| Registered number |
| Registered number: | |||||||
| Balance Sheet | |||||||
| as at |
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| Notes | 2024 | 2023 | |||||
| £ | £ | ||||||
| Fixed assets | |||||||
| Intangible assets | 3 | ||||||
| Tangible assets | 4 | ||||||
| Current assets | |||||||
| Debtors | 5 | ||||||
| Cash at bank and in hand | |||||||
| Creditors: amounts falling due within one year | 6 | ( |
( |
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| Net current assets | |||||||
| Total assets less current liabilities | |||||||
| Creditors: amounts falling due after more than one year | 7 | ( |
( |
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| Net liabilities | ( |
( |
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| Capital and reserves | |||||||
| Called up share capital | |||||||
| Share premium | |||||||
| Share option reserve | |||||||
| Profit and loss account | ( |
( |
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| Shareholders' funds | ( |
( |
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| James Edens | |||||||
| Director | |||||||
| Approved by the board on |
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| Notes to the Accounts | ||||||||
| for the year ended |
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| 1 | Accounting policies | |||||||
| Basis of preparation | ||||||||
| The preparation of financial statements using accounting policies consistent with FRS 102, require the Directors to make estimates and assumptions that effect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of income and expenses. The preparation of financial statements also requires the Directors to exercise judgement in the process of applying the accounting policies. Changes in estimates, assumptions and judgements can have a significant impact on the financial statements. | ||||||||
| 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 Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. | ||||||||
| The key judgement made by Directors in the preparation of the financial statements is in respect of the intangible exploration and the evaluation of hydrocarbons available for extraction within the licence area. | ||||||||
| Judgements are made regarding the value for share options awarded in exchange for the provision of services. | ||||||||
| The following principal accounting policies have been applied: | ||||||||
| Other operating income | ||||||||
| Carrying value of intangible exploration and evaluation assets | ||||||||
| The intangible exploration and evaluation assets are identified as being expenditure which is specific to the scientific exploration and evaluation of the areas which are expected to contain resources which can be extracted for commercial sale. When the commercial extraction commences the value of the exploration and evaluation assets will be expensed over the life of the operation of the site or 10 years, whichever is the shorter. | ||||||||
| Tangible fixed assets | ||||||||
| Office equipment | over 3 years | |||||||
| Debtors | ||||||||
| Creditors | ||||||||
| Taxation | ||||||||
| Provisions | ||||||||
| Commitments and contingent liabilities | ||||||||
| Future commitments and contingent liabilities are recognised and noted by the Directors in the Report but are not recorded in the financial statements before liabilities are crystalised. | ||||||||
| Financial instruments | ||||||||
| All financial assets and liabilities are initially measured at transaction price, including transaction costs, unless the arrangement unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. | ||||||||
| Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. | ||||||||
| Financial assets are derecognised when and only when a) the contractual rights to the cashflows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. | ||||||||
| Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. | ||||||||
| Secured redeemable convertible loan notes are received in US dollars and translated to Stirling at the balance sheet date. The Stirling equivalent of the loan repayable is held in the balance sheet. The loss or gain on exchange is recorded in the profit and loss. | ||||||||
| No provision is made either for the cost of converting the loan notes to share capital or for repayment costs, which could include a redemption fee. | ||||||||
| Share based payments | ||||||||
| Share options in North Sea Natural Resources Ltd have been granted to certain employees in recognition of their services and as determined by contract, are accounted for immediately and at fair market value (using Black-Scholes option pricing model). The option valuation is held in a reserve account until the option is exercised at which point the value is reversed. The options are granted with a fixed exercise price and are exercisable over a ten-year period from the date of the grant, subject to certain conditions set out in the letter of grant. | ||||||||
