Annual Report and Financial Statements 2023
Company Number: 05239285
Ascent Resources plc | |
("Ascent" or the "Company") | |
Ascent Resources Plc is an onshore Hispanic American and European focussed energy and natural | |
resources company listed on AIM | |
Contents | |
Company Information | 2 |
Chairman's Statement | 3 |
Chief Executive Officer's Statement | 4 |
Strategic Report | 9 |
Summary of Group Net Oil and Gas Reserves | 20 |
Directors' Report | 21 |
Board of Directors | 26 |
Corporate Governance Report | 27 |
Audit Committee Report | 32 |
Remuneration Committee Report | 33 |
Statement of Directors Responsibilities | 36 |
Independent Auditors Report | 37 |
Consolidated Statement of Comprehensive Income | 42 |
Consolidated Statement of Financial Position | 43 |
Company Statement of Financial Position | 44 |
Consolidated Statement of Changes in Equity | 45 |
Company Statement of Changes in Equity | 46 |
Consolidated Cash Flow Statement | 47 |
Company Cash Flow Statement | 48 |
Notes to the Accounts | 49 |
Ascent Resources plc Annual Report and Financial Statements 2023 I 1
Company Information
Company's registered number | 05239285 |
Directors | James Parsons |
Andrew Dennan | |
Jean-Michel Doublet | |
Malcolm Graham-Wood | |
Company Secretary | AMBA Secretaries Limited |
Registered Office | 5 New Street Square |
London EC4A 3TW | |
Nominated Advisor Joint Broker | WH Ireland Limited |
24 Martin Lane | |
London EC4R 0DR | |
Joint Broker | Novum Securities Limited |
8-10 Grosvenor Gardens | |
London SW1W 0DH | |
Independent Auditors | PKF Littlejohn LLP |
15 Westferry Circus | |
London E14 4HD | |
Solicitors | Fieldfisher LLP |
Riverbank House | |
2 Swan Lane | |
London EC4R 3TT | |
Bankers | Barclays Corporate Banking |
1 Churchill Place | |
London E14 5HP | |
Share Registry | Computershare Investors Services PLC |
The Pavilions | |
Bridgerwater Road | |
Bristol BS13 8AE | |
PR & IR | Vigo Consulting |
Sackville House | |
40 Piccadilly | |
London W1J 0DR |
Ascent Resources plc Annual Report and Financial Statements 2023 I 2
Chairman's Statement
The Company announced on 23 April 2024 its maiden investment in a revenue generating, low risk and growing North American, mid-continent gas processing and helium purification business. This is an exciting development for the Company and represents our first shaping move following a long period of deal origination / screening. We have now, together with our partners in country, huge scope to invest further to accelerate into the premium markets of processing and selling liquified helium and position ourselves as a leading revenue generating listed onshore gas and Helium business across the upstream and midstream. The investment cements the Company's new forward US onshore gas and helium strategy and initiates the journey of navigating Ascent towards an exciting space with significant upside potential and running room.
Despite continued weak capital markets, 2023 was year of solid progress and preparation for the Company, focused on continuing its claims against the Republic of Slovenia ("Slovenia" and "State") and its State controlled actors, securing a new cornerstone investor and preparing for this introduction of the first new industrial asset post Slovenia. The specific achievements during the year include:
- filing its memorial under the International Centre for Settlement of Investment Disputes ("ICSID") registered Energy Charter Treaty ("ECT") claim against the State with a revised damages claim of €656.5 million;
- securing a successful mediation outcome with the JV's service provider resulting in a material reduction in both amounts historically owed the fixed monthly fee;
- achieving revenue recognition of outstanding amounts owed from Pg-10 and Pg-11a production;
- initiating and winning the interim arbitration claim for right to payment from production of other wells totalling €8M for the period October 2019 through to December 2023;
- securing a suitable after the event insurance policy in relation to the State ECT claim and defending the adequacy of the adverse claim cost coverage following multiple challenges by Slovenia;
- introducing a new cornerstone investor at a significant premium
During the first quarter of 2024, the Company, with a view to protect shareholder interests from future dilution prior to introducing our new industrial asset, distributed a 49% economic interest in the net proceeds the Company would receive from the State ECT claim to qualifying stakeholders.
