropriate. The Audit and Risk committee met two times in 2023 with meetings
arranged around the key external reporting dates. The first meeting focused on the 2022 year-end Annual
Report and Accounts. The second meeting centred on the Group’s half year reporting in September 2023.
Subsequent to the year end, a meeting was held in April 2024 with the auditors to facilitate the planning of the
2023 audit.

Responsibilities
The key responsibilities of the Committee are as follows:

• monitor the integrity of the financial statements of the Company including its annual and half yearly reports

and any other announcements relating to its financial performance;

• review and report to the Board on significant financial reporting issues and judgements contained in the

reports and announcements having regard to matters communicated to it by the auditor;

• review and challenge the methods used to account for significant transactions;

• keep under review the Company’s internal financial control systems;

• consider and make recommendations to the Board, to be put to shareholders for approval at the

annual general meeting, in relation to the appointment, re-appointment and removal of the company’s
external auditor;

• oversee the relationship and terms of engagement with the external auditor including fees for audit and

non-audit services;

• review the findings of the audit with the external auditor including a discussion on the major issues which
arose during the audit, key accounting judgements and the auditors view of their interactions with senior
management; and

• annually review the Audit Committee’s Terms of Reference.

The Audit and Risk Terms of Reference are available on our website, https://www.uogplc.com/theboard

United Oil & Gas PLCExternal Auditor
KPMG were appointed the auditors in 2022 following a tendering process. The external audit fees for 2023 were
US$110,000. There were no principal non-audit fees in 2023. Any non-audit services are pre-approved by the
Committee. The Committee has decided that the size and scale of the Group’s activities does not justify an
Internal Audit function.

Key judgements and estimates in financial reporting

Key Judgements
and Estimates in
Financial Reporting

Audit and Risk
Committee
Review

Outcomes

Impairment of
exploration and
evaluation assets

Impairment of
development assets
in the Group

Impairment of
Investment -
Company Only

Yes

The treatment of exploration and evaluation asset balances across the Group
at the year-end to be materially correct. An impairment expense of $1.5m was
recognised in Egypt and $1.1m for Maria following the impairment of exploration
expenditure in the year (Note 10).

Abu Sennan concession was reviewed and an impairment expense of $21.7m
was recognised for Egypt. At the year end the Net Book Value in the Balance
Sheet was zero (Note 11).

The treatment of the investments in the company at the year end is
materially correct. An impairment expense of $19.7m was recognised (note 2
- Company), due to the impairment on the Abu Sennan concession in Egypt.

Conclusion
The Committee would like to thank our auditors, KPMG for their work on the 2023 financial statements. I would
also like to thank my fellow Committee member for her commitment and input to the work of the Committee
during 2023 and the financial team for their assistance, guidance, and support. Lastly, I would like to thank
Peter Dunne for his contribution to the Committee and to wish him well in his future endeavours.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) COMMITTEE REPORT

We are committed to
being transparent

Dear Shareholders,

It is extremely important to the Board that the business is run ethically and in a
transparent manner. The ESG scorecard that is linked to management reward
drives accountability and focus on moving forward with activities such as
emissions measurement and reduction and the development of structured
corporate responsibility performance indicators.

As Committee Chair, I am pleased to report on the activities of the Board ESG
Committee in 2023. Throughout 2023, Management continued to provide the
Committee with regular updates including on the safety and environmental
performance of operations in Egypt. Significant progress was also made this year,
on embedding the ESG related policies that we developed in 2022.

The Committee also began to consider the approach and requirements ahead of
the future data acquisition operations in Jamaica.

Iman Hill
ESG Committee Chair

United Oil & Gas PLCComposition of the committee
The composition of the committee changed in
August 2023 as the Chief Operating Officer stepped
down from the Board and Company. I served as
Chair, with Graham Martin, Chair of the Board of
Directors and the Chief Financial Officer also on the
committee.

Responsibilities and activities during the year
A link to the terms of reference for the Committee is
below. Key responsibilities of the Committee are:

• overseeing the ESG Strategy;

• overseeing the Company’s ESG targets and key

performance indicators;

• overseeing the Company’s ESG budget, as well as
major ad hoc pieces of spending related to ESG;

• overseeing third-party partnerships entered in

relation to the ESG Strategy; and

• overseeing how the ESG Strategy is

communicated internally and externally

The ESG Committee Terms of Reference are
available on our website: https://www.uogplc.com/
wp-content/uploads/2022/05/Enviromental-Social-
and-Governance-ESG-Committee-Terms-of-
Reference-Final-1.pdf

Our attention in 2023 has been on:
•

Implementation and embedding of policies,
standards and procedures developed in 2022.
Maintaining a live discussion on potential
additional policies, standards, or procedures
required that are commensurate with the size and
maturity of the Company.

• Detailed review of current Environmental and

Social investment projects implemented by the
Joint Operating Companies.

• Review and discussion of progress of ESG key

performance indicators for 2023.

• Discussion and review of the Company’s risks and

discussions on the risk matrix.

• Review of the operator’s emissions data collection,

reporting and emissions reduction initiatives.

• Monitoring of the health, safety and environmental
metrics reported by the operator. We are pleased
to report that we concluded an active in-year
drilling program with an impressive HSE record.

During the year the Committee focused on the
following matters:
Governance
The Group is committed to the ethical conduct of the
Group’s business including its corporate governance
framework and is guided by the 10 principles set
out in the QCA code. We promote a culture based
on ethical values and behaviours with embedded
risk management. Board Committees have been
established for ESG, Audit and Risk, Remuneration
and AIM Rules Compliance.

The focus in 2023 has been on embedding the
policies, standards, guidelines and procedures that
were developed in 2022 as part of core business.

ESG KPI’s
The ESG KPI’s account for 20% of the executive
directors corporate KPI’s and flow through to
Executive Compensation. The ESG KPI’s for 2023 have
been assessed by the ESG Committee and approved
by the Remuneration Committee in early 2023.
Further details can be found out in the Remuneration
Report page 52.

Environmental
Despite the current limited footprint of United as
an operator, the Board and management are fully
aligned on the need to also ensure that we are
working with the operator to understand and explore
ways to reduce the environmental footprint of our
operations. This includes investigating ways to
reduce greenhouse gas emissions, energy efficiency
and the reduction and management of waste.

Social
The Company is committed to managing its
relationships with its workforce, the communities
where it has business activities, and host
Governments in line with the highest standards
of corporate governance. At its core this means
full compliance with the Health, Safety and
Environmental management system, the policies,
procedures, and standards mentioned above. In
addition, United seek to ensure respect of human
rights and appropriate labour standards in the
supply chain. The company understands that good
integration with local communities is fundamentally
important to its ‘social license’ to operate.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONSTATEMENT OF DIRECTORS’ RESPONSIBILITIES
in respect of the Directors’ report and the financial statements

The Directors are responsible for preparing the Directors’ report and the strategic report and the Group and
Company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and Company financial statements for each financial
year. Under that law they have elected to prepare the Group financial statements in accordance with UK
adopted international accounting standards and the Company financial statements in accordance with FRS
101 Reduced Disclosure Framework 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 Company and of the Group's profit or loss
for that period. In preparing the Group and Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable Accounting Standards have been followed, subject to any material departures

disclosed and explained in the financial statements;

• assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the Group or Company or

to cease operations, or have no realistic alternative but to do so.

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 its financial statements comply with the Companies Act 2006.
They are responsible for such internal controls as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the
Group 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.

On behalf of the board

Brian Larkin
Chief Executive Officer - United Oil & Gas PLC

24 June 2024

60 United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED OIL & GAS PLC

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OPINION
We have audited the financial statements of United Oil & Gas Plc (‘the Company’) and its consolidated
undertakings (‘the Group’) for the year ended 31 December 2023 set out on pages 68 to 116, which comprise
the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated Balance sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement
of Cash Flows, the Company Balance sheet, the Company Statement of Changes in Equity and related notes,
including the summary of significant accounting policies set out in notes.

The financial reporting framework that has been applied in the preparation of the Group financial statements
is UK Law, UK adopted international accounting standards and, as regards the Company financial statements,
UK Law and UK accounting standards, including FRS 101 Reduced Disclosure Framework.

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs

as at 31 December 2023 and of the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international

accounting standards;

• the Company financial statements have been properly prepared in accordance with FRS 101 Reduced

Disclosure Framework issued by the UK’s Financial Reporting Council; 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 Company in
accordance with ethical requirements that are relevant to our audit of financial statements in the UK, including
the Financial Reporting Council (FRC)’s Ethical Standard as applied to a listed entity, 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 the going concern note on page 73, in the financial statements which indicates that,
in order to fund current and future expenditure commitments, the Group and Company are dependent on
the receipt of the remaining receivables due from the Egyptian operations and securing a Jamaican asset
farmout with reimbursement of back costs or equity funding. These matters constitute a material uncertainty
that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.

The directors have prepared the financial statements on the going concern basis as they do not intend to
liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group
and the Company’s financial position means that this is realistic. As set out the going concern note on page
73 in the financial statements, they have also concluded that there is a material uncertainty that could cast
significant doubt over their ability to continue as a going concern for at least a year from the date of approval
of the financial statements (“the going concern period”).

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.

2023 Annual Report and Financial Statements

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED OIL & GAS PLC

DETECTING IRREGULARITIES INCLUDING FRAUD
We identified the areas of laws and regulations that could reasonably be expected to have a material effect
on the financial statements and risks of material misstatement due to fraud, using our understanding of the
entity’s industry, regulatory environment and other external factors and inquiry with the directors. In addition,
our risk assessment procedures included:

•

Inquiring with the directors and other management as to the Group’s policies and procedures regarding
compliance with laws and regulations, identifying, evaluating and accounting for litigation and claims, as
well as whether they have knowledge of non-compliance or instances of litigation or claims.

Inquiring of directors and the audit committee and inspection of policy documentation as to the Group’s
policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any
actual, suspected or alleged fraud.

•

Inquiring of directors and the audit committee regarding their assessment of the risk that the financial
statements may be materially misstated due to irregularities, including fraud.

•

Inspecting the Group’s regulatory and legal correspondence.

• Reading Board and audit committee meeting minutes.

• Considering remuneration incentive schemes and performance targets for management and directors.

• Performing planning analytical procedures to identify any usual or unexpected relationships.

We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the
audit team.

The Group is subject to laws and regulations that directly affect the financial statements including
companies and financial reporting legislation. We assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement items, including assessing the
financial statement disclosures and agreeing them to supporting documentation when necessary.

The Group is not subject to other laws and regulations where the consequences of non- compliance could
have a material effect on amounts or disclosures in the financial statements.

Auditing standards limit the required audit procedures to identify non-compliance with these non-direct
laws and regulations to inquiry of the directors and other management and inspection of regulatory
and legal correspondence, if any. These limited procedures did not identify actual or suspected
non-compliance.

We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide
an opportunity to commit fraud. As required by auditing standards, we performed procedures to address
the risk of management override of controls. On this audit we do not believe there is a fraud risk related to
revenue recognition. We did not identify any additional fraud risks.

In response to the fraud risks, we also performed procedures including:

•

Identifying journal entries to test based on risk criteria and comparing the identified entries to
supporting documentation.

• Evaluating the business purpose of significant unusual transactions.

• Assessing significant accounting estimates for bias.

• Assessing the disclosures in the financial statements.

United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

As the Group is regulated, our assessment of risks involved obtaining an understanding of the legal and
regulatory framework that the Group operates and gaining an understanding of the control environment
including the entity’s procedures for complying with regulatory requirements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected
some material misstatements in the financial statements, even though we have properly planned and
performed our audit in accordance with auditing standards. For example, the further removed non-
compliance with laws and regulations (irregularities) is from the events and transactions reflected in
the financial statements, the less likely the inherently limited procedures required by auditing standards
would identify it.

In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are
not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all
laws and regulations.

KEY AUDIT MATTERS: OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
Key audit matters are those matters that, in our professional judgement, were of most significance in the
audit of the financial statements and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, 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 continue to perform procedures over the carrying value of production assets, revenue recognition
(IFRS 15) and the valuation of the loan and embedded derivative. However, following the Egypt operations
becoming a discontinued operation and the maturity of the loan and derivative, we have not assessed
these as the most significant risks in our current year audit and, therefore, they are not separately identified
in our report this year.

