ONE Oneiro Energy Plc

TIDMONE

RNS Number : 0246R

Oneiro Energy PLC

24 October 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019/310

24 October 2023

Oneiro Energy plc

("Oneiro" or the "Company")

Half Yearly Results for the 6 Months to 31 July 2023

Oneiro plc (LSE:ONE), the LSE-quoted Company focused on energy transition, is pleased to announce its unaudited financial results for the 6 months to 31 July 2023 (the "Interims"). The full report of the Interims is being published on the Company's website (https://oneiro.energy/investors/) today, with key elements extracted below.

For further information, please contact:

Oneiro Energy plc

Robert Jones

c/o Peterhouse Capital Limited

+44 (0) 20 7469 0930

Allenby Capital Limited (Financial Adviser)

Nick Harriss / Alex Brearley / Lauren Wright

+44 (0) 20 3328 5656

Peterhouse Capital Limited (Broker)

Lucy Williams / Duncan Vasey

+44 (0) 20 7469 0930

Company Registration Number 13139365 (England and Wales)

ONEIRO ENERGY PLC

UNAUDITED HALF YEAR RESULTS

FOR THE SIX MONTHSED 31 JULY 2023

Chairman's Statement

I am pleased to present the results for the six-month period ending 31 July 2023.

Strategic focus

The Company's current strategic priority is to identify, evaluate and rank potential reverse takeover (RTO) targets in the energy space, utilising our strong in-house expertise. Exploration & appraisal activities have been led by Rob Jones, a former Head of Exploration at Cairn Energy, supported by Rod Murray who is an experienced oilfield operations manager.

Scope

To date, our search has focused primarily on transition energy natural gas plays, de-risked by existing discoveries and encompassing sizable upside exploration targets. Initially spreading the search through North, Central and South America, West Africa and South-East Asia the Company has compiled and high graded a number of opportunities. These are ranked and risked reflecting the best net present value (NPV) and Expected Monetary Value (EMV) value moving forward through acquisition and speculative resource addition.

Opportunities

Opportunities reviewed have included a West African play with 1.6 Trillion Cubic Feet (TCF) P50 prospective resource, a Gulf of Mexico 1.1TCF prospective resource and a South-East Asian 800 Billion Cubic Feet (BCF) discovery with multi TCF exploration upside potential.

The Board has been pleased with the quality of the opportunities they have had a chance to review so far and are working to compile a shortlist which they believe would be attractive to current and future shareholders. We look forward to updating the market when circumstances allow.

Corporate Changes

Moving on from the Company's GBP1.2m (gross) Placing and Admission to the Official List (by way of a Standard Listing) in May 2023, we have made two key appointments. Firstly, we have appointed an independent Non-Executive Chairman and secondly Allenby Capital has come on board as Financial Adviser.

Financial results and current financial position

The Company generated a loss of GBP265,777 in the six month period ended 31 July 2023 as it continued with its current strategic priority of identifying, evaluating and executing a RTO in the energy space.

Cash and cash equivalents as at 31 July 2023 were GBP969,924.

Warrants

On admission to the London Stock Exchange on 25 May 2023, the company granted the following warrants to certain investors and Directors of the company.

Please refer to Note 8 for details of warrants that were granted to Directors.

I would like to take this opportunity to thank my fellow Directors, management and advisors for their continued support and hard work. I remain confident that the Company is well-placed to execute a successful RTO in the near-term.

Andy Yeo

Non-executive Chairman

24 October 2023

Statement of Comprehensive Income

For the half-year ended 31 July 2023

Statement of Financial Position

At 31 July 2023

Statement of Changes in Equity

For the half-year ended 31 July 2023

Statement of Cash Flows

For the half-year ended 31 July 2023

Principal accounting policies for the Financial Statements

For the half-year ended 31 July 2023

Reporting entity

Oneiro Energy plc (the "Company") is a company incorporated and registered in England and Wales, with a company registration number of 13139365. The address of the Company's registered office is 1(st) Floor, 5-6 Argyll Street, London, England, W1F 7TE.

Basis of preparation

The interim financial statements for the half-year ended 31 July 2023 are prepared in accordance with IFRS as adopted by the UK and IAS 34 'Interim Financial Reporting'. The same accounting policies are followed in this set of interim financial statements as compared with the most recent audited annual financial statements for the year ended 31 January 2023.

The financial information relating to the half-year ended 31 July 2023 is unaudited and does not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. The comparative figures for the year ended 31 January 2023 have been extracted from the annual financial statements, of which the auditors gave an unqualified audit opinion. The annual financial statements for the year ended 31 January 2023 has been filed with the Registrar of Companies.

The Company's financial risk management objectives and policies are consistent with those disclosed in the year ended 31 January 2023 annual financial statements.

The half-yearly report was approved by the board of directors on 24 October 2023.

