REG - Pennpetro Energy PLC - HY Results for six months ended 30 September 2025
27/03/2026 15:15
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RNS Number : 5046Y Pennpetro Energy PLC 27 March 2026
27 March 2026
Pennpetro Energy Plc
("Pennpetro", "PPP", or "the Company")
Unaudited Consolidated Interim Results for the six months ended 30 September
2025
Pennpetro Energy plc (LSE: PPP), the company focused on developing strategic
traditional and transition energy projects, is pleased to announce its
financial results for the six months ended 30 September 2025 (the "Period").
Richard Spinks, Executive Chairman, commented:
The period from 1 April to 30 September 2025 was insightful in terms of the
understanding I and my co-directors were able to gain surrounding both current
and legacy situations at the Company 1 which led the Company to the position
it was in at that time. In short, a highly critical time for the Company and
its shareholders; with limited options to continue, lacking revenues, having
failed in developing producing assets and being limited in funding options.
This period ended just prior to my appointment to the board of the Company.
RMD was approached in this period by Mr. Lunn, then Chairman at Pennpetro,
seeking interim financial support for the business whilst long-term
alternatives were sought, to reactivate the Texas assets, which had been
effectively abandoned and left to deteriorate by former board directors and by
the, then disinterested, US subsidiary management, in Texas.
Due diligence of the Company, its financial position and business activities,
severely limited at the time due to a focus on fundraising at both Plc and US
subsidiary levels meant that the Company's survival depended on whether RMD,
in a position to make funds available in a timely fashion, would do so. This
in turn depended on whether I, as RMD Group's representative, could see a
viable way forward, and if so in what way those funds could best be used to
arrest the Company's decline and turn around the Company's fortunes.
Initial production, producing some revenues, and limited success in Gonzales
County, Texas, in the previous year, for a few months, had ceased due to
failure by former management to manage the Company's Texan assets properly.
This in turn led to ever increasing barriers to returning what the Company
had, in the USA, to economically viable production, over time.
Post-period of these accounts, under my instruction as Executive Chairman, an
internal review of the Company's activities in the USA both past and present
was completed. Taking place through January and February 2026 and culminating
in a report providing clarity as to the options the Company has, potentially,
to bring the impaired Texas assets back to productivity and onto the balance
sheet of the Company with clarity and control restored.
Rather than assisting in this process, those associated with the business,
within whose gift it was to expedite the review and best positioned to provide
background, facts, documentation and knowledge of the Company's activities in
the United States, instead chose to obfuscate and delay access to the same.
This made it more difficult to produce in a timely manner the most recently
published audited accounts, resulting in delays, and for the board to make
informed decisions on what was best for the Company and shareholders going
forward.
Furthermore, it meant that Mavriky, unable to rely on support from our own
people, physically needed to fly to and spend time in Texas, to speak directly
with stakeholders, counterparties, lease owners, creditors, bankers and former
employees and management of the Pennpetro US subsidiary companies, in an
attempt to piece together, from scratch, fragments of information gleaned, one
by one; that should have been readily available to him, immediately.
Until this information was collected and reassembled, the board took the
difficult decision to impair the Company's assets in Texas until reliable
information allowed the board to give warranties surrounding these balance
sheet items enabling the board of the Company to decide the best approach
based on the legal, economic and technical potential of the same.
That process has now been completed, and the board is ready to act on its
findings.
Regarding the impaired assets in Texas, bearing in mind the current
geopolitical situation globally and the need for the Company to develop into a
profitable, cash generative business, the board have taken the decision,
provided that the necessary administrative and protective processes can be
completed, to restart production of one of the 4 wells in Texas, being Chalk
Talk 1H resulting in short term revenue for the Company.
This may result in a partial or full reversal of the impairment loss for this
asset as reported in prior periods, subject to an assessment to be made at
balance sheet date.
Mavriky anticipates, subject to any time required for re-negotiation of the
lease which was allowed to lapse by former management, that work could
potentially begin within a matter of weeks from the date of this announcement,
with production able to start very quickly thereafter.
Funding to return this well to production has been agreed with RMD Group, to
enable the Company to unimpair that well, bring it back into production using
improved technical approach and management best practices. From there Company
management will address the other three impaired wells, assessing their
potential and making decisions on their futures.