2023 Annual Report and Financial Statements

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED OIL & GAS PLC

In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were
as follows:

GROUP KEY AUDIT MATTERS
Carrying value of exploration and evaluation assets $6.1m (2022: $7.4m)
Refer to page 75 (accounting policy) and pages 91 to 92 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

Management reviews intangible
exploration assets for indicators
of impairment under IFRS 6 –
Exploration for and Evaluation of
Mineral Resources at the end of
each reporting period. Judgements
including whether renewal of licences
is planned, interpretation of the results
of exploration activity and the extent
to which the Group plans to continue
substantive expenditure on the assets.
In determining whether substantive
expenditure remains in the Group’s
plan, management considers factors
including future oil prices, plans to
develop or renew licences and future
exploration plans. If impairment
indicators exist, the assets are tested
for impairment and carried at the
lower of the estimated recoverable
amount and net book value.

This has been identified as a key audit
matter and a significant risk because
of the level of judgement involved and
the significance of the caption to the
balance sheet.

Our audit procedures included:

• We obtained and reviewed management’s and the Board’s
assessment of the carrying value of each of the Group’s
exploration and evaluation assets.

• We obtained and discussed each of the licences with

management. Our audit approach has taken account of
commercial and other developments – including for example
exploration results and other agreements and transactions
with third parties – as part of the Board’s formal annual review
of the carrying value of exploration and appraisal assets.

• Each exploration asset was assessed, taking account of key

milestone developments; future plans of funding, viability and
development; commercial arrangements; legislative and
regulatory matters; together with any indicators of impairment
as part of the assessment under IFRS 6 ‘Exploration for and
Evaluation of Mineral Resources’.

• We made inquiries of members of the Group finance team
to understand the performance of the Group and plans for
individual assets. We reviewed Board and Audit Committee
minutes to corroborate management’s plans and activities for
each of the assets.

• We challenged management’s conclusions in determining
whether impairment charges are required and evaluated if
there were indicators of possible management bias.

• We performed testing on the design and implementation of
the control in place over the impairment of exploration and
evaluation assets.

• We evaluated the completeness, accuracy and relevance of

disclosures required by IFRS 6.

Based on evidence obtained, we found that management’s
judgements were reasonable. We found the disclosures to
be adequate in providing an understanding of the basis
of impairment.

64 United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

COMPANY KEY AUDIT MATTER
Impairment of investments and loans due from subsidiary companies in United Oil & Gas Plc $2.1m
(2022: $21.8m)
Refer to page 109 (accounting policy) and page 113 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

The investments and loans held by
United Oil & Gas Plc company only
are a significant caption with regards
to the Company only Balance Sheet.
The investments are held at cost
less impairment.

This area has been identified as a key
audit matter due to the significance
of the balance to the Company and
the judgement involved in forecasting
future cashflows when assessing
recoverability.

Our audit procedures included:

• We obtained and documented the process for impairment

considerations and tested the design and implementation of
the relevant control therein.

• We obtained and reviewed management’s assessment of

impairment indicators in accordance with IFRS 9.

• We compared the carrying value of investments to the net

assets of the subsidiaries financial statements.

• We assessed the appropriateness of the methodology applied

by management in their assessment of the recoverable
amount of intragroup loans. We considered the audit work
performed in respect of the subsidiaries, including the
judgements and assumptions used in determining the
recoverability of Exploration assets.

• We challenged management‘s evaluation of the recoverable

amounts of loans to subsidiaries including review the
impairment provisions and net asset values of components
that have intercompany debt.

Based on the procedures performed, we did not identify any
material misstatements. We found the disclosures in respect
of investments and loans due from subsidiary companies to
be appropriate.

OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Materiality for the Group financial statements and Company financial statements as a whole was set at
$0.087m (2022: $0.4m) and $0.069m (2022:$0.2m) respectively, determined with reference to benchmarks
of net assets benchmarks for the Group and Company (of which it represents 1.5% (2022: 1.5%) and 1.5%
(2022: 1.5%) respectively. We consider net assets to be the most appropriate benchmark as it it best reflects
the operations of the Group and Company. In applying our judgement in determining the most appropriate
benchmark, the factor which had the most significant impact was:

• our understanding/view that one of the principal considerations for investors in assessing the financial

performance is the Group and Company’s net assets.

In applying our judgement in determining the percentage to be applied to the benchmark, the following
qualitative factor, had the most significant impact, decreasing our assessment of materiality:

• the entity operates in a volatile sector/market.

We applied Group and Company materiality to assist us determine the overall audit strategy.

Performance materiality for the Group financial statements and Company financial statements as a whole
was set at $0.065m (2022: $0.3m) and $0.052m (2022:$0.15m) respectively, determined with reference to
benchmarks of materiality (of which it represents 75% (2022: 75%) and 75% (2022: 75%) respectively.

2023 Annual Report and Financial Statements

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED OIL & GAS PLC

We use performance materiality to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds overall materiality. In applying our judgement in
determining performance materiality, we considered a number of factors including; the low number and
value of misstatements detected and the low number and severity of deficiencies in control activities
identified in the prior year financial statement audit.

We applied Group and Company performance materiality to assist us determine what risks were significant
risks for the Group.

We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding
$0.004m (2022: $0.02m), in addition to other identified misstatements that warranted reporting on
qualitative grounds.

The Group’s 8 components were subject to full scope audits for Group audit purposes. Taken together, the
Company and the components accounted for 100% of Group revenue and 100% of Group net assets.

Our audit was undertaken to the materiality and performance materiality level specified above and was all
performed by a single engagement team in Dublin.

We have nothing to report on the other information in the annual report
The directors are responsible for the other information presented in the Annual Report together with the
financial statements. The other information comprises the information included in the strategic report and
governance report of the annual report. The financial statements and our auditor’s report thereon do not
comprise part of the other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any
form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial
statements audit work, the information therein is materially misstated or inconsistent with the financial
statements or our audit knowledge. Based solely on that work we have not identified material misstatements
in the other information.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
Based solely on our work on the other information undertaken during the course of the audit:

• we have not identified material misstatements in the directors’ report or the strategic report;

•

in our opinion, the information given in the directors’ report and the strategic report is consistent with the
financial statements;

in our opinion, the directors’ report and the strategic report have been prepared in accordance with the
Companies Act 2006.

Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been

received from branches not visited by us; or

• the financial statements 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.

We have nothing to report in these respects.

66 United Oil & Gas PLC

STRATEGIC REPORT

GOVERNANCE REPORT

FINANCIAL REPORT

ADDITIONAL INFORMATION

RESPECTIVE RESPONSIBILITIES AND RESTRICTIONS ON USE
Responsibilities of Directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 60, the directors are
responsible for: the preparation of the financial statements including being satisfied that they give a true
and fair view; such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error; assessing the Group and
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 they either intend to liquidate the Group or 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, other irregularities or error, and to issue an opinion
in an auditor’s report. 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, other irregularities 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.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities
Our 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.

Keith Watt (Senior Statutory Auditor)

For and on behalf of
KPMG
Statutory Auditor

1 Stokes Place
St. Stephen’s Green
Dublin 2
D02 DE03

24 June 2024

2023 Annual Report and Financial Statements

CONSOLIDATED INCOME STATEMENT
For the year-ended 31 December 2023

Continuing operations:

Revenue

Other income

Cost of sales

Gross profit

Administrative expenses:

Other administrative expenses

New Venture write offs

Foreign exchange (losses) / gains

Operating (loss)

Finance expense

(Loss) before taxation

Taxation

(Loss) for the financial year attributable to the Company’s equity
shareholders from continued operations

(Loss) / profit for the year from discontinued operations

(Loss) / profit for the financial year attributable to the Company’s
equity shareholders

Total (loss) / earnings per share

From continuing operations expressed in cents per share:

Basic

Diluted

31 December
2023
$

Note

Restated

31 December
2022
$

(1,065,013)

(1,344,704)

(1,428,875)

(284,275)

(1,204,458)

5,035

(3,698,346)

(1,623,944)

(77,632)

(1,679,386)

(3,775,978)

(3,303,330)

(3,775,978)

(3,303,330)

(16,589,188)

5,652,107

(20,365,166)

2,348,777

(0.58)

(3.10)

(0.51)

0.36

From continuing and discontinued operations expressed in cents per share:

Basic

Diluted

The 2022 comparative results have been restated to show the effect of the discontinued operations separately
from continuing operations in accordance with IFRS 5.

United Oil & Gas PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year-ended 31 December 2023

(Loss) / profit for the financial year

Foreign exchange gains

Total comprehensive (expense) / income for the financial year
attributable to the Company’s equity shareholders

31 December
2023
$

31 December
2022
$

(20,365,166)

2,348,777

9,499

337,866

(20,355,667)

2,686,643

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCONSOLIDATED BALANCE SHEET
For the year-ended 31 December 2023

Assets:

Non-current assets

Intangible assets

Property, plant and equipment

Current assets

Inventory

Trade and other receivables

Derivative financial instruments

Cash and cash equivalents

Current liabilities:

Trade and other payables

Borrowings

Lease liabilities

Current tax payable

Non-current liabilities:

Provisions

Lease liabilities

Net assets

Equity and liabilities:

Capital and reserves

Share capital

Share premium

Share-based payment reserve

Merger reserve

Translation reserve

Retained earnings

Shareholders’ funds

31 December
2023
$

31 December
2022
$

Note

6,138,180

7,385,326

87,539

20,368,299

6,225,719

27,753,625

268,859

2,012,258

4,469,493

120,168

1,992,496

1,345,463

4,004,754

6,203,983

(1,900,774)

(3,709,667)

(1,189,356)

(2,964,225)

(94,348)

(83,985)

(3,184,478)

(6,757,877)

(254,068)

(233,630)

(7,356)

(254,068)

(240,986)

6,791,927

26,958,745

8,839,679

16,798,823

2,511,686

2,547,688

(2,697,357)

(998,638)

(1,008,137)

(17,662,266)

2,478,049

6,791,927

26,958,745

The financial statements were approved by the Board of Directors and authorised for their issue on 24 June 2024
and were signed on its behalf by:

Brian Larkin
Chief Executive Officer

Registered number: 09624969

United Oil & Gas PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year-ended 31 December 2023

Share
capital
$

Share
premium
$

Share-
based
payments
reserve
$

Retained
earnings
$

Translation
reserve
$

Merger
reserve
$

Total
$

For the year ended
31 December 2023

Balance at 1 January 2023

8,839,679

16,798,823

2,547,688

2,478,049

(1,008,137)

(2,697,357) 26,958,745

Loss for the year

Foreign exchange difference

Total comprehensive
income

Share-based payments
(Note 16)

Lapsed share-based
payments

(20,365,166)

9,499

(20,365,166)

9,499

(20,365,166)

9,499

- (20,355,667)

188,849

(224,851)

224,851

188,849

Balance at 31 December 2023

8,839,679

16,798,823

2,511,686 (17,662,266)

(998,638)

(2,697,357)

6,791,927

For the year ended 31
December 2022

Balance at 1 January 2022

8,416,182

16,215,361

2,247,465

201,543

(558,104)

(2,697,357) 23,825,090

Profit for the year

Foreign exchange difference

Total comprehensive
income

Foreign exchange adjustment
arising on change of parent
company functional currency
to USD

2,348,777

337,866

2,348,777

337,866

283,278

523,376

53,516

(72,271)

(787,899)

Shares issued

140,219

60,086

Share-based payments
(Note 16)

246,707

2,348,777

337,866

2,686,643

200,305

246,707

Balance at 31 December 2022

8,839,679

16,798,823

2,547,688

2,478,049

(1,008,137)

(2,697,357) 26,958,745

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCONSOLIDATED STATEMENT OF CASH FLOWS
For the year-ended 31 December 2023

Cash flow from operating activities

(Loss) / profit for the financial year before tax

Share-based payments

Depreciation & Amortisation

Fair value loss on derivatives

Impairment of intangible assets

Impairment of production assets

Interest expense

Foreign exchange movements

Tax paid

Changes in working capital

Decrease / (increase) in inventory

Decrease / in trade and other receivables

Decrease in trade and other payables

Cash inflow from operating activities

Cash outflow from investing activities

Proceeds received on disposal of non-current assets

Purchase of property, plant & equipment

Spend on exploration activities

Net cash used in investing activities

Cash flow from financing activities

Issue of ordinary shares net of expenses

Repayments on oil swap financing arrangement

Payments on oil price derivatives

Capital payments on lease

Interest paid on lease

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of financial year

Effects of exchange rate changes

Cash and cash equivalents at end of financial year

31 December
2023
$

31 December
2022
$

(18,157,008)

7,530,235

188,849

246,707

3,618,163

3,309,940

1,562,467

2,602,234

21,715,270

78,424

1,334,903

483,611

128,429

1,106,614

(2,208,157)

(5,238,704)

9,172,678

9,129,299

268,859

(123,289)

2,457,234

732,529

(1,797,824)

(1,032,853)

10,100,947

8,705,686

4,887,275

(4,959,474)

(5,610,924)

(1,280,665)

(2,972,201)

(6,240,139)

(3,695,850)

200,305

(1,718,250)

(1,452,118)

(1,522,892)

(95,806)

(5,504)

(90,096)

(86,669)

(1,819,560)

(2,951,470)

2,041,248

2,058,366

1,345,463

397,308

(1,394,215)

(1,110,211)

1,992,496

1,345,463

United Oil & Gas PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

PRINCIPAL ACCOUNTING POLICIES
Company Information
United Oil & Gas plc (“United” or “the Company”) is a public limited company incorporated and domiciled in
the United Kingdom. The address of the registered office is given on Page 119. United is the ultimate parent
company of the Group and except where otherwise indicated the following accounting policies apply to both
the Group and the Company.