Having secured this distribution, in April 2024 the Company announced its new forward strategy and initial investment, structured as a convertible loan of US$1 million, into GNG Partners LLC ("GNG"), a private US holding company that has been formed to acquire the assets of Paradox Resources LLC out of Chapter 11 Bankruptcy. The Paradox Estate comprises primarily a midstream gas processing and helium purification business with a liquefaction unit and 521 miles of gas gathering pipelines as well as a downstream helium truck distribution business. Most notably this includes the 60MMcfd Lisbon Plant, in Utah's Lisbon Valley (35 miles southeast of Moab). The convertible loan note converts, exclusively at the election of Ascent, into 1 million new units of GNG, which would represent 10% of the current issued share capital of GNG. Ascent will collaborate with GNG to potentially provide further capital over time to accelerate the business into a premium US liquefied helium producer and distributor.
As we move forward with our new onshore US gas and helium strategy, alongside protecting our claims in Slovenia, we continue to be grateful for our shareholders' continuing support and look forward to delivering value.
James Parsons
Executive Chairman
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Chief Executive Officer's Statement
Legacy Slovenian Investment & ECT Damages Claim
2023 saw the Company continue to find traction on the initiatives launched in previous years with the continued defence of its working interests in Slovenia, both against breach of the ECT by the State and an abrasive partner seeking to deprive Ascent of its contractual entitlements. As the year progressed the Company prevailed on a number of fronts and has strong momentum behind it as it continues to seek redress for the losses which have been forced upon it.
The beginning of the year saw the Company and its subsidiary, Ascent Slovenia Limited ("ASL"), make progress in mediation and arbitration processes with related counterparties Petrol GEO (JV service provider) and Geoenergo (JV partner) respectively. In April the Company announced a successful mediation outcome with Petrol GEO, which involved settling claims for €2+million in disputed amounts since 2019 for a final settlement of €1.436million, representing an approximately 30% discount to the amounts claimed. Furthermore the JV agreed reduced monthly fixed fees with Petrol GEO, down from €44k a month to the higher of i) €20k; or ii) 35% of ASL's share of the Pg-10 and Pg-11a monthly production. At the same time ASL was able to agree with Geoenergo for payment of hydrocarbon revenues produced from the Pg-10 and Pg-11a wells for the period January 2022 through to February 2023 which totalled €1.725million. The resultant situation was that ASL received net cash payment of €288,689 and a reduced fixed fee.
Meanwhile ASL continued to pursue its domestic arbitration dispute with Geoenergo in relation to the partners different interpretations of the RJOA. Following a tribunal hearing in June, ASL prevailed in October with announcement of the arbitration tribunals binding interim decision in favour of ASL's claims to receive 90% of the production above the baseline production profile (as defined in the RJOA) for all wells on the concession area (except for Pg-1 which is included entirely within the baseline production profile) whilst it was still in a preferential recovery position (i.e. until it had received back its investments of €54million). Accordingly, the tribunal ordered Geoenergo to disclose the required (and previously withheld) production data and invoices so that ASL can calculate its claim size. ASL received the bundle and announced that it was owed approximately €8 million in relation to production owed and unpaid since October 2019 through to December 2023.
Post period in review, the JV partner filed for voluntary insolvency, the Company saw this as a direct attempt at Geoenergo to try to dispose of a valid claim against them and ASL filed a number of appeals. Following the court then cancelling a hearing in relation to the appeals the Slovenian court appointed an administrator. Ultimately ASL's appeals have been overturned and Geoenergo is in administration. The Administrator notified ASL that it has taken the view that the RJOA is immediately cancelled as of their appointment in 19 January 2024. Furthermore the concession contract expired on the 19 April 2024. At the same time the RJOA was unilaterally terminated the Service Agreement with Petrol GEO was also simultaneously terminated. The Company filed an €11million insolvency claim with the administrators ahead of the deadline. The Claim includes amounts of approximately €8million relating to monies received by Geoenergo and owed to ASL as well as a claim for €3million relating to the value of ASL's share of expropriated JV assets.