Looking ahead, and to avoid creating confusion by this statement, the Company
continues to advance due diligence on a number of strategic opportunities
including in certain locations in the USA and Alberta, Canada, in order to
ensure that only solid and well diligenced opportunities able to provide
geographical diversification and risk-mitigation in the Company's future
operations, which will likely be provided in the first instance by the western
Ukrainian Limnytskyi License, which the Company continues to develop as a
target for acquisition and intends to inform fully shareholders on before
asking the Company's members to vote.
A prospectus is in the late stages of drafting and work on the ground in
Ukraine continues to take place to allow for the first re-entry to be achieved
in this calendar year, in order that no time is lost whilst the Company's
involvement is developed in parallel. Further opportunities are being
evaluated by Mavriky and once deemed ready for consideration, the board will
be informed and more detailed information will be made available to the
market, as appropriate.
The publication of these interim accounts is a significant milestone for the
Company. Today, following a long suspension, being fully compliant in its
statutory filings, with the Company having identified past shortcomings and
taken action to ensure that this not be allowed to happen again through
implementation of significantly enhanced corporate governance.
The board will, as requested repeatedly by our shareholders, apply for
re-admission to trading on the exchange, once outstanding Compliance and
Governance issues, of which there were many, and today remain few, are
completely resolved. The reversal of the impairment of the first well in Texas
being a significant step towards creating a viable operational business.
We will be holding an Annual General Meeting on, 6th May 2026, at which
shareholders will be asked vote on the approval of the 2024/25 audited
accounts and the appointment of certain directors to the board of Pennpetro
Energy Plc, among other resolutions. This will be announced shortly and
provide more necessary detail.
We are grateful for the patience and support shown by shareholders and remain
focused on returning Pennpetro Energy Plc to trading, building value and
returning value to you all.
Financial Highlights
In the six months ended 30 September 2025, the Company made an operating loss
of US $383K (30 September 2024: US $733K) and a basic and diluted loss per
share of US $0.34 (30 September 2024: US $0.71).
For further information please visit the Company's website
www.pennpetroenergy.co.uk (http://www.pennpetroenergy.co.uk) or follow us on
twitter @pennpetro or contact:
Pennpetro Energy PLC: c/o Camarco
Richard Spinks
Oak Securities - Broker
Jerry Keen, Head of Corporate Broking +44 (0) 20 3973 2678
Camarco - Financial PR
+44 (0) 20 3757 4980
Andrew Turner | Fergus Young ppp@camarco.co.uk
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months to 30 September 2025 Unaudited 6 months to 30 September 2024 Unaudited
$'000 $'000
Continuing operations
Revenue - 30
Cost of sales - (56)
Gross Loss - (26)
Administration expenses (640) (551)
Operating Loss (640) (577)
Other net gains/(losses) 193 -
Loss Before Interest and Income Tax (447) (577)
Finance costs (94) (157)
Finance income 158 -
Loss for the period (383) (734)
Loss attributable to:
- owners of the Group (383) (734)
Loss for the period (383) (734)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Currency translation differences (73) (95)
Total comprehensive income (456) (829)
Attributable to:
- Owners of the Group (456) (829)
Total comprehensive income (456) (829)
Loss per share (cents) from continuing operations attributable to owners of (0.71)
the Parent - Basic and diluted
(0.34)
CONDENSED CONSOLIDATED BALANCE SHEET
Notes As at As at As at
30 September 2025 31 March 2025 Audited 30 September 2024
Unaudited $'000 Unaudited
$'000 $'000
Non-Current Assets
Total Non-Current Assets - - -
Current Assets
Trade and other receivables - - 297
Cash and cash equivalents 144 102 357
144 102 654
Total Assets 144 102 654
Non-Current Liabilities
Total Non-Current Liabilities - - -
Current Liabilities
Trade and other payables 2,697 2,404 2,320
Borrowings 4,744 4,717 4,505
Convertible loan 4 178 - -
Total Current Liabilities 7,619 7,121 6,825
Total Liabilities 7,619 7,121 6,825
Net (Liabilities / Assets) (7,475) (7,019) (6,171)
Equity Attributable to owners of the Company
Share Capital 1,432 1,432 1,419
Share Premium 9,255 9,255 9,121
Convertible reserve 4,173 4,173 4,173
Reorganisation reserve (6,578) (6,578) (6,578)
Foreign exchange translation reserve (319) (354) (342)
Retained losses (15,438) (14,947) (13,964)
Total equity attributable to owners of the Company 7,475 (7,019) (6,171)
Total Equity 7,475 (7,019) (6,171)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Share capital Share premium Convertible reserve Foreign exchange translation reserve Retained losses Total equity
$'000 $'000 $'000 Reorganisation reserve $'000 $'000 $'000
$'000
As at 1 April 2024 1,278 8,443 4,173 (6,578) (247) (13,230) (6,161)
Comprehensive income
(Loss) for the period - - - - - (734) (734)
Other comprehensive income
Currency translation differences - - - - (95) - (95)
Total comprehensive income - - - - (95) (734) (829)
Issue of ordinary shares 141 678 - - - - 819
Total transactions with owners 141 678 - - - - 819
As at 30 September 2024 1,419 9,121 4,173 (6,578) (342) (13,964) (6,171)
Share capital Share premium Foreign exchange translation reserve Retained losses Total equity
$'000 $'000 Reorganisation reserve $'000 $'000 $'000
Convertible reserve $'000
$'000
As at 1 April 2025 1,432 9,255 4,173 (6,578) (354) (14,947) (7,019)
Comprehensive income
(Loss) for the period - - - - - (383) (383)
Other comprehensive income
Currency translation differences - - - - 35 (108) (73)
Total comprehensive income - - - - 35 (491) (456)
Issue of ordinary shares - - - - - - -
Total transactions with owners - - - - - - -
As at 30 September 2025 1,432 9,255 4,173 (6,578) (319) (15,438) (7,475)
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
30 September 2025 Unaudited 30 September 2024 Unaudited
$'000 $'000
Note
Cash flows from operating activities
Loss before taxation (383) (734)
Adjustments for:
Exchange difference (58) (95)
Finance costs 94 157
Decrease in trade and other receivables 11 12
Increase in trade and other payables 379 350
Net cash used in operations 43 (310)
Cash flows from investing activities
Net cash used in investing activities - -
Cash flows from financing activities
Proceeds from issue of ordinary shares - 846
Cost of issue of ordinary shares - (27)
Finance costs - (157)
Net cash from financing activities - 662
Increase in cash and cash equivalents 43 352
Cash and cash equivalents at beginning of period 102 6
Exchange differences on cash (1) (1)
Cash and cash equivalents at end of period 144 357
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. General Information
The principal activity of Pennpetro Energy Plc ('the Company') and its
subsidiaries (together 'the Group') is an oil and gas developer with assets in
Texas, United States. The Company's US-based subsidiaries own a portfolio of
leasehold petroleum mineral interests centred on the City of Gonzales, in
southeast Texas, comprising the undeveloped central portion of the Gonzales
Oil Field. The Company's shares are listed on the standard market of the
London Stock Exchange. The Company is incorporated and domiciled in England
and Wales.
The address of the Company's registered office is 27-28 Eastcastle Street,
London, W1W 8DH.
2. Basis of Preparation
The consolidated interim financial statements have been prepared in accordance
with the recognition and measurement requirements of UK-adopted International
Accounting Standards ("UK-adopted IAS"). As permitted, the Company has chosen
not to adopt IAS 34 "Interim Financial Statements" in preparing these interim
financial statements. The consolidated interim financial statements should be
read in conjunction with the annual financial statements for the year ended 31
March 2025, which have been prepared in accordance with UK-adopted IAS.
The consolidated interim financial statements set out above do not constitute
statutory accounts. They have been prepared on a going concern basis in
accordance with the recognition and measurement criteria of UK-adopted IAS.
Statutory financial statements for the year ended 31 March 2025 were approved
by the Board of Directors on 20 March 2026.
The consolidated interim financial statements are presented in United States
dollars as the Company believes it to be the most appropriate and meaningful
currency for investors. The functional currency of the Company is pounds
sterling, and the functional currency of the US based subsidiaries is US
dollars.