Basis of Preparation
The financial statements have been prepared in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS as adopted by the United Kingdom.

IFRS is subject to amendment and interpretation by the IASB and the IFRS Interpretations Committee, and
there is an on-going process of review. These accounting policies comply with each IFRS that is mandatory for
accounting periods ending on 31 December 2023.

Joint Arrangements
The Group is engaged in oil and gas exploration, development, and production through unincorporated joint
arrangements; these are classified as joint operations in accordance with IFRS 11. The Group accounts for its
share of the results and assets and liabilities of these joint operations. The Group’s arrangement in Egypt is a
joint operation and has been accounted as such. Throughout the annual report joint operations is referred to
as Joint Venture and joint operations partners are referred to as Joint Venture partners.

The principal accounting policies set out below have been consistently applied to all periods presented.

Basis of Consolidation
The financial statements for the year ended 31 December 2023 incorporate the results of United Oil & Gas
plc and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has
the power to govern the financial and operating policies of an investee entity so as to obtain benefits from
its activities.

All intra-Group transactions, balances, income and expenses are eliminated in full on consolidation.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.

Going Concern
The Group’s business activities, together with the factors likely to affect its future development, performance
and position are set out in the Chair’s statement and the Strategic Report.

The key assumptions and related sensitivities include a “Reasonable Worst Case” ("RWC") sensitivity where
the Board has considered a scenario with significant aggregated downside, including a delay in the farmout,
subject to different terms and conditions than budgeted, delay in exercise of warrants, delay in receiving
outstanding receivables and an equity raise.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Under the combined RWC, the Group forecasts there will be sufficient resources to continue in operational
existence for the foreseeable future. The various assumptions considered were:

a. 50% reduction in receivables from Egyptian General Petroleum Corporation

b. Securing a Jamaica farmout with various reimbursement of back costs

c. No Jamaica Farmout in the period

d. Exercise of the Warrants in December 2024

e. No Exercise of Warrants

The likelihood of all the downside sensitivities occurring simultaneously is unlikely. Under such a RWC scenario,
we have identified suitable mitigating actions, including deferring capital expenditure, adjusting the Group's
cost base, and potentially undertaking an equity raise, which would be subject to market conditions and is not
guaranteed to succeed. However, based on past experience, the Directors believe that an equity raise is likely
to be successful.

Based on the forecast prepared by the Directors, the Group and Company will be able to discharge all
liabilities as they fall due.

The Directors believe that the Company is reasonably likely to achieve a Jamaican farmout or, if necessary,
obtain further equity funding. However, there is no guarantee that the Company will be able to secure a
farmout or such equity funding.

The Directors have considered the various matters set out above and have concluded that a material
uncertainty exists that may cast significant doubt on the ability of the Group and Company to continue as
a going concern and the Group and Company may therefore be unable to realise their assets or discharge
their liabilities in the normal course of business. Nevertheless, after making enquiries and considering the
uncertainties described above, the Directors are of the view that the Group and Company will have sufficient
cash resources available to meet their liabilities and continue in operational existence for at least 12 months
from the date of approval of these 2023 financial statements.

On that basis, the Directors consider it appropriate to prepare the financial statements on a going concern
basis. These financial statements do not include any adjustment that would result from the going concern
basis of preparation as not appropriate to use.

Revenue
Revenue is recognised under the principals of IFRS 15, and comprises invoiced sales of hydrocarbons to
customers, excluding value added and similar taxes. Also disclosed within revenue is tariff income recognised,
excluding value added and similar taxes, for gas transportation facilities provided to third parties.

Revenue is recognised at a point in time as control passes to the customer, which is typically the point of
delivery of hydrocarbons. The Group does not have performance obligations subsequent to delivery.

Other Revenue – Tax Entitlement Volumes
Under the concession agreements in Egypt, income tax due on taxable profit is paid on the Group’s behalf by
EGPC. To achieve this through the agreements, the Group notionally receives a greater share of hydrocarbon
production in excess of the Group’s entitlement interest share of production equal to the amount required to
cover the tax payable. The oil is produced and sold on the Group’s behalf and proceeds remitted to the tax
authorities. This income falls out with the definition of revenue and is therefore shown as other income with an
equal and opposite tax charge recorded through current taxation.

United Oil & Gas PLCDiscontinued operations
When the Group has sold or discontinued a component that represents a separate major line of business or
geographical area of operations during the year, or has classified the component as held for sale, its results
are presented separately, net of any profit or loss on disposal, in the statement of profit or loss and other
comprehensive income, with the comparative amounts restated.

A discontinued operation is a component of the Group's business that represents a separate major line of
business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that
has been disposed of, has been abandoned or that meets the criteria to be classified as held for sale.

Discontinued operations are presented in the consolidated statement of comprehensive income as a single
line which comprises the post-tax profit or loss of the discontinued operation along with the post-tax gain or
loss recognised on the re-measurement to fair value less costs to sell or on disposal of the assets or disposal
groups constituting discontinued operations.

Foreign Currency
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the year-end
date. All differences are taken to the Income Statement.

Assets and liabilities of subsidiaries that have a functional currency different from the presentation currency
(US dollar), if any, are translated at the closing rate at the date of each balance sheet presented. Income and
expenses are translated at average exchange rates. All resulting exchange differences are recognised in other
comprehensive income (loss), if any.

Finance Income and Costs
Interest is recognised using the effective interest method which calculates the amortised cost of a financial
asset or liability and allocates the interest income or expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of
the financial asset or liability to the net carrying amount of the financial asset or liability.

Exploration and Evaluation Assets
The group accounts for oil and gas expenditure under the full cost method of accounting.

Costs (other than payments to acquire the legal right to explore) incurred prior to acquiring the rights to
explore are charged directly to the profit and loss account. All costs incurred after the rights to explore an area
have been obtained, such as geological, geophysical, data costs and other direct costs of exploration and
appraisal are accumulated and capitalised as intangible exploration and evaluation ("E&E") assets.

E&E costs are not amortised prior to the conclusion of appraisal activities. At the completion of appraisal
activities if technical feasibility is demonstrated and commercial reserves are discovered, then following
development sanction, the carrying value of the relevant E&E asset will be reclassified as a development and
production asset within tangible fixed assets.

If after completion of appraisal activities in an area, it is not possible to determine technical feasibility or
commercial viability, then the costs of such unsuccessful exploration and evaluation are impaired to the
Income Statement. The costs associated with any wells which are abandoned are fully amortised when the
abandonment decision is taken.

Development and production assets are accumulated generally on a field by-field basis and represent the
costs of developing the commercial reserves discovered and bringing them into production, together with
the E&E expenditures incurred in finding commercial reserves which have been transferred from intangible
E&E assets.

The net book values of development and production assets are depreciated generally on a field-by field basis
using the unit of production method based on the commercial proven and probable reserves. Assets are not
depreciated until production commences.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Depreciation of Production Assets
Production assets are accumulated into cash generating units (CGUs) and the net book values are
depreciated on a prospective basis using the unit-of-production method by reference to the ratio
of production in the year and the related economic commercial reserves, taking into account future
development expenditures necessary to bring those reserves into production.

The gain or loss arising on disposal or scrapping of an asset is determined as the difference between the sales
proceeds, net of selling costs, and the carrying amount of the asset and is recognised in the income statement.

Each asset’s estimated useful life has been assessed with regard to both its own physical life limitations and
the present assessment of economically recoverable reserves of the oil and gas asset at which the item is
located, and to possible future variations in those assessments. Estimates of remaining useful lives are made
on a regular basis for all oil and gas assets, machinery and equipment, with annual reassessments for major
items. Changes in estimates which affect unit production calculations are accounted for prospectively.

Other Intangible Assets
Other intangible assets acquired separately from a business combination are capitalised at cost.

Intangible assets are amortised on a straight-line basis over their useful lives as follows:

• Computer software

33%

The carrying value of intangible assets is assessed annually and any impairment is charged to the income
statement.

Property, Plant and Equipment
Property, plant and equipment are stated at cost less depreciation. Depreciation is provided on a straight-line
basis at rates calculated to write off the cost less the estimated residual value of each asset over its expected
useful economic life. The residual value is the estimated amount that would currently be obtained from disposal
of the asset if the asset were already of the age and in the condition expected at the end of its useful life.

The annual rate of depreciation for each class of depreciable asset is:

• Computer equipment
• Fixtures & Fittings
• Right of use leasehold asset

33%
33%
100%

The carrying value of property plant and equipment is assessed annually and any impairment is charged to
the income statement.

Non-current assets held for sale and disposal groups
Non-current assets and disposal groups are classified as held for sale when:

• They are available for immediate sale

• Management is committed to a plan to sell

•

It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn

• An active programme to locate a buyer has been initiated

• The asset or disposal group is being marketed at a reasonable price in relation to its fair value, and

• A sale is expected to complete within 12 months from the date of classification.

United Oil & Gas PLC

Non-current assets and disposal groups classified as held for sale are measured at the lower of:

• Their carrying amount immediately prior to being classified as held for sale in accordance with the Group's

accounting policy; and

• Fair value less costs of disposal.

Following their classification as held for sale, non-current assets (including those in a disposal group) are
not depreciated.

The results of operations disposed during the year are included in the consolidated statement of
comprehensive income up to the date of disposal.

Impairment of Non-financial Assets
At each balance sheet date, the Directors review the carrying amounts of the Group’s tangible and intangible
assets, other than goodwill, to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss, if any. Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to
which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying
amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. If
the recoverable amount of a cash-generating unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets
of the unit pro rata based on the carrying amount of each asset in the unit.

An impairment loss is recognised as an expense immediately.

An impairment loss recognised for goodwill is not reversed in subsequent periods.

Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised
for the asset or cash-generating unit in prior periods. A reversal of an impairment loss is recognised in the
Income Statement immediately.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred.

A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured
at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).

Financial assets are classified into the following categories:

• amortised cost

• fair value through profit or loss (FVTPL)

• fair value through other comprehensive income (FVOCI).

In the periods presented the Group does not have any financial assets categorised as FVOCI or FVTPL.

The classification is determined by both:

• the entity’s business model for managing the financial asset; and

• the contractual cash flow characteristics of the financial asset.

Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions:

• they are held within a business model whose objective is to hold the financial assets and collect its

contractual cash flows; and

• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal

and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
other receivables fall into this category of financial instruments.

Impairment of Financial Assets
In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model to be applied.
The expected credit loss model requires the Group to account for expected credit losses and changes in
those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of
the financial assets.

IFRS 9 requires the Group to recognise a loss allowance for expected credit losses on trade receivables.

In particular, IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount
equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased
significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired
financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial
recognition, the Group is required to measure the loss allowance for that financial instrument at an amount
equal to 12 months ECL.

United Oil & Gas PLCClassification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and embedded derivative
financial instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except
for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with
gains or losses recognised in profit or loss.

If the terms of financial liabilities are modified, the new terms are examined to assess whether the change
constitutes a substantial modification. If it does, for instance where the present value of new cash flows differs
by more than 10% from the present value of cash flows under the original arrangement, this is treated as
extinguishment of the old liability and recognition of a new liability. A gain or loss is recognised based on the
difference between the derecognised carrying amount of the original liability and the opening measurement
of the new liability.