In relation to the Company's ECT damages claim against the Republic of Slovenia, 2023 saw further progress with the appointment of the arbitrators allowing the Tribunal to be constituted in accordance with Article 37(2)
- of the ICSID Convention. Following a preliminary case conference meeting in April 2023, Ascent and ASL together as claimants filed their memorial (a lengthy case document which includes the narrative and legal reasoning of our claim together with factual and expert evidence) in July. At the same time the Company announced that its damages experts had valued the Company's claim at €656.5 million. It should be cautioned that in the event the Company is successful in its claim, any amount actually received by the Company may be significantly lower than the full claim.
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In September the Company announced it had successfully contracted an after the event ("ATE") insurance policy in relation to the ECT claim. ATE insurance is a protective policy for claimants which is expected to provide cover against the majority, if not all, of an award to pay adverse legal costs and disbursements in the event a claim is unsuccessful and is an insurance product with the potential to provide a highly effective mechanism by which parties involved in arbitration can manage their financial risk. The Company has secured this policy following the filing of its memorial and supporting evidence and as a pre-emptive action to secure proof of ability to pay adverse costs ahead of the respondent potentially requesting the claimants to do so. Post period in review the Company announced that the tribunal had comprehensively rejected the State's subsequent application for security for costs and the claim continues to progress without delay.
In relation to the Company's ECT damages claim, the Company announced in October that it was considering distributing to qualifying stakeholders on a future record date an assignment to part of the proceeds which would be received by the Company in the event of a successful ECT damages claim monetary payout. Shareholders were invited to discuss their views on this as well as other matters. Following this, in December the Company updated shareholders that it was starting a process to be able to distribute an entitlement to an economic interest in 49% of the net proceeds received (after all legal fees, costs and expenses relating to the claim) in the event of a successful claim outcome against the Republic of Slovenia. The intention of this distribution is to give qualifying stakeholders the opportunity of having ring-fenced access to a significant portion of the net proceeds received by the Company from the ECT claim. As part of this process the Company created a new subsidiary special purpose vehicle and following further announcements post period in review, completed the proposals and distributed the relevant SPV shares to qualifying shareholders.
Slovenia Operational Update
Throughout the year the wells in the concession area have continued to produce small volumes of gas with sales continuing to local industrial buyers through the low pressure pipeline. Total production from the Pg-10 and Pg-11A wells in 2023 was 1,139,686 scm of gas and 44,860 litres of condensate and the average realised gas price for this production was €41.87/MWh resulting in invoiceable hydrocarbon revenues of €0.505 million due to ASL from the PG10 and PG11A wells only. Of these amounts only €0.315 million were paid during the year under review and the unpaid balance (plus late interest) is being claimed as part of the insolvency proceedings of Geoenergo which were initiated post period in review.
During the period in review ASL was not able to progress the wellhead works it had proposed on Pg-11A, which included a fishing operation to potentially increase production, due to failure to receive all necessary authorities from collaborating parties to allow the proposed work to proceed. However, Geoenergo successfully submitted a concession extension application (ahead of the deadline) to renew the concession to enable continued production and then shortly after were able to apply for new 30month automatic concession extension which was made available for concessions due to expire in 2023 or 2024 (previously the Petišovciconcession was due to expire in November 2023) due to the continued administrative backlog as a result of the impacts caused during COVID-19 pandemic. Accordingly, in December the concession was approved to have received the 30 month extension and the concession termination date became 26 May 2026. However, post period in review the JV partner and concession holder, Geoenergo, filed for insolvency and an administrator was appointed. Despite several appeals lodged by ASL, the administration event was confirmed and the Administrator unilaterally terminated the RJOA and Service Agreements. Furthermore the concession expired on 19 April 2024. Following these post period events the RJOA and the corresponding Service Agreement have been terminated. The Company is pursuing a €11 million insolvency claim against its insolvent JV partner (of which €8million relates to monies received by Geoenergo and owed to ASL and the balance relates to precautionary claim against the value of ASL's expropriated interests in JV assets) and continues to vigorously pursue its €656.5 million ECT damages claim.