Changes in accounting standards, amendments and interpretations

The accounting policies adopted in the preparation of the financial information for the half-year ended 31 July 2023 are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 January 2023. An additional policy for share based payments was adopted in relation to the share warrants that were granted to Directors during the period.

   (a)   Share-based payments 

The company allows for Directors to acquire shares of the company and all options and warrants are equity-settled. The fair value of options granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the Directors or employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.

At the date of authorisation of the financial statements, the following amendments to Standards and Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 January 2023. These have not had any material impact on the amounts reported for the current and prior periods.

Standard or Interpretation Effective Date

IFRS 17 - Insurance Contracts 1 January 2023

IAS 8 - Definition of Accounting Estimates 1 January 2023

IAS 1 - Disclosure of Accounting Policies 1 January 2023

IAS 12 - Deferred Tax Arising from a Single Transaction 1 January 2023

Initial Application of IFRS 17 and IFRS 9 - Comparative Information

1 January 2023

New and revised Standards and Interpretations in issue but not yet effective

At the date of authorisation of these financial statements, the Company has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective:

Standard or Interpretation Effective Date

IAS 1 Classification of liabilities as current or non-current

1 January 2024

IAS 1 - Non-current liabilities with covenants 1 January 2024

IFRS 7 - Supplier finance arrangements 1 January 2024

IFRS 16 - Lease liability in a Sale and Leaseback 1 January 2024

As yet, none of these have been endorsed for use in the UK and will not be adopted until such time as endorsement is confirmed. The directors do not expect any material impact as a result of adopting standards and amendments listed above in the financial year they become effective.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS as adopted by the UK requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. The resulting accounting estimates may differ from the related actual results.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the process of applying the Company's accounting policies, the Directors' do not believe that they have had to make any assumptions or judgements that would have a material effect on the amounts recognised in the financial statements.

Notes to the Financial Statements

For the half-year ended 31 July 2023

   1.      Operating loss 
   2.      Staff costs and numbers 

Further details on Directors' remuneration is given in the Directors' report.

   3.      Earnings per share 

The basic and diluted earnings per share figures are set out below:

4. Trade and other receivables

   5.      Trade and other payables 
   6.      Share capital 
   7.      Financial instruments 

Fair value of financial assets and liabilities

All financial assets and liabilities that are recognised in the financial statements are short term in nature and shown at their carrying value which is also approximate to their fair value.

   8.      Share based payments 

On 25 May 2023, the company granted share warrants to Directors on admission to the London Stock Exchange. A summary of the warrants granted to directors is as follows:

The fair value of the share warrants at the date of grant was measure using the Black Scholes pricing model, which takes into account factors such as the option life, share price volatility and the risk free rate.

Risk free interest rate

The risk-free interest rate is based on the UK 10-year Gilt yield.

Expected term

The expected term represents the maximum term that the company's share options in relation to employees of the company are expected to be outstanding.

Estimated volatility

The estimated volatility is the amount by which the price is expected to fluctuate during the period. The estimated volatility for the share options was determined based on the standard deviation of share price fluctuations of the company since its listing.

Expected dividends

The company's board of directors may from time to time declare dividends on its outstanding shares. Any determination to declare and pay dividends will be made by the board of directors and will depend upon the company's results, earnings, capital requirements, financial condition, business prospects, contractual restrictions and other factors deemed relevant by the board of directors. If a dividend is declared, there is no assurance with respect to the amount, timing or frequency of any such dividends. Based on this uncertainty and unknown frequency, no dividend rate was used in the assumptions to calculate the share based compensation expense.

The number and weighted average exercise prices of the share warrants were as follows:

A share-based payment charge of GBP29,913 was recognised during the period in relation to the share warrants granted in the period. Additionally, a deferred tax asset amount of GBP21,922 was recognised directly in the share based payment reserve in respect of the estimated future tax deduction that exceeds the cumulative share based payment expense.

   9.    Deferred tax 

The deferred tax asset set out above is related to share based payments where a tax deduction will not be received until the exercise date, which will be based on the intrinsic value of the option.

10. Subsequent events

After the end of the interim period, 6,000,000 Director warrants became exercisable. The warrants are subject to lock-in agreements with the Company which would prevent the sale of these instruments and ordinary shares created therefrom. The lock-in agreements have a duration of 12 months following Admission, which took place on 25 May 2023. Subsequent to the expiry of the lock-in agreements, any shares resulting from the exercise of these warrants will be subject to orderly market agreements for a further 12 months, which requires Board approval to make any sales.

11. Ultimate controlling party

The Company has a number of shareholders and is not under the control of any one person or ultimate controlling party.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IR BRBDGLDDDGXX

(END) Dow Jones Newswires

October 24, 2023 02:05 ET (06:05 GMT)