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit
or loss are included within finance costs or fair value gains/(losses) on derivative financial instruments.

Embedded derivative financial instruments and hedging instruments
A borrowing arrangement structured as a prepaid commodity swap with monthly repayments over 30
months has embedded in it a derivative that is indexed to the price of the commodity. This is considered to be
a separable embedded derivative of a loan instrument.

At the date of issue, the fair value of the embedded derivative is estimated by considering the derivative as a
series of forward contracts with modelling of the fixed and floating legs to determine a repayment schedule
and derive a net present value for the forward contract embedded derivative.

This amount is recognised separately as a financial liability or financial asset and measured at fair value
through the income statement. The residual amount of the loan is then recorded as a liability on an amortised
cost basis using the effective interest method until extinguished upon conversion or at the instrument’s
maturity date.

At inception of a hedge relationship, the Group documents the economic relationship between hedging
instruments and hedged items, including whether changes in the cash flows of the hedging instruments are
expected to offset changes in the cash flows of hedged items.

For cash flow hedges, the portion of the gains and losses on the hedging instrument that is determined to be
an effective hedge is taken to other comprehensive income and the ineffective portion is recognised in the
income statement. The gains and losses taken to other comprehensive income are subsequently transferred
to the income statement during the period in which the hedged transaction affects the income statement.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term
highly liquid investments with original maturities of three months or less.

Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method. Net realisable value is the estimated selling price of inventory on hand less all further costs
to completion and all costs expected to be incurred in marketing, distribution and selling.

Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method, less losses provision, when required.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Trade and other payables
Trade and other payables are generally stated at amortised cost using the effective interest rate.

Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in
which it is the lessee.

The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the lessee uses its incremental borrowing rate.

The lease liability is presented as a separate line in the statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the
lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease
payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use
asset) whenever:

• The lease term has changed in which case the lease liability is remeasured by discounting the revised

lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a
guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease
payments using an unchanged discount rate (unless the lease payments change is due to a change in a
floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which
case the lease liability is remeasured based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the effective date of the modification.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, prepayments
made on the lease at or before the commencement day, less any lease incentives received and any initial
direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.

The depreciation starts at the commencement date of the lease.

Provisions
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past
event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.

Provisions for the costs to decommission oil and gas properties are recognised when the Group has an
obligation required by the terms and conditions of the agreements and when a reliable estimate can be
made. The provision for the costs of decommissioning oil and gas properties at the end of their economic lives
is estimated using existing technology, at future prices, depending on the expected timing of the activity, and
discounted using the nominal discount rate. Estimates are regularly reviewed and adjusted as appropriate
for new circumstances. This decommissioning provision is included in the group Balance Sheet due to the
structure of joint operations.

United Oil & Gas PLCTaxation
Current taxation for each taxable entity in the Group is based on the local taxable income at the local
statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to
tax payable or recoverable in respect of previous periods.

Deferred Taxation
Deferred taxation is calculated using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred
tax arises from the initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realised, or the deferred
tax liability is settled.

Deferred tax liabilities are provided for in full.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Income
Statement, except where they relate to items that are charged or credited directly to equity in which case the
related deferred tax is also charged or credited directly to equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by
the same taxation authority on either the same taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.

Share-based Payments
Where share-based payments (warrants and options) have been granted, IFRS 2 has been applied whereby
the fair value of the share-based payments is measured at the grant date and spread over the period
during which they vest. A valuation model is used to assess the fair value, taking into account the terms and
conditions attached to the share-based payments. The fair value at grant date is determined including the
effect of market-based vesting conditions, to the extent such vesting conditions have a material impact.

The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
holders become fully entitled to the award (“the vesting date”).

The cumulative expense recognised for equity settled transactions at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number
of equity instruments that will ultimately vest.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as
if the terms had not been modified. An additional expense is recognised for any modification, which increases
the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee, as
measured at the date of modification.

Where an equity-settled award (share options) is cancelled, it is treated as if it had vested on the date of
cancellation if it had not yet fully vested, and any expense not yet recognised for the award is recognised
immediately. However, if a new award is substituted for the cancelled award and designated as a
replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a
modification of the original award, as described in the previous paragraph.

Where an equity-settled award is forfeited, the cumulative charge expensed up to the date of forfeiture is
credited to the Income Statement. Upon expiry of an equity-settled award, the cumulative charge expensed is
transferred from the Share-based payment reserve to retained earnings.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Equity
Equity comprises the following:

• “Share capital” represents amounts subscribed for shares at nominal value.

• “Share premium” represents amounts subscribed for share capital, net of issue costs, in excess of

nominal value.

• “Share-based payment reserve” represents the accumulated value of share-based payments.

• “Retained earnings” represents the accumulated profits and losses attributable to equity shareholders.

• “Translation reserve” represents the exchange differences arising from the translation of the financial

statements of subsidiaries into the Group’s presentational currency.

• “Merger reserve” represents amounts arising from statutory merger relief arising on business combinations.

New and Amended International Financial Reporting Standards Adopted by the Group
The Group has adopted the following standards, amendments to standards and interpretations which are
effective for the first time this year. The impact is shown below:

New/Revised International Financial
Reporting Standards

Effective Date;
annual periods
beginning on or
after

UKEB
adopted

Impact on
the Group

1 January 2023

Yes

No impact

Amendments to IAS 1: Classification of Liabilities as Current
or Non-current and Classification of Liabilities as Current
or Non-current

IAS 1

Disclosure of accounting policies (amendments to IAS 1
and IFRS Practice Statement 2)

1 January 2023

IAS 8

Definition of accounting estimate (amendment to IAS 8))

1 January 2023

IAS 12

Amendments to IAS 12: Deferred Tax relating to Assets and
Liabilities arising from a Single Transaction

1 January 2023

Yes

No impact

International Financial Reporting Standards in Issue But Not Yet Effective
At the date of authorisation of the consolidated financial statements, the IASB and IFRS Interpretations
Committee have issued standards, interpretations and amendments which are applicable to the Group. For
the next reporting period, applicable International Financial Reporting Standards will be those endorsed by the
UK Endorsement Board (UKEB).

New / revised International Financial Reporting Standards which are not considered to potentially have a
material impact on the Group’s financial statements going forwards have been excluded from the above.

New/Revised International Financial
Reporting Standards

Effective Date;
annual periods
beginning on or after

UKEB
adopted

IFRS 16

Lease liability in a sale and leaseback (amendment to IFRS 16)

1 January 2024

IFRS 10 and
IAS 28

Sale or contribution of assets between an investor and its associate
or joint venture

No confirmed date

IAS 1

Amendments to IAS 1: Classification of Liabilities as Current or Non-
current and Classification of Liabilities as Current or Non-current

1 January 2024

IAS 7 and
IFRS 7

Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements

1 January 2024

Yes

n/a

Yes

Management anticipates that all relevant pronouncements will be adopted in the Group's accounting policies
for the first period beginning after the effective date of the pronouncement. New standards, interpretations and
amendments not listed above are not expected to have a material impact on the Group's financial statements.

United Oil & Gas PLCCritical Accounting Judgements and Key Sources of Estimation Uncertainty
The preparation of financial statements in conformity with generally accepted accounting practice requires
management to make estimates and judgements that affect the reported amounts of assets and liabilities as
well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts
of revenues and expenses during the reporting period.

Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.

The following are the key estimates used in applying the accounting policies of the Group that have the most
significant effect on the financial statements:

Reserve Estimates
Reserves are estimates of the amount of product that can be economically and legally extracted from the
Group’s properties. In order to calculate the reserves, estimates and assumptions are required about a range
of geological, technical and economic factors, including quantities, production techniques, recovery rates,
production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and/or grade of reserves requires the size, shape and depth of fields to be determined
by analysing geological data such as drilling samples. This process may require complex and difficult
geological judgements and calculations to interpret the data.

Given that the economic assumptions used to estimate reserves change from year to year, and because
additional geological data is generated during the course of operations, estimates of reserves may change
from year to year. Changes in reported reserves may affect the Group’s financial results and financial position
in a number of ways, including the following:

• Asset carrying values may be affected by possible impairment due to adverse changes in estimated future

cash flows;

• Depreciation, depletion and amortisation charged in the Income Statement may change where such charges

are determined by the units of production basis, or where the useful economic lives of assets change.

Impairment of property, plant and equipment
The Group assesses at each reporting date whether there is any indication that these assets may be impaired
as indicated in note 11. If such indication exists, the Group estimates the recoverable amount of the asset. The
recoverable amount is assessed by reference to the higher of ‘value in use’ (being the net present value of
expected future cash flows of the relevant cash generating unit) and ‘fair value less cost to sell’. The Group
considers the quantities of the Proven and Probable Reserves, future production levels and future oil prices as
well as other IAS 36 criteria in their assessment of indicators of impairment.

In November 2023, the company agreed to the outline terms for selling the Abu Sennan concession in Egypt to
the Operator. As a result, the company's current and prior year results for Egypt are presented as discontinued
operations, as shown on the income statement and detailed in Note 1 of the accounts.

Due to the outlined sale terms and the anticipated default notice in January 2024 for the Abu Sennan
concession, the directors decided to write down the capitalised tangible oil and gas assets at the end of 2023,
resulting in a $21.7 million write-down.

Valuation of embedded derivatives within financial liability and standalone derivatives
In determining the value of the embedded derivatives, the Group makes assumptions about future events
and market conditions. The fair value is determined using a valuation model which is dependent on
further estimates.

Such assumptions are based on publicly available information and are detailed further in note 20. Different
assumptions about these factors to those made by the Group could materially affect the reported value of
the embedded derivative liability.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

As the financial liability is computed as the residual amount after deduction of the embedded derivative
valuation, any material difference in the value of the embedded derivative liability on initial recognition would
materially reduce (or increase) the loan financial liability thus increasing (or decreasing) the effective interest
rate applicable.

The following are the significant judgements used in applying the accounting policies of the Group that have
the most significant effect on the financial statements:

Impairment of exploration licences
Management reviews intangible exploration assets for indicators of impairment under IFRS 6 – Exploration for
and Evaluation of Mineral Resources at the end of each reporting period. This review of assets for potential
indicators of impairment requires judgement including whether renewal of licences is planned, interpretation
of the results of exploration activity and the extent to which the Group plans to continue substantive
expenditure on the assets. In determining whether substantive expenditure remains in the Group’s plan,
management considers factors including future oil prices, plans to develop or renew licences and future
exploration plans. If impairment indicators exist the assets are tested for impairment and carried at the lower
of the estimated recoverable amount and net book value.

In the UK North Sea, a Binding Asset Purchase Agreement had been signed with Quattro, in 2023, for the sale
of P2519 containing the Maria discovery to Quattro Energy Limited for a maximum consideration of up to
£5.7m – however the sale did not materialise due to the buyer’s inability to raise the funds and the deal was
terminated 31 October 2023. As a result, and with the licence expiring on 30 November 2023, the directors
decided not to seek a further extension and all costs incurred were written off to the value of $1.05m.

Due to the outlined sale terms and the anticipated default notice in January 2024 for the Abu Sennan
concession, the directors decided to write down the capitalised exploration and evaluation assets at the end
of 2023, resulting in a $1.5 million write-down.

United Oil & Gas PLC1. DISCONTINUED OPERATIONS
In November 2023, the Group made a decision to discontinue the Egypt operations.

The results of the discontinued operations, which have been included in the profit for the year, were as follows:

Revenue

Other revenue

Cost of sales

Administrative expenses

31 December
2023
$

31 December
2022
$

11,603,378

15,831,237

2,208,157

5,181,458

(7,618,685)

(8,143,910)

(371,049)

(428,450)

Impairment of exploration & producing assets

(23,249,658)

(483,611)

Release other Egypt working capital

Foreign exchange losses

Interest expense

Loss before tax

Attributable tax expense

3,178,065

(130,446)

(1,111,649)

(793)

(11,510)

(14,381,031)

10,833,565

(2,208,157)

(5,181,458)

Net loss attributable to discontinued operations

(16,589,188)

5,652,107

The 2022 comparative results have been restated to show the effect of the discontinued operations
separately from continuing operations in accordance with IFRS 5.