Corporate Developments
The Company pursued a number of avenues in 2023, including the proposed introduction of Beryl International as a strategic investor which was subsequently terminated by the Company to avoid dilution ahead of the
Ascent Resources plc Annual Report and Financial Statements 2023 I 5
partner arbitration process and following delays to close the transaction with Beryl's international subsidiary. The Company also considered a bid for the outstanding shares of Amur Minerals Corporation, which contemplated merging Amur's cash balance (post payment of their special dividend) with Ascent's natural resource opportunity set and see an enlarged and combined entity focused on environmental, social and governance metal ("ESG Metal") processing business opportunities with an initial focus on South and Latin America. However, following initial discussions the potential transaction was terminated. In October the Company signed a new strategic collaboration agreement with new cornerstone investor MBD Partners. The Company has been continuing to review a number of natural resource opportunities in upstream oil and gas and ESG metals for some time. Post period in review the Company announced its maiden investment away from Slovenia in to a US onshore oil and gas processing and distribution company called GNG Partners LLC.
On 24 October 2023, Stephen Birrell resigned from the Board and Jean-Michel Doublet was appointed to the Board on 21 November 2023. The Board would like to thank Stephen Birrell for his valuable contribution over the last three years. Jean-Michel joined the Board as an independent non-executive director with strong M&A experience, from working with independent oil and gas companies with a focus on emerging markets.
On 23 April 2024 it was announced that David Bullion, CEO of GNG would join the Board as a non-executive director together with Edouard Etienvre, as an independent non-executive director subject to regulatory checks and Marco Fumagalli and Malcolm Graham Wood would be retiring from the Board by the end of May 2024. Marco Fumagalli stepped down from the Board on 13 May 2024.
Investment into US Helium Business
Post period under review, the Company launched its maiden investment away from Slovenia with an investment into US onshore gas and helium processing, via an initial $1million convertible loan into GNG Partners LLC ("GNG"). GNG is a private US holding company, that was formed to acquire onshore US midstream gas distribution and processing facilities which includes helium purification and liquefaction. The Paradox Estate, according to the Chapter 11 documentation, comprises primarily a midstream gas processing and helium purification business with a liquefaction unit and access to over 500 miles of gas gathering pipelines as well as a downstream helium truck distribution business. Most notably this includes the 60MMcfd Lisbon Plant, in Utah's Lisbon Valley (35 miles southeast of Moab).
GNG has acquired the Paradox Estate for an effective consideration of US$11.5M plus cure costs relating to the assigned contracts and leases related to the continuing operations of approximately US$2M ("Consideration"). The Consideration has been paid via a 7-year loan note for an amount of US$7M with interest accruing at 6% per annum (payable in kind) ("PIK Note") provided by some of the Paradox pre-insolvency creditors alongside new equity capital for the balance. Ascent has provided an initial investment of US$1 million into GNG via a zero coupon unsecured two-year convertible loan note which converts, exclusively at the election of Ascent, into 1 million membership units of GNG, which would represent 10% of the issued member units of GNG if converted on the day of the initial subscription. Ascent will collaborate with GNG to potentially provide further capital over time to accelerate the business into a premium US liquefied helium producer and distributor.
The Chapter 11 documentation sets out that the Lisbon Plant is the sole operating natural gas processing plant in the Paradox Basin and is fed by over 500 miles (of which 279 miles are wholly-owned by GNG) of helium rich gas gathering pipelines which have access to helium rich gas sources with 7-8% He concentration in the four corners region, most notably in SE Utah and NW New Mexico. The Lisbon Plant is a 60 MMcfd (million cubic feet per day) gas treatment plant which has a 1.1 MMcfd processing capacity for helium, a 45 MMcfd cryogenic plant and 10 MBpd (thousand barrels per day) fractionation train. The plant was built specifically to process the Paradox Basin natural gas that often has high CO2, H2S, N2 and He content. GNG believe that the Lisbon Plant can produce approximately 3.4% of the US liquid helium production (or 1.7% of the World's liquid helium). The Lisbon Plant is currently operational and processing gas and purifying helium which is sold as gaseous helium directly to industrial consumers via truck. The Lisbon Plant has a liