Curzon Energy Plc ("Curzon" or the "Company"), the London Stock Exchange listed company, announces its full year audited results for the year ended 31 December 2023.
A copy of the Company's annual report and financial statements for the year ended 31 December 2023, extracts of which are set out below, will be made available on the Company's website www.curzonenergy.com shortly.
Curzon further announces that a Notice of Annual General Meeting ("AGM") will be posted to shareholders, along with the Annual Report and Financial Statements for the year ended 31 December 2023, on or around Friday 13 September 2024.
The Company will be holding its AGM at Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE on Tuesday 8 October 2024 at 1.00 pm, the details of which are explained in the Notice of AGM, which will be also available on the Company's website www.curzonenergy.com shortly.
Chairman's Statement
I present the annual report for Curzon Energy Plc (the "Company"), covering its results for the year to 31 December 2023.
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Period in Review
During the course of 2023, the Company primarily focused its efforts on completing a potential reverse takeover transaction ("RTO") with Technology Metals Market Ltd ("TM2"). Formal exclusivity with TM2 subsequently lapsed in May 2023. Thereafter the Company spent time conducting due diligence and negotiations with a number of other potential RTO candidates including helium and copper projects, none of which were advanced beyond the term-sheet stage.
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Results
For the period ended 31 December 2023, the Group incurred a loss of US$916,592 (2022: loss of US$467,793 ). The majority of this loss comprised expenditures on RTO due diligence, finance expenses and required listing and regulatory overheads. Overall administrative expenses were broadly flat during the period at US$571,548 in 2023 (2022: US $509,358 ) and finance expenses fell slightly to US$163,705 (2022: US$191,735 ) reflecting the ongoing costs of funding the business.
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Outlook
Following the year end, the Company engaged Peterhouse Capital Ltd as its broker to assist with a Company Voluntary Arrangement ("CVA") to restructure the Company's debts, a crucial part of which, includes raising additional funding.
Completion of this effort allows the Company to manage the legacy obligations of several incomplete RTO efforts into a sustainable form, and puts the Company in a financial position allowing it the opportunity to prosper, as well as facilitating the resumption of trading of the Company's shares. The expectation is that the Board of Curzon will be strengthened to further increase its ability to execute a targeted transaction. An announcement to this effect was released on 19 August 2024, with two new incoming Directors, Mr. Paul Forest, and Mr. Richard Glass now set to join the Board.
The CVA was passed by the Company creditors and shareholders at two meetings held in succession on 5 September 2024. The passage of the CVA and the resolutions of the GM provide a solid foundation for the incoming Directors to build upon to the benefit of all stakeholders.
The revised Board will now work closely with Peterhouse in order to identify a suitable transaction of sufficient size to meet the recent London Stock Exchange rule changes, that outline that any new RTO must be larger than £30m upon completion and relisting.
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We thank all investors and stakeholders for their patience and support during this extended period of transition and we look forward to the Company moving on from a difficult time to a much brighter future.
Strategic Report
Financial Results
The Group loss for the year to 31 December 2023 was US$916,592 (2022: US$467,793). There were no revenues and the majority of this loss related to administrative, listing, finance and transaction costs.
The loss per share was US$0.007 (2022: loss per share US$0.007).
The Group currently has no source of revenue and is reliant on equity funding and loans to continue to meet its overhead expenditures. The Group held cash balances of US$738 as at 31 December 2023.
The Directors note that the Group will need additional funding to continue operations for the foreseeable future and that this means there is a material uncertainty as to the Group's ability to continue as a going concern. The Directors are confident however that the Group will be able to raise, as required, sufficient cash to enable it to continue its operations and to continue to meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval of the Group financial statements. The Group financial statements have, therefore, been prepared on the going concern basis.
The Group has 2 members of staff (including Directors).
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Principal Activities
The Company was incorporated in England and Wales on 29 January 2016 and is currently considered a standard listing (transition) category Company by the Financial Conduct Authority under the revised listing rules.
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The Group's business is operated through the United Kingdom and is focused on identifying and acquiring a new business in a promising sector.
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Review of the Business
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On 18 April 2023, the Company announced that it had executed a letter of intent with Technology Metals Market Limited ("TM2") to acquire a 100% interest in a designated mining company via a potential reverse takeover. TM2 subsequently terminated this agreement in May 2023.
After the period, the Company began the process of a CVA ("Company Voluntary Arrangement") in order to shed its historic RTO related obligations and prepare it for a future transaction. The CVA was concluded on 5 September 2024 and will shortly be accompanied by a fundraising of £340,000 and two new Directors joining the Board.
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Key Performance Indicators (KPIs)
As the Company is currently focused on restructuring its balance sheet, the Directors take the view that KPIs would not provide materially useful information to investors at this time. As the business develops further, the addition of KPIs will be considered and added as appropriate.
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Principal Risks and Risk Management
As the Company is currently restructuring its balance sheet, the primary risk to the business during this period is going concern risk and a potential inability to fund the business through this transition.
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The Company's Risk Mitigation Strategies Include the Following:
? Utilising the Directors' experience in fundraising to maintain a balance of funding sources during the period of transition;
? Managing the Company's existing debt positions, keeping all stakeholders up to date and informed as to progress of the transaction;
? Judicious use of capital and cost control during the transition.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen seriously. The Board's primary goal is to create shareholder value in a responsible way, which serves all stakeholders.
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Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, including the impact of its activities on the community, the environment and the Company's reputation, when making decisions. Acting in good faith and fairly between members, the Directors consider what is most likely to promote the success of the Company for its members in the long term.
The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board regularly reviews our principal stakeholders and how we engage with them. The stakeholder voice is brought into the boardroom throughout the annual cycle through information provided by management and also by direct engagement with stakeholders themselves. The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the Board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision making.
The Board welcomes the opportunity to engage with our shareholders and with the capital markets more generally. The Board achieves this through dialogue with shareholders, prospective shareholders and capital markets participants, including corporate brokers. Feedback from any such meetings or calls would be shared with all Board members.
Investors, prospective investors and analysts can contact the Executive Director as well as access information on our corporate website. The Board believes that appropriate steps have been taken during the year so that all members of the Board, and in particular the non-executive Directors, have an understanding of the views of major shareholders.
Governance
The Board considers sound governance as a critical component of the Company's success and the highest priority. The Company has an effective and engaged Board, with a strong non-executive presence.
Diversity and Inclusion
The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit.
Health and Safety
The Company has a Health and Safety at Work policy, which is reviewed regularly by the Board and is committed to the health and safety of its employees and others, who may be affected by the Company's activities. The health and safety procedures used by the Company ensure compliance with all applicable legal, environmental and regulatory requirements as well as its own internal standards.
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Outlook
Following the completion of the CVA on 5 September 2024, the new Directors joining the Board, and a full clean-up of the Company's historic balance sheet, the Company will now have a solid foundation upon which the incoming Directors can then build.
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