| Finance costs | ||||||||
| Finance costs are charged to the profit and loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. | ||||||||
| Foreign currency translation | ||||||||
| Going concern | ||||||||
| The financial statements have been prepared under the going concern assumption. Sufficient resources are held to enable trading to continue with scientific investigation in several areas within the licence site and to seek additional investment or new exploration partners. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. | ||||||||
| In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the 12 months from the date of approval of the financial statements. | ||||||||
| The Directors have made the going concern assumption on the expectation that achieving a commercially viable farmdown for exploring the further prospectivity on our licenses is a reasonable assumption based on our analysis of scientific data collected from the licence site. | ||||||||
| Pensions | ||||||||
| 2 | Employees | 2024 | 2023 | |||||
| Number | Number | |||||||
| Average number of persons employed by the company | ||||||||
| 3 | Intangible fixed assets | £ | ||||||
| Scientific exploration and evaluation, including drilling in the licence area. | ||||||||
| Cost | ||||||||
| At 1 January 2024 | ||||||||
| Additions | ||||||||
| Disposals | ( |
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| At 31 December 2024 | ||||||||
| Impairment | ||||||||
| At 1 January 2024 | ||||||||
| Provided during the year | ||||||||
| On disposals | ( |
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| At 31 December 2024 | ||||||||
| Net book value | ||||||||
| At 31 December 2024 | ||||||||
| At 31 December 2023 | ||||||||
| 4 | Tangible fixed assets | |||||||
| Office equipment | ||||||||
| £ | ||||||||
| Cost | ||||||||
| At 1 January 2024 | ||||||||
| Disposals | ( |
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| At 31 December 2024 | ||||||||
| Depreciation | ||||||||
| At 1 January 2024 | ||||||||
| Charge for the year | ||||||||
| On disposals | ( |
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| At 31 December 2024 | ||||||||
| Net book value | ||||||||
| At 31 December 2024 | ||||||||
| At 31 December 2023 | ||||||||
| 5 | Debtors | 2024 | 2023 | |||||
| £ | £ | |||||||
| Prepayments | 173,043 | 189,506 | ||||||
| VAT recoverable | 15,304 | - | ||||||
| Other debtors | ||||||||
| 6 | Creditors: amounts falling due within one year | 2024 | 2023 | |||||
| £ | £ | |||||||
| Bank loans and overdrafts | ||||||||
| Trade creditors | ||||||||
| Accrued expenses | 1,909 | 2,991,420 | ||||||
| Other creditors | ||||||||
| 7 | Creditors: amounts falling due after one year | 2024 | 2023 | |||||
| £ | £ | |||||||
| Bank loans | ||||||||
| Convertible loan notes | ||||||||
| 8 | Convertible loan notes | 2024 | 2023 | |||||
| £ | £ | |||||||
| Convertible loan notes | 43,369,693 | 44,176,886 | ||||||
| 0% Secured redeemable convertible loan notes due in 2028. The key terms are: | ||||||||
| The loan notes are secured on the assets of the company, namely the Seaward Production Licence P2321 issued July 5, 2017. | ||||||||
| Each Noteholder has the right to serve a Conversion Notice on the Company at any time during the Conversion Period to convert the principal of any or all of its Notes outstanding into fully paid Ordinary Shares based on the Conversion Price. | ||||||||
| 9 | Tax provision | 2024 | 2023 | |||||
| £ | £ | |||||||
| (a) Tax charged in the income statement | ||||||||
| Analysis of tax on profit before tax | ||||||||
| Current income tax: | ||||||||
| Current tax | - | - | ||||||
| Adjustment in respect of prior year | - | - | ||||||
| Current income tax charge | - | - | ||||||
| Deferred tax: | ||||||||
| Movement in deferred tax not recognised | ||||||||
| Adjustment in respect of prior year | - | - | ||||||
| Adjustment in respect of prior year regarding rate change | - | - | ||||||
| Total deferred tax | - | - | ||||||
| Tax (credit)/charge in the income statement | - | - | ||||||
| (b) Tax relating to items charged or credited to other comprehensive income | - | - | ||||||
| 9 | Tax provision continued | |||||||
| (c) Reconciliation of the total tax credit | ||||||||
| The differences between the total corporation tax shown above and the amount calculated by applying the ring fence rate of UK corporation tax to the profit before tax, is as follows: | ||||||||
| 2024 | 2023 | |||||||
| £ | £ | |||||||
| Profit / (loss) before tax | (430,909) | - | ||||||