Going concern
The Directors have assessed the Group's ability to continue as a going concern
for a period of at least 12 months from the date of approval of these interim
financial statements. This assessment considers the Group's current financial
position, expected operating costs, planned activities, and availability of
funding.
Since October 2025, the Company has engaged with a number of institutional
investors in connection with the proposed return of its shares to trading on
the London Stock Exchange and the planned acquisition of the Limnytskyi
licence in Ukraine. Feedback to date has been positive, and the directors
believe that sufficient funding can be raised to meet the Group's immediate
operational and working capital requirements following the resumption of
trading. In addition, the Company has access to funding through a convertible
loan note ("CLN") arrangement with RMD Group finalised in September 2025.
RMD Group has also agreed to advance funds directly to suppliers and
contractors in Ukraine to progress activities relating to the Limnytskyi
licence. These costs will not impact the Group's short-term cash flows. Upon
completion of the ongoing restructuring and should the Limnytskyi licence form
part of the continuing Group, the related assets and activities will be
transferred to the Company, together with the associated funding obligations.
Following the removal of a significant creditor from the balance sheet and the
availability of committed and potential funding to meet near-term obligations,
the Directors consider it appropriate to prepare the financial statements on a
going concern basis.
Whilst the Directors are confident in the Company's ability to raise
additional funds as required, from existing and/or new investors, the current
conditions do indicate the existence of a material uncertainty that may cast
significant doubt regarding the applicability of the going concern assumption.
The financial statements do not include adjustments that would arise in the
event of the Group and Company not being able to continue as a going concern.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Group's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's 2025 Annual Report and Financial Statements. The key
financial risks are market risk, commodity and currency risk, credit risk, and
liquidity risk.
Critical accounting estimates and judgements
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, income and expenses, and disclosure of contingent assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 4 of the Group's 2025 Annual Report and
Financial Statements. Actual amounts may differ from these estimates. The
nature and amounts of such estimates have not changed significantly during the
interim period and no new critical estimates have arisen in the period.
3. Accounting Policies
The same accounting policies, presentation and methods of computation have
been followed in these condensed interim financial statements as were applied
in the preparation of the Group's annual financial statements for the year
ended 31 March 2025 except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted as a
result of changes in the Group.
3.1 Changes in accounting policy and disclosures
The UK Endorsement Board has issued standards and interpretations effective
for the first time for the financial period beginning 1 April 2024 for
entities applying UK adopted International Accounting Standards. The Directors
consider their adoption has not had any significant impact on the disclosures
or on the amounts reported in these interim financial statements.
The Directors have considered IFRS and amendments that are in issue but not
yet in effect for the accounting period. They have assessed that none of these
are expected to have a significant impact on the amounts reported in future
periods or to disclosures, other than IAS 1 (amended) which has been adopted
in these interim financial statements.
The amendments clarify that the classification of a liability is based on the
rights that exist at the reporting date and introduce enhanced disclosure
requirements where non-current classification depends on compliance with
covenants tested after the reporting date. Adoption of these amendments did
not result in any changes to the classification of the Group's borrowings in
these interim financial statements.
4. Convertible loan note
On 24 September 2025, the Company entered a convertible loan note (CLN)
agreement with RMD Group. The principal amount of the loan is £250,000
($336,020), the conversion price is £0.04 ($0.05) per ordinary share and the
annual interest rate is 6%. The CLN has a term of 3 years.
RMD Group 30 September 2025
$'000 $'000
Convertible loan note - opening liability - -
Principal amount received 337 337
Accrued interest for the period 1 1
IFRS 9 modification (160) (160)
Total 178 178
5. Loss per share
The calculation of loss per share is based on a retained loss of $383K for the
six months ended 30 September 2025 (six months ended 30 September 2024: $733K)
and the weighted average number of shares in issue in the period ended 30
September 2025 of 112,299,089 (six months ended 30 September 2024:
103,277,231).
6. Events after the reporting period
On 29 January 2026, the Group announced that it had agreed a convertible loan
note agreement with RMD Group. The principal amount of the loan is £250,000
($336,020), the conversion price is £0.04 ($0.05) and the annual interest
rate is 6%.
7. Approval of interim financial statements
The condensed interim financial statements were approved by the Board of
Directors on 27 March 2026.
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