Assets and liabilities of Egypt have not been classified as held for sale at 31 December 2023 because
all short-term assets and liabilities are expected to be either settled or transferred to continuing Group
operations. These are included in the respective Group assets and liabilities and are as follows:

Assets

Property, plant and equipment

Trade and other receivables

Cash

Total assets

Liabilities

Trade and other payables

Lease liability

Total liabilities

Net assets

31 December
2023
$

6,309

1,966,380

1,468,315

3,441,004

(9,917)

(8,616)

(18,533)

3,422,471

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Cash flows from (used in) discontinued operations:

Net cash from operating activities

Net cash used in investing activities

Net cash flows for the year

31 December
2023
$

31 December
2022
$

10,730,660

10,654,073

(5,593,613)

(6,982,899)

5,137,047

3,671,174

2. SEGMENTAL REPORTING
Operating Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources,
assessing the performance of the operating segment and making strategic decision, has been identified as
the Board of Directors.

The Group operates in four geographic areas – the UK & Europe, Latin America and Egypt. The Group’s revenue
from external customers and information about its non-current assets (other than financial instruments,
deferred tax assets and post-employment benefit assets) by geographical location are detailed below.

The below information relates to both continuing and discontinued operations. The Egypt column represents
the discontinued operations.

UK and EU
$

Latin America
$

Egypt
$

Total
$

11,603,378

2,208,157

559,662

5,659,748

6,309

6,225,719

15,831,237

5,181,458

1,340,605

5,228,625

21,184,395

27,753,625

31 December
2023
$

31 December
2022
$

4,103,926

4,930,038

3,514,759

3,213,872

7,618,685

8,143,910

2023

Revenue

Other revenue

Non-current assets

2022

Revenue

Other revenue

Non-current assets

3. COST OF SALES

Production costs

Depreciation, depletion & amortisation

Discontinued Cost of Sales (Note 1)

United Oil & Gas PLC
4. OPERATING (LOSS) / PROFIT

Operating (loss) / profit is stated after charging:

Depreciation:

Owned assets

Right of use leased assets

Amortisation

Share based payments

Foreign exchange losses

Fees payable to the Company’s auditors for the audit of the annual financial
statements

31 December
2023
$

31 December
2022
$

3,520,382

3,219,080

97,780

88,382

2,478

188,849

246,707

1,334,903

1,106,614

110,000

5. DIRECTORS AND EMPLOYEES
The aggregate payroll costs of the employees, including Executive Directors and Non-Executive directors, were
as follows:

Staff costs

Wages and salaries

Share-based payments

Pension

Social security

31 December
2023
$

31 December
2022
$

1,476,066

1,566,200

188,849

246,707

110,357

121,563

129,062

127,527

1,896,835

2,069,496

Average monthly number of persons employed by the Group during the year was as follows:

By activity

Administrative

Directors

2023

2022

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Remuneration of Directors

Emoluments and fees for qualifying services

654,428

842,559

31 December
2023
$

31 December
2022
$

Share-based payments

Pension

Social security

Key management personnel are identified as all the Directors.

6. FINANCE EXPENSE

Fair value loss on derivatives

Effective interest on borrowings

Interest expense on lease liabilities

74,214

57,945

67,768

153,458

72,379

60,891

854,355

1,129,287

31 December
2023
$

31 December
2022
$

60,644

1,562,467

12,276

5,504

41,760

86,669

78,424

1,690,896

In this note, finance expense includes amounts of $793 (2022: $11,510) relating to discontinued operations (see
note 1).

7. TAXATION

Profit before tax

Profit on ordinary activities multiplied by standard rate of corporation tax
in the UK of 23.5% (2022: 19%)

Tax effects of:

Foreign tax

Adjustments in respect of prior periods

Double tax relief

Corporation tax charge (Note 1)

31 December
2023
$

31 December
2022
$

(18,157,008)

7,530,235

(4,266,897)

1,430,744

2,208,157

5,181,458

4,266,897

(1,430,744)

2,208,157

5,181,458

The Group has accumulated tax losses of approximately $24.7m (2022: $6.8m). No deferred tax asset was
recognised in respect of these accumulated tax losses as there is insufficient evidence that the amount will be
recovered in future years.

The tax rate changed from 19% to 23.5% from 2022 to 2023 respectively and is reflected in the table.

United Oil & Gas PLC8. EARNINGS PER SHARE
The Group has issued share warrants and options over Ordinary shares which could potentially dilute basic
earnings per share in the future.

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the year.

There were 60,070,869 (2022: 69,179,818) share warrants and options outstanding at the end of the year that
could potentially dilute basic earnings per share in the future.

Basic and diluted earnings per share:

Basic (loss) / earnings per share from continuing operations

Diluted earnings per share from continuing operations

Basic (loss) / earnings per share from continuing & discontinued operations

Diluted (loss) / earnings per share from continuing & discontinued operations

2023
Cents

(0.58)

(3.10)

2022
Cents

(0.51)

0.36

The (loss) and weighted average number of ordinary shares used in the calculation of earnings per share
from continuing operations are as follows:

(Loss) used in the calculation of basic and diluted earnings per share from
continuing operations

2023
$

2022
$

(3,775,977)

(3,303,330)

(Loss) / profit used in the calculation of basic and diluted earnings per share from
continuing and discontinued operations

(20,365,166)

2,438,777

Number of shares:

Weighted average number of ordinary shares for the purposes of basic
earnings per share

Dilutive shares

Weighted average number of ordinary shares for the purposes of diluted
earnings per share

2023

2022

656,353,969

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

9. SUBSIDIARIES
Details of the Group’s subsidiaries in 2023 are as follows:

Name and address of subsidiary

Principal
activity

Class of
shares

Place of
incorporation

% ownership held
by the Group

UOG Holdings Plc
2nd Floor, 38-43 Lincoln’s Inn Fields,
London, WC2A 3PE

UOG Ireland Limited 1
128 Lower Baggot Street,
Dublin D02 A430, Ireland

UOG PL090 Ltd 1
2nd Floor, 38-43 Lincoln’s Inn Fields,
London, WC2A 3PE

UOG Jamaica Ltd 1
2nd Floor, 38-43 Lincoln’s Inn Fields,
London, WC2A 3PE

UOG Crown Ltd 1
2nd Floor, 38-43 Lincoln’s Inn Fields,
London, WC2A 3PE

UOG Colter Ltd 1
2nd Floor, 38-43 Lincoln’s Inn Fields,
London, WC2A 3PE

UOG Egypt Pty (Branch)
54 Ahmed Badawi Street,
Upper Mearag, Cairo, Egypt

1 Held indirectly by United Oil & Gas Plc

2023

2022

Ordinary

England and
Wales

100

Ordinary

Ireland

100

Intermediate
holding
company

Oil and gas
exploration

Ordinary

England and
Wales

100

Oil and gas
exploration

Ordinary

England and
Wales

100

Oil and gas
exploration

Ordinary

England and
Wales

100

Oil and gas
exploration

Ordinary

England and
Wales

100

Oil and gas
exploration

Ordinary

Australia

100

United Oil & Gas PLC
10. INTANGIBLE ASSETS

Cost

At 1 January 2022

Additions

Exploration
and
evaluation
assets $

Computer
software
$

Total
$

7,813,541

2,972,201

11,474

7,825,015

2,972,201

Foreign exchange differences

(44,093)

(657)

(44,750)

At 31 December 2022

Additions

Foreign exchange differences

At 31 December 2023

Amortisation and impairment

At 1 January 2022

Charge for the year

Impairment

Foreign exchange differences

At 31 December 2022

Charge for the year

Impairment

Foreign exchange differences

At 31 December 2023

Net book value

At 31 December 2023

At 31 December 2022

10,741,649

10,817

10,752,466

1,280,665

74,386

12,096,700

2,847,274

483,611

26,530

1,280,665

366

11,183

7,650

2,478

(403)

74,752

12,107,883

2,854,924

2,478

483,611

26,127

3,357,415

9,725

3,367,140

2,602,234

329

2,602,234

329

5,959,649

10,054

5,969,703

6,137,051

7,384,234

1,129

1,092

6,138,180

7,385,326

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

At 31 December 2023 the group’s E&E carrying values of $6.1m related to our high impact exploration activity in
Jamaica, and the Waddock Cross development campaigns.

In Jamaica, the work program continues in parallel with the ongoing farmout activity which is seeking to bring
in a partner before the end of the current licence period. Currently the company has 4 interested partners
under NDA, and the Licence has been extended to 31 January 2026. The Balance Sheet value of our Jamaican
exploration asset was $5.7m at 31 Dec 2023, and given the ongoing work programme and active farmout
process no conditions exist that would result in the impairment of the carrying value of the asset.

In the UK Waddock Cross licence, the Operator, Egdon Resources Ltd recently announced the licence has been
granted a 5-year extension and expires in March 2029. Planning has been submitted for a redevelopment
well and the operator expects the outcome of this to be granted in September 2024. As a result, and with an
active work programme in place for 2024, the directors are of the view that all costs incurred on the licence at
December 2023 are fully recoverable given the commercial viability of the development demonstrated by the
operator. As a result, United continue to carry capitalised costs of $0.4m at 31 December 2023, which includes
a decommissioning asset recognised of $0.25m.

Management reviews the intangible exploration assets for indications of impairment at each balance sheet
date based on IFRS 6 criteria such as where commercial reserves have not yet been established and the
evaluation, exploration work is ongoing and a development plan has not been approved. As a result of these
reviews the Directors believe no impairment indicators exist on the company’s remaining exploration portfolio,
and as a result carry intangibles at cost value of $6.1m at 31 December 2023.

United Oil & Gas PLC11. PROPERTY, PLANT AND EQUIPMENT

Cost

At 1 January 2022

Additions

Production
assets
$

Computer
equipment
$

Fixtures
and
fittings
$

Right of
use asset
$

Total
$

24,453,758

12,638

2,740

190,033

24,659,169

5,600,238

10,686

87,012

5,697,936

Foreign exchange differences

(724)

(157)

(3,508)

(4,389)

At 31 December 2022

30,053,996

22,600

2,583

273,537

30,352,716

Additions

Foreign exchange differences

4,958,276

1,198

764

91,234

5,050,708

7,982

8,833

At 31 December 2023

35,012,272

24,562

2,670

372,753

35,412,257

Depreciation

At 1 January 2022

Charge for the year

6,568,370

3,213,872

9,984

4,359

1,142

849

88,864

6,668,360

88,382

3,307,462

Foreign exchange differences

(509)

(54)

9,158

8,595

At 31 December 2022

Charge for the year

Impairment

Foreign exchange differences

9,782,242

13,834

1,937

186,404

9,984,417

3,514,760

4,967

656

97,780

3,618,163

21,715,270

558

21,715,270

6,233

6,868

At 31 December 2023

35,012,272

19,359

2,670

290,417

35,324,718

Net book value

At 31 December 2023

At 31 December 2022

20,271,754

5,203

8,766

82,336

87,539

646

87,133

20,368,299

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

12. INVENTORY

Oil in tanks

2023
$

2022
$

268,859

With the anticipated default from the Abu Sennan licence in January 2024, all Oil inventory value has been
written down to zero in accordance with the terms of exiting the licence and reassigning of our 22% share to
the remaining JV partners on the licence.

13. TRADE AND OTHER RECEIVABLES

Trade receivables

Prepayments

Contract assets

Other tax receivables

2023
$

2022
$

873,165

3,549,051

7,174

6,941

1,093,215

873,206

38,704

40,295

2,012,258

4,469,493

The Directors consider that the carrying values of trade and other receivables are approximate to their fair values.

No expected credit losses exist in relation to the Group’s receivables as at 31 December 2023 (2022: $nil).

Trade receivables represent amounts invoiced for oil and gas sold in the year, not yet received from EGPC and
a provision of $500k to cover the potential assignment bonus and legal fees associated with the Abu Sennan
concession transfer. Contract assets relate to two month’s Oil & Gas invoices not received at year-end for the
Abu Sennan producing assets in Egypt under the receivable terms of the agreement with EGPC.

14. CASH AND CASH EQUIVALENTS

Cash at bank (GBP)

Cash at bank (EUR)

Cash at bank (USD)

Cash at bank (EGP)

2023
$

18,438

109,854

2022
$

52,251

23,620

608,679

799,390

1,255,525

470,202

1,992,496

1,345,463

At 31 December 2023 and 2022 all significant cash and cash equivalents were deposited in creditworthy
financial institutions in UK, Ireland and Egypt.

United Oil & Gas PLC

15. SHARE CAPITAL, SHARE PREMIUM AND MERGER RESERVE
Allotted, issued, and fully paid:

Ordinary shares of £0.01 each

At 1 January 2023

At 31 December 2023

Number

Share capital
$

2023
Share
premium
$

656,353,969

8,839,679

16,798,823

656,353,969

8,839,679

16,798,823

Number

Share capital
$

2022
Share
premium
$

Ordinary shares of £0.01 each

At 1 January 2022

644,803,969

8,416,182

16,215,361

Effect of Parent company functional currency change

283,278

523,376

Allotments:

Shares issued for cash (exercise of warrants)

11,550,000

140,219

60,086

At 31 December 2022

656,353,969

8,839,679

16,798,823

As regards income and capital distributions, all categories of shares rank pari passu as if the same
constituted one class of share. Deferred shares are disclosed in Note 18.

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

16. SHARE-BASED PAYMENTS
Share Options
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during
the year are as follows:

2023

Outstanding at the beginning of the year

Issued

Expired

Outstanding at the year end

Number vested and exercisable at 31 December 2023

2022

Outstanding at the beginning of the year

Issued

Expired

Outstanding at the year end

Number vested and exercisable at 31 December 2022

Number of
Options

61,648,984

(9,108,949)

52,540,035

36,280,628

Number of
Options

49,604,414

13,662,005

(1,617,435)

61,648,984

14,431,374

WAEP
£

0.04

0.03

0.04

WAEP
£

0.04

0.02

0.04

Directors or employees are required to be employed by the company at the time of the vesting of the option to
exercise their option awards. At the discretion of the Board, this condition can be waived by up to 1 year from the
date of cessation of employment. No additional performance conditions are attached to option awards.

The fair values of share options issued in the current and previous financial year were calculated using the
Black Scholes model as follows:

Date of grant

Number granted

Share price at date of grant

Exercise price

Expected volatility

Expected life from date of grant (years)

Risk free rate

Expected dividend yield

Fair value at date of grant

Earliest vesting date

Expiry date

Share options

30 Sep 2022

6,862,005

6,800,000

£0.016

£0.025

68.15%

6.34

£0.016

68.15%

6.41

4.3172%

£0.009

£0.011

31 May 2025

25 Jul 2025

29 May 2032

23 Jul 2032

United Oil & Gas PLCExpected volatility was determined based on the historic volatility of the Company’s shares for a period
averaging 1 year. The expected life used in the model has been adjusted, based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The Group recognised total expenses of $188,849 (2022: $246,707) in the income statement in relation to share
options accounted for as equity-settled share-based payment transactions during the year. Also in the year
a credit for options that have lapsed which previously incurred a SBP charge for an amount of $224,852 was
credited directly to the SBP reserve account. The balance of the share based payment reserve at 31 December
2023 was $2,511,685 (2022: $2,547,688).

Warrants
Details of the number of share warrants and the weighted average exercise price (WAEP) outstanding during
the year are as follows:

2023

Outstanding at the beginning of the year

Outstanding at the year end

Number vested and exercisable at 31 December 2023

2022

Outstanding at the beginning of the year

Exercised

Expired

Outstanding at the year end

Number vested and exercisable at 31 December 2022

Number of
Options

7,530,834

Number of
Options

64,093,040

(11,550,000)

(45,012,206)

7,530,834

WAEP
£

0.03

WAEP
£

0.05

0.01

0.08

0.03

Expected volatility was determined based on the historic volatility of a comparable company’s shares for a
period averaging 1 year. Management believes a 1 year volatility period is sufficient for a company of United’s
short history and long enough for option holders to gauge performance over this period, and is sufficient when
compared with peer companies of United’s size in the industry. The expected life used in the model has been
adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.

The Group recognised total expenses of $nil (2022: $nil) in relation to share warrants accounted for as equity-
settled share-based payment transactions during the year.

17. TRADE AND OTHER PAYABLES

Trade payables

Other payables

Deferred shares (note 18)

Accruals

2023
$

2022
$

458,509

499,217

1,257,326

1,295,680

40,476

144,463

1,874,294

1,900,774

3,709,667

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

18. DEFERRED SHARES
On 12 October 2015, the Company issued 30,000 Deferred Shares of £1 for £30,000 to the founder, which have
an entitlement to a non-cumulative annual dividend at a fixed rate of 0.1 per cent of their nominal value.
The Deferred Shares have no voting rights attached to them and may be redeemed in their entirety by the
Company for an aggregate redemption payment of £1. They were initially recognised at their proceeds and
carried at amortised amounts.

19. LEASES
Right of Use Assets
The Group used leasing arrangements relating to property, plant and equipment. As the Group has the right of
use of the asset for the duration of the lease arrangement, a “right of use” asset is recognised within property,
plant and equipment.

When a lease begins, a liability and right of use asset are recognised based on the present value of future
lease payments.

2023
$

5,504

2022
$

86,669

(101,310)

(176,765)

91,234

87,012

(97,780)

(88,382)

1,752

87,133

82,339

(12,666)

101,169

87,133

2023
$

2021
2022

94,348

83,985

94,348

7,356

91,341

Interest expense on lease liabilities

Total cash outflow for leases

Additions to right-of-use assets

Disposals from right-of-use assets

Depreciation charge – right of use assets

Foreign exchange movement on right of use assets

Right of use assets - carrying amount at the beginning of the year

Carrying amount at the end of the year

Lease liabilities

Current

Non-current

United Oil & Gas PLC20. BORROWINGS AND DERIVATIVES
Amounts payable on borrowings held by the Group falling due within one year and in more than one year are:

Secured – at amortised cost

Current

The assets of the Group are held as security against the loan.

Separated embedded derivative

Loan derivative (asset) / liability

2023
$

2022
$

1,189,356

2,964,225

1,189,356

2,964,225

2023
$

2022
$

(120,168)

Summary of Borrowing Arrangements
In February 2020, the Group entered into a prepaid commodity swap arrangement for $8 million to part-
finance the acquisition of Rockhopper Egypt Pty Ltd. The repayment schedule provided for 30 monthly
repayments which were structured as a fixed notional amount with variations based on movements in oil
prices with a cap.

Due to the price structure, the arrangement includes an embedded derivative (a forward contract). For
financial reporting purposes, this must be separately accounted for at fair value at each balance sheet date.
The balance of proceeds that did not relate to the derivative were treated as the opening carrying amount of
the loan which will then be measured at amortised cost over its life, with finance charges recognised to give
an even return over the loan life and repayments of capital allocated appropriately.

As at 31 December 2023, a fair value loss of $60,644 has been recognised (as finance expense) as a result
of oil price movements in the period (2022: $1,562,467 loss). Settlement terms were reached with the debt
provider and the residual balance outstanding as of date of signing of the group accounts will be repaid at
the earlier of the next EGPC payment or September 2025. As a result only short term debt is recognised on the
balance sheet and all derivative instruments have been removed at year end (2022: $120,168).

In January 2022 the Group extended the final maturity date on the facility from 30 September 2022 to 31
December 2023. The new terms with revised terms. As a result, a modification occurred and the loan and
embedded derivative were remeasured. The new terms provide downside protection at $70/bbl for a volume
of bbls through to the end of 2023. Revised settlement terms were reached post year end which have been
stated above.

The valuations of the host debt and derivative on initial recognition and valuation of the remaining embedded
derivative as at 31 December 2022 were undertaken using data provided by independent third parties.

The fair value of the contracts has been estimated using a valuation technique that maximises the use of
observable market inputs. These are classified as Level 2 in the fair value hierarchy (see note 22).

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONEmbedded
derivative

2022

Loan

Embedded
derivative

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Reconciliation of liabilities / (assets) arising from financing activities

2023

At 1
January
2023
$

Interest
accrued
$

Repaid in
cash
$

Transfers
$

Fair value
movements
$

Loan

2,964,225

63,549

(1,718,250)

(120,168)

120,168

2,844,057

63,549

(1,718,250)

At 31
December
2023
$

1,189,356

At 1
January
2022
$

Interest
accrued
$

Repaid in
cash
$

Modifications
& Fair Value
Movements
$

At 31
December
2022
$

2,422,212

41,760

(1,452,118)

1,952,371

2,964,225

1,346,044

(1,522,892)

56,680

(120,168)

3,768,256

41,760

(2,975,010)

2,009,051

2,844,057

Fair value movements are recognised in finance costs (see note 6).

21. PROVISIONS

Opening balance

Changes in provision during the year

Accretion of provision

Uses of provision in the year

Closing balance

2023
$

233,630

2022
$

(2,124)

233,630

9,372

13,190

254,068

233,630

The decommissioning provision is for the existing wells, WX-2 and WX-3, previously drilled on the Waddock
Cross licence, onshore UK. The decommissioning provision has been calculated assuming industry
established oilfield decommissioning techniques and technology at current prices and is discounted at 3.81%
per annum reflecting the associated risk profile.

22. FINANCIAL INSTRUMENTS
Classification of Financial Instruments
The fair value hierarchy groups financial assets and liabilities into three levels based on the significance of
inputs used in measuring the fair value of the financial assets and liabilities.

The fair value hierarchy has the following levels:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of
significant input to the fair value measurement.

100

United Oil & Gas PLC
The only financial instruments measured at fair value in the balance sheet are the embedded derivatives
and standalone derivatives which are classified as Level 2 according to the above definitions. There were no
transfers in or out of Level 2 in the year.

There are no financial instruments classified at Level 1 or Level 3 in the years presented.

The tables below set out the Group’s accounting classification of each class of its financial assets and liabilities.

Financial assets measured at amortised cost

Trade receivables (note 13)

Contract assets (note 13)

Cash and cash equivalents (note 14)

2023
$

2022
$

873,165

3,549,051

1,093,215

873,206

1,992,496

1,345,463

3,958,876

5,767,720

All of the above financial assets’ carrying values are approximate to their fair values, as at 31 December 2023
and 2022.

Financial liabilities measured at amortised cost

Trade payables (note 17)

Other payables (note 17)

Lease liabilities (note 19)

Borrowings (note 20)

Accruals (note 17)

2023
$

2022
$

458,509

499,217

1,257,326

1,295,680

94,348

91,341

1,189,356

2,964,225

144,463

1,874,294

3,144,002

6,724,757

In the view of management, all of the above financial liabilities’ carrying values approximate to their fair values
as at 31 December 2023 and 2022.

Derivative financial (assets) / liabilities (note 20)

Measured at fair value through
profit or loss

2023
$

(120,168)

Fair Value Measurements
This note provides information about how the Group determines fair values of various financial assets and
financial liabilities.

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis
The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the
consolidated financial statements approximate their fair values (due to their nature and short times to maturity).

Fair value of financial liabilities that are measured at fair value on a recurring basis
The fair value of derivative financial instruments has been estimated using a valuation technique that
maximises the use of observable market inputs.

101

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

23. FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT
The Group’s operations expose it to degrees of financial risk that include liquidity risk, credit risk, interest rate risk.

This note describes the Group’s objectives, policies and process for managing those risks and the methods
used to measure them. Further quantitative information in respect of these risks is presented in notes 13, 14, 17,
19, 20, 22 and 24.

Liquidity Risk
Liquidity risk is dealt with in note 24 of these financial statements.

Credit Risk
The Group’s credit risk is primarily attributable to its cash balances.

The credit risk on liquid funds is limited because the third parties are large international banks with a minimum
investment grade credit rating.

The Group’s total credit risk amounts to the total of trade receivables, other receivables and cash and cash
equivalents. Credit assessments are routinely reviewed on all of the Group’s joint venture partners and other
counterparties.

As described in note 13, there are no expected credit losses on trade receivables. This conclusion was
reached by applying the matrix approach described in IFRS 9, grouping trade receivables based on their
characteristics and applying known default rates to each group. Since there is no history of default for trade
receivables in any of the groupings, there are no lifetime expected credit losses to recognise.

Market risk - interest rate risk
The Group’s only exposure to interest rate risk is the interest received on the cash held on deposit, which is
immaterial. The Group’s borrowings outstanding at 31 December 2023 and 31 December 2023 are structured in
such a way, through the use of a pre-paid commodity swap, so that the notional interest charge is fixed and
therefore there is no net interest rate risk. IBOR reform has had no effect on interest rate risk as the group does
not have borrowings or investments based on such an index.

Market risk - commodity Price risk
The company manages its exposure to commodity price risk on an ongoing basis. The loan for the acquisition
of Rockhopper Egypt also involved a derivative arrangement to manage the exposure arising from having
the loan payments based on oil quantities rather than a fixed cash price. In this arrangement the combined
put and call arrangements provide the group with protection against price movements on either side of a
protected collar. The risk has been eliminated by 31 December 2023 as the loan is now short-term creditors
with no further hedging components.