| Tax calculated at 40% (2023: 40%) | (172,363) | - | ||||||
| Effects of: | ||||||||
| Prior year tax adjustments | - | - | ||||||
| Opening balance rate change adjustment | - | - | ||||||
| Group relief claimed | - | - | ||||||
| Income not taxable | (797,201) | - | ||||||
| Non-deductible expenditure | 87,335 | - | ||||||
| Movement in temporary differences not recognised | 882,229 | - | ||||||
| Utilisation of brought forward losses | - | - | ||||||
| Total tax (credit)/charge reported in the income statement | - | - | ||||||
| 10 | Deferred tax | |||||||
| A potential deferred tax asset of £41m in relation to tax losses has not been recognised as it has been concluded that it is not appropriate to recognise any of this potential deferred tax asset based on current forecasts of future profitability. As at 31 December 2024 the company has ring-fenced trading losses of £56m, supplementary charge losses of £51m, and EPL losses of £57m, which would be available for offset against future ring-fenced trading profits and EPL profits. |
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| 11 | Events after the reporting date | |||||||
| 12 | Capital commitments | 2024 | 2023 | |||||
| £ | £ | |||||||
| Amounts contracted for but not provided in the accounts | - | |||||||
| 13 | Related party transactions | |||||||
Jonathan Barrett holds a seat on the Board of Directors as a condition of the Investor Agreement dated 11 November 2021, ratified by the Investor Agreement dated 23 July 2022. John Akridge is connected with investors and a service provider to the company, which holds convertible loan notes and share options. Consultancy fees were paid to organisations in which the related party had a significant or controlling interest. |
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| 2024 | 2024 | 2023 | 2023 | |||||
| no. | £ | no. | £ | |||||
| The Estate of Niels Arveschoug Deceased | ||||||||
| Total shares held | 475,000 | 100 | 475,000 | 100 | ||||
| Share options awarded | (9,143) | (68,295) | 9,143 | 68,295 | ||||
| Remuneration and benefits | 83,774 | |||||||
| Jonathan Barrett | ||||||||
| Total shares held | 28,319 | 283,190 | 28,000 | 280,000 | ||||
| Share options awarded | 13,333 | 40,973 | 3,468 | 10,241 | ||||
| Loan notes held | 145 | 27,216 | 186 | 34,642 | ||||
| James Edens | ||||||||
| Total shares held | 250 | 2,500 | 250 | 2,500 | ||||
| Share options awarded | 33,333 | 102,435 | 13,688 | 170,721 | ||||
| Loan notes held | 911 | 33,328 | 911 | 33,328 | ||||
| Remuneration and benefits | 251,321 | 251,321 | ||||||
| John Akridge IV | ||||||||
| Total shares held | 3,794 | 37,940 | 3,794 | 37,940 | ||||
| Loan notes held | 23,436 | 838,121 | 23,331 | 846,293 | ||||
| Consultancy fees paid | 1,764,024 | |||||||
| Lothar Christian Fuchs | ||||||||
| Share options awarded | 7,750 | 112,671 | ||||||
| Remuneration and benefits | 33,333 | 194,697 | ||||||
| Consultancy fees paid | 2,688 | |||||||
| 13 | Related party transactions continued | |||||||
| 2024 | 2024 | 2023 | 2023 | |||||
| no. | £ | no. | £ | |||||
| Mark Cadman | ||||||||
| Total shares held | 4,300 | 39,997 | 4,300 | 39,997 | ||||
| Share options awarded | 13,333 | 40,973 | 9,073 | 110,500 | ||||
| Remuneration and benefits | 73,556 | 183,581 | ||||||
| Dennis Ainsworth | ||||||||
| Total shares held | 500 | 4,545 | 500 | 4,545 | ||||
| Share options awarded | 5,892 | 44,011 | ||||||
| Remuneration and benefits | 56,922 | |||||||
| Charles Good | ||||||||
| Total shares held | 4,778 | 106,977 | 4,778 | 106,977 | ||||
| Share options awarded | 1,714 | 12,803 | ||||||
| Remuneration and benefits | 548 | |||||||
| Consultancy fees paid | 209,395 | |||||||
| Close family members of directors | ||||||||
| Total shares held | 7,938 | 79,380 | 7,938 | 79,380 | ||||
| Loan notes held | 2,306 | 83,617 | 2,306 | 83,617 | ||||
| 14 | Share options | 2024 | 2023 | |||||
| £ | £ | |||||||
| Opening share options | 577,983 | 464,376 | ||||||
| Share options issued | - | 2,153 | ||||||
| Short dated share options issued | - | 114,039 | ||||||
| Short dated share options cancelled | (12,449) | (57,028) | ||||||
| Share options issued/cancelled to employees and sub-contractors | 57,522 | 50,449 | ||||||
| Options redeemed for shares | - | (50) | ||||||
| Share options potentially due to be issued under introductory agreement | 2,580 | 4,044 | ||||||
| Total share options for 1p ordinary shares. | 625,636 | 577,983 | ||||||
| 15 | Other information | |||||||
| North Sea Natural Resources Ltd is a private company limited by shares and incorporated in England. Its registered office is: | ||||||||
| C/O Acquis Limited, The Atrium Business Centre | ||||||||
| Curtis Road | ||||||||
| Dorking | ||||||||
| Surrey | ||||||||
| RH4 1XA | ||||||||