Market risk - foreign exchange risk
The Group is exposed to foreign exchange movements on monetary assets and liabilities denominated
in currencies other than USD. The Group's operational and administrative transactions are carried out
predominantly in USD but also in GBP, EUR and EGP.

The monetary assets and liabilities denominated in currencies other than USD are relatively immaterial (see
notes 13 and 14), with the exception of EGP cash balances which pose the primary transactional risk at this
time due to the Central Bank of Egypt imposing restrictions on the remittance of USD outside the country. This
is considered manageable as the majority of payments in Egypt can be made in local currency. However,
where we are required to repatriate USD funds after restrictions imposed, has incurred foreign exchange loss
as lack of counterparties for any deals with EGP to USD. The situation has changed since the EGP has been
allowed to freefloat. All receivables remain denominated in USD reducing any currency exposure.

The Group does not hold material foreign currency balances other than EGP funds and currently does
not consider it necessary to take any action to mitigate these foreign exchange risk due to the level of
immateriality of the risk.

102

United Oil & Gas PLC24. LIQUIDITY RISK
United closely monitors and manages its liquidity risk using both short and long term cashflow projections,
supplemented by debt and equity financing plans and active portfolio management. Cash forecasts are
regularly produced and sensitivities run for different scenarios including, but not limited to, changes in asset
production profiles and cost schedules. Prudent liquidity risk management includes maintaining sufficient cash
balances to ensure the Group can meet liabilities as they fall due.

In managing liquidity risk, the main objective of the Group is therefore to ensure that it has the ability to pay all
of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its debt
repayments as they fall due. The table below shows the undiscounted cash flows on the Company’s / Group’s
financial liabilities as at 31 December 2023 and 2022 on the basis of their earliest possible contractual maturity.

Total
$

Payable on
demand
$

Within 2
months
$

Within
2 -6
months
$

Within
6 – 12
months
$

Within
1-2
years
$

At 31 December 2023

Trade payables

458,509

Other payables

1,257,326

Lease liabilities

Borrowings

Accruals

95,809

1,189,356

144,463

21,413

39,074

35,322

350,000

650,000

189,356

144,463

3,145,463

1,257,326

829,922

833,537

224,678

Total
$

Payable on
demand
$

Within 2
months
$

Within
2 -6
months
$

Within
6 – 12
months
$

Within
1-2
years
$

At 31 December 2022

Trade payables

499,217

Other payables

1,295,680

Lease liabilities

Borrowings

Derivative financial
instruments

182,302

2,968,200

(120,168)

Accruals

1,874,294

19,373

35,336

39,428

88,165

236,941

473,882

2,257,377

(20,028)

(40,056)

(60,084)

1,874,294

6,699,525

1,295,680

735,503

2,343,456

2,236,721

88,165

Details of the Groups Borrowings and Derivatives can be found in Note 20.

The Group deposits cash with a number of international and UK financial institutions, ensuring sufficient
liquidity to enable the Group to meet its short and medium-term expenditure requirements.

103

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year-ended 31 December 2023

25. CAPITAL MANAGEMENT
The Group’s capital management objectives are:

• To provide long-term returns to shareholders; and

• To ensure the Group’s ability to continue as a going concern.

The Group defines and monitors capital on the basis of the carrying amount of equity plus borrowings less
cash and cash equivalents as presented on the face of the balance sheet and as follows:

Equity

Borrowings

Lease liabilities

Derivatives

Cash and cash equivalents

2023
$

2022
$

6,791,927

26,958,745

1,189,356

2,964,225

94,348

91,341

(120,618)

(1,992,496)

(1,345,463)

6,083,135

28,548,230

The Board of Directors monitors the level of capital as compared to the Group’s commitments and adjusts
the level of capital as is determined to be necessary by issuing new shares. The Group is not subject to any
externally imposed capital requirements.

These policies have not changed in the year. The Directors believe that they have been able to meet their
objectives in managing the capital of the Group.

26. RELATED PARTY TRANSACTIONS
Key management personnel are identified as the Directors of the Company, and their remuneration is
disclosed in note 5.

28. FINANCIAL COMMITMENTS
As at 31 December 2023, the Group’s commitments comprise their exploration expenditure interests in the
Walton-Morant licence in Jamaica.

These commitments have been summarised below:

31 December
2023
$m

31 December
2022
$m

0.7

5.6

0.4

6.0

Exploration/Production Licence

Abu Sennan

Walton Morant

Waddock Cross

104

United Oil & Gas PLCContingencies
In January 2024, UOG Egypt Pty Limited, a subsidiary company, received a default notice for unpaid cash calls
of approximately $3.8 million. This default notice was not remedied. The Group is currently negotiating to exit
the Abu Sennan concession. To facilitate this transfer, the debt provider has provided a waiver to the security
over the Abu Sennan concession. However, if a mutual agreement with the joint venture partners cannot
be reached, the subsidiary company may face arbitration in the UK to resolve any disputed amounts. The
outcome of such arbitration is uncertain

28. ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be an ultimate controlling party.

29. EVENTS AFTER THE BALANCE SHEET DATE
• On 18 January 2024, the Group received a default notice for $3.8m for unpaid cash calls from the Operator
of the Abu Sennan Concession. The default was not remedied, and we are working towards an orderly exit
from the concession.

• At the end of January 2024, the Group was notified that it had received a two-year licence extension for

Jamaica, taking the licence tenure to 31 January 2026.

•

In March 2024, the Group raised £1 million through an equity offering, issuing 500,000,000 new ordinary
shares at £0.002 each. As part of the offering, the Group issued one warrant for every three shares
purchased, with an exercise price of £0.0028. The warrants will expire on 31 December 2024. The nominal
value of the shares was changed from £0.01 to £0.00001.

• On 1 April 2024 the Group announced that it had received a five-year licence extension for the Waddock

Cross licence, taking the licence tenure to March 2029.

• Early April 2024, the Group received USD $1 million from Egyptian General Petroleum Corporation in

regarding it’s receivables balance that was outstanding. The remaining balance is expected to be received
over the summer months.

•

In April 2024, Iman Hill agreed to provide consultancy services to the Group to support the progress of
the Jamaica project. The initial contract is for three months, with the possibility of extension by mutual
agreement or termination with one month's notice. Iman is a non-executive Director of the Company.

•

In May 2024, the Group reached an agreement with its debt facility provider regarding the repayment terms
of the outstanding debt.

30. APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were approved by the Board of directors and authorised for their issue on 24 June
2024 and were signed on its behalf by:

Brian Larkin
Chief Executive Officer

105

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONCOMPANY BALANCE SHEET
For the year-ended 31 December 2023

Assets:

Non-current assets

Investments

Current assets

Trade and other receivables

Derivative financial instruments

Cash and cash equivalents

Total Assets

Equity and liabilities:

Capital and reserves

Share capital

Share premium

Share-based payment reserve

Retained losses:

Opening retained losses

Other movements

Loss for the year

Total retained earnings

Shareholders’ funds

Current liabilities

Trade and other payables

Borrowings

Deferred shares

Total liabilities

Total equity and liabilities

31 December
2023
$

31 December
2022
$

Note

2,097,692

21,758,070

8,851,288

8,161,944

120,168

411,638

399,954

9,262,926

8,682,066

11,360,618

30,440,136

8,839,679

16,798,823

2,511,686

2,547,688

(13,992,148)

(10,708,297)

224,851

(23,071,884)

(3,283,851)

(36,839,181)

(13,992,148)

(8,688,993)

14,194,042

18,819,780

13,241,394

1,189,356

2,964,225

40,475

20,049,611

16,246,094

20,049,611

16,246,094

11,360,618

30,440,136

The notes to these financial statements form an integral part of these financial statements.

The financial statements were approved by the Board of Directors and authorised for their issue on 24 June 2024
and were signed on its behalf by:

Brian Larkin
Chief Executive Officer

Registered number: 09624969

106

United Oil & Gas PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year-ended 31 December 2023

Share
capital
$

Share
premium
$

Share-
based
payments
reserve
$

Retained
earnings
$

Total
$

For the year ended 31 December 2022

Balance at 1 January 2022

8,699,461

16,738,736

2,300,982

(10,708,297)

17,030,882

Loss for the financial year

Total comprehensive income

Transactions with owners:

Share based payments

246,706

Shares issued

140,218

60,087

Total transactions with owners

140,218

60,087

246,706

(3,283,851)

246,706

200,305

447,011

Balance at 31 December 2022

8,839,679

16,798,823

2,547,688

(13,992,148)

14,194,042

For the year ended 31 December 2023

Balance at 1 January 2023

8,839,679

16,798,823

2,547,688

(13,992,149)

14,194,042

Loss for the financial year

Total comprehensive income

Transactions with owners:

Share based payments

Lapsed share based payments

Total transactions with owners

(23,071,884)

188,849

(224,851)

224,851

(36,002)

224,851

188,849

Balance at 31 December 2023

8,839,679

16,798,823

2,511,686

(36,839,181)

(8,688,993)

The notes to these financial statements form an integral part of these financial statements.

107

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year-ended 31 December 2023

1. ACCOUNTING POLICIES
Basis of Preparation
The annual financial statements of United Oil & Gas (the Parent Company financial statements) have
been prepared in accordance with Financial Reporting Standard 100 Application of Financial Reporting
Requirements ("FRS 100") and Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101").

Disclosure exemptions adopted
In preparing these financial statements the Company has taken advantage of all disclosure exemptions
conferred by FRS 101. Therefore, these financial statements do not include:

• certain disclosures regarding the company's capital;

• a statement of cash flows;

• the effect of future accounting standards not yet adopted;

• the disclosure of the remuneration of key management personnel; and

• disclosure of related party transactions with the Company’s wholly owned subsidiaries.

In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted because
equivalent disclosures are included in the Company’s Consolidated Financial Statements. These financial
statements do not include certain disclosures in respect of:

• Financial instruments (other than certain disclosures required as a result of recording financial instruments

at fair value)

• Fair value measurement (other than certain disclosures required as a result of recording financial

instruments at fair value)

• Related party transactions

• Share-based payments

As permitted by section 408 of Companies Act 2006, a separate Income Statement for the Company has not
been included in these financial statements. The Company’s loss for the year ended 31 December 2023 was
$23,071,884 (2022: $3,283,851).

The Director’s noted that the company’s shareholder funds are negative at the 31 December 2023 with the
current liabilities of c. $10.8 million and net liabilities of c. $8.7 million. However, the Director’s believe that the
company’s underline investment in the Jamaica and Waddock Cross licences supports, future opportunities
for the company and potential returns for the shareholders if successful.

108

United Oil & Gas PLCUnder the combined RWC, the Group forecasts there will be sufficient resources to continue in operational
existence for the foreseeable future. The various assumptions considered were:

a. 50% reduction in receivables from Egyptian General Petroleum Corporation

b. Securing a Jamaica farmout with various reimbursement of back costs

c. No Jamaica Farmout in the period

d. Exercise of the Warrants in December 2024

e. No Exercise of Warrants

The likelihood of all the downside sensitivities occurring simultaneously is unlikely. Under such a RWC scenario,
we have identified suitable mitigating actions, including deferring capital expenditure, adjusting the Group's
cost base, and potentially undertaking an equity raise, which would be subject to market conditions and is not
guaranteed to succeed. However, based on past experience, the Directors believe that an equity raise is likely
to be successful.

Based on the forecast prepared by the Directors, the Group and Company will be able to discharge all
liabilities as they fall due.

The Directors have considered the various matters set out above and have concluded that a material
uncertainty exists that may cast significant doubt on the ability of the Group and Company to continue as
a going concern and the Group and Company may therefore be unable to realise their assets or discharge
their liabilities in the normal course of business. Nevertheless, after making enquiries and considering the
uncertainties described above, the Directors are of the view that the Group and Company will have sufficient
cash resources available to meet their liabilities and continue in operational existence for at least 12 months
from the date of approval of these 2023 financial statements.

On that basis, the Directors consider it appropriate to prepare the financial statements on a going concern
basis. These financial statements do not include any adjustment that would result from the going concern
basis of preparation as not appropriate to use.

Investments
Fixed asset investments in subsidiaries are stated at cost. Investments are tested for impairment when
circumstances indicate that the carrying value may be impaired. This year, as a result of UOG Egypt PTY
Limited being accounted as a discontinued operation, the directors have decided to write down the
investment in this subsidiary to zero carrying value resulting in an impairment of $19.6m.

Impairment of Non-financial Assets
At each balance sheet date, the Directors review the carrying amounts of the Company’s tangible and
intangible assets, other than goodwill, to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss, if any. Where the asset does not generate cash
flows that are independent from other assets, the Company estimates the recoverable amount of the cash-
generating unit to which the asset belongs.

109

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year-ended 31 December 2023

An impairment loss is recognised as an expense immediately.

An impairment loss recognised for goodwill is not reversed in subsequent periods.

Intercompany Balances
Amounts due to and from subsidiaries via intercompany loans are reviewed by the directors for recoverability
at each balance sheet date, and where any impairment exists the recoverability is estimated and loans are
written down accordingly in the books of plc and the subsidiary, respectively.

Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and substantially all the risks and rewards are transferred.

A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Financial assets are classified into the following categories:

• amortised cost

• fair value through profit or loss (FVTPL)

• fair value through other comprehensive income (FVOCI).

In the periods presented the Company does not have any financial assets categorised as FVOCI or FVTPL.

The classification is determined by both:

• the entity’s business model for managing the financial asset

• the contractual cash flow characteristics of the financial asset.

110

United Oil & Gas PLCSubsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions:

• they are held within a business model whose objective is to hold the financial assets and collect its

contractual cash flows

• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal

and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and
other receivables fall into this category of financial instruments.

Impairment of Financial Assets
In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model to be applied.
The expected credit loss model requires the Company to account for expected credit losses and changes in
those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of
the financial assets.

IFRS 9 requires the Company to recognise a loss allowance for expected credit losses on trade receivables.

IFRS 9 requires the Company to measure the loss allowance for a financial instrument at an amount equal
to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased
significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired
financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial
recognition, the Company is required to measure the loss allowance for that financial instrument at an
amount equal to 12 months ECL.

Classification and measurement of financial liabilities
The Company’s financial liabilities include trade and other payables, borrowings and derivatives.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the Company designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit
or loss are included within finance costs or finance income.

Embedded derivative financial instruments
A borrowing arrangement structured as a prepaid commodity swap with monthly repayments over 30
months has embedded in it a derivative that is indexed to the price of the commodity. This is considered to be
a separable embedded derivative of a loan instrument.

111

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year-ended 31 December 2023

Current Taxation
Current taxation is based on the local taxable income at the local statutory tax rate enacted or substantively
enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of
previous periods.

Deferred tax liabilities are provided for in full.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in profit or loss,
except where they relate to items that are charged or credited directly to equity in which case the related
deferred tax is also charged or credited directly to equity.

Foreign Currency
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the
year-end date. All differences are taken to the Income Statement.

Share-based Payments
Where share-based payments (warrants and options) have been issued, IFRS 2 has been applied whereby
the fair value of the share-based payment is measured at the grant date and spread over the vesting period.
A valuation model is used to assess the fair value, taking into account the terms and conditions attached to
the share-based payments. The fair value at grant date is determined including the effect of market based
vesting conditions, to the extent such vesting conditions have a material impact.

The cost of equity¬-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (“the vesting date”).

The cumulative expense recognised for equity¬-settled transactions at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the Company’s best estimate of the
number of equity instruments that will ultimately vest.

The charge or credit for a period to the income statement represents the movement in cumulative expense
recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition, which are treated as vesting irrespective of whether or not the market
condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the
terms of an equity-¬settled award are modified, the minimum expense recognised is the expense as if the
terms had not been modified. An additional expense is recognised for any modification, which increases
the total fair value of the share-¬based payment arrangement or is otherwise beneficial to the recipient as
measured at the date of modification.

112

United Oil & Gas PLCWhere an equity-¬settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is granted,
the cancelled and new awards are treated as if they were a modification of the original award, as described
in the previous paragraph.

Where an equity-settled award is forfeited, the cumulative charge expensed up to the date of forfeiture is
credited to the income statement.

Equity
Equity comprises the following:

• “Share capital” represents amounts subscribed for shares at nominal value.

• “Share premium” represents amounts subscribed for share capital, net of issue costs, in excess of

nominal value.

• “Share-based payment reserve” represents amounts credited to equity as part of the accounting for

share-based payments.

• “Retained losses” represents the accumulated profits and losses attributable to equity shareholders.

2. INVESTMENTS

Cost

As at 1 January 2022

Additions

As at 31 December 2022

Additions

As at 31 December 2023

Impairment

As at 1 January 2022

As at 31 December 2022

Impairment charge

As at 31 December 2023

Net book value

As at 31 December 2023

As at 31 December 2022

Investments in
Subsidiaries
$

21,758,070

19,660,378

2,097,692

21,758,070

The Company’s subsidiaries are detailed in note 9 to the consolidated financial statements.

No new investments were recognised in the year. The directors’ are of the view that the recoverable value of
the assets are in excess of the investments at 31 December 2023.

113

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year-ended 31 December 2023

3. TRADE AND OTHER RECEIVABLES

Amounts due from group undertakings

Other tax receivables

2023
$

2022
$

8,824,569

8,140,470

26,719

21,474

8,851,288

8,161,944

Amounts due from subsidiary companies relates to are unsecured, interest free, and repayable on demand.

4. CASH AND CASH EQUIVALENTS

Cash at bank

5. TRADE AND OTHER PAYABLES

Trade payables

Amounts due to group undertakings

Other payables

Accruals

2023
$

2022
$

411,638

399,954

2023
$

2022
$

230,551

86,970

18,189,149

12,692,235

304,370

369,987

95,710

92,202

18,819,780

13,241,394

Amounts due to subsidiary companies relates to day-to-day intercompany balances accumulated with other
Group entities, are interest free, and repayable on demand.

6. DEFERRED SHARES
On 12 October 2015, the Company issued 30,000 Deferred Shares of £1 for £30,000 to the founder, which have
an entitlement to a non-cumulative annual dividend at a fixed rate of 0.1 per cent of their nominal value.
The Deferred Shares have no voting rights attached to them and may be redeemed in their entirety by the
Company for an aggregate redemption payment of £1. They were initially recognised at their proceeds and
carried at amortised amounts.

114

United Oil & Gas PLC

7. BORROWINGS AND DERIVATIVES

Secured – at amortised cost

Other loans

Current

Non-current

Separated embedded derivative

Loan derivative (asset) / liability (current)

2023
$

2022
$

1,189,356

2,964,225

1,189,356

2,964,225

1,189,356

2,964,225

2023
$

2022
$

(120,168)

In February 2020, the Company entered into a prepaid commodity swap arrangement for $8 million to
part-finance the acquisition of Rockhopper Egypt Pty Ltd. The repayment schedule provided for 30 monthly
repayments which were structured as a fixed notional amount with variations based on movements in oil
prices with a cap.

As at 31 December 2023, a fair value loss of $60,644 has been recognised (as finance expense) as a result
of oil price movements in the period (2022: $1,562,467 loss). Settlement terms were reached with the debt
provider and the residual balance outstanding as of date of signing of the group accounts will be repaid at
the earlier of the next EGPC payment or September 2025. Post year end settlement terms were reached with
the debt provider and the residual balance outstanding as of date of signing the accounts will be repaid at
the earlier of next EGPC payment or September 2025 and as a result only short term debt is recognised on the
balance sheet and all derivative instruments have been removed at year end (2022: $120,168).

115

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONNOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year-ended 31 December 2023

8. SHARE CAPITAL
Allotted, issued, and fully paid:

Ordinary shares of £0.01 each

At 1 January 2023

At 31 December 2023

At 1 January 2022

Allotments:

Number

Share
capital
$

Share
premium
$

656,353,969

8,839,679

16,798,823

656,353,969

8,839,679

16,798,823

644,803,969

8,699,461

16,738,736

Shares issued for cash (exercise of warrants)

11,550,000

140,218

60,087

At 31 December 2022

656,353,969

8,839,679

16,798,823

The Company has one class of ordinary shares which carry no fixed right to income.

9. EVENTS AFTER THE BALANCE SHEET DATE
See note 29 of the Notes to the Consolidated Financial Statements.

10 APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were approved by the Board of directors and authorised for their issue on 24 June
2024 and were signed on its behalf by:

Brian Larkin
Chief Executive Officer

116

United Oil & Gas PLCGLOSSARY – ALTERNATIVE PERFORMANCE MEASURES
Non-IFRS measures
The Group uses certain measures of performance that are not specifically defined under IFRS or other
generally accepted accounting principles, but are additional and useful performance indicators both of the
operational and financial performance of the group, and important metrics both from a management and
reader perspective of the financial statements

Cash-operating costs per barrel
Cash operating costs are defined as cost of sales less depreciation, depletion and amortisation, production
based taxes, movements in inventories and certain other immaterial cost of sales.

Cash operating costs are then divided by barrels of oil equivalent produced to demonstrate the cash cost
incurred to producing oil and gas from the Group’s producing assets.

Cost of Sales

Less:

Depreciation, depletion, and amortisation

Inventories

Cash operating costs

Production (boepd)

Cash Operating Cost / boe ($)

Year ended
31 December
2023
$

Year ended
31 December
2022
$

7,618,685

8,143,910

(3,514,759)

(3,213,872)

4,103,926

4,930,038

1,015

11.08

1,312

10.29

EBITDAX
EBITDAX is earnings from continuing activities before interest, tax, depreciation, amortisation, reversal of
impairment, and exploration expenditure and exceptional items in the current year.

Operating Loss / (Income)

Depreciation, Depletion & Amortisation

Impairment

Year ended
31 December
2023
$

Year ended
31 December
2022
$

(20,286,740)

9,221,131

3,618,163

3,307,462

21,500,468

767,886

4,831,891

13,296,479

117

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATION
GLOSSARY

Bbl

/Bbl

Barrels

Per barrel

Billion

bopd

Barrels of oil per day

Boepd

Barrels of oil equivalent per day

Capex

Capital Expenditure

EGPC

ESG

ESP

Egyptian General Petroleum
Corporation

Environment, Social, Governance

Electrical Submersible Pumps

HCIIP

Hydrocarbon initially in place

HSE

JOC

km2

Health, safety and environment

Joint Operating Company

Joint Venture

Kilometres

Square kilometres

KPI(s)

Key performance indicator(s)

Metres

Thousand

MBbl

Thousand barrels

Mbopd

Thousands of barrels of oil per day

Million

MMBbl

Million barrels

MMboe

Million barrels of oil equivalent

MSET

NPV

OGA

Ministry for Science, Energy and
Technology

Net present value

Oil and Gas Authority

OPEX

Operating expenditure

scf

SPA

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Standard cubic feet

Sales and Purchase Agreement

Total Depth

UK CNS

UK Central North Sea

Working interest

Percentage

Best estimate of contingent resources

Two-dimensional

Three-dimensional

Proved plus probable reserves

118

United Oil & Gas PLCCOMPANY INFORMATION

Directors

Company Secretary

Registered Number

Registered Office

Nominated Advisor

Joint Broker

Independent Auditors

Legal Advisers

Principal Bankers

Registrars

Graham Martin (Chair)
Brian Larkin
Iman Hill

Simon Brett

09624969

38-43 Lincoln’s Inn Fields
London WC2A 3PA

Beaumont Cornish Ltd
Building 3
566 Chiswick High Road
London W4 5YA

Optiva Securities Ltd
7 Harp Lane
London EC3R 6DP

Tennyson Securities
65 Petty France
London SW1H 9EU

Shard Capital Limited
36-38 Cornhill
London EC3V 3NG

KPMG
Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin 2
D02 DE03

Armstrong Teasdale LLP
38-43 Lincoln’s Inn Fields
London WC2A 3PA

Bank of Ireland
Raheny
Dublin 5

Barclays Bank plc
1 Churchill Place
London E14 5HP

Share Registrars Limited
3 Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX

119

2023 Annual Report and Financial Statements STRATEGIC REPORTGOVERNANCE REPORTFINANCIAL REPORTADDITIONAL INFORMATIONUnited Oil & Gas PLC

Dublin Office
128 Lower Baggot Street
Dublin
D02 A430
Ireland

London Office
38-43 Lincoln’s Inn Fields
London
WC2A 3PA
United Kingdom
Tel: +44 (0)20 7539 7272

info@uogplc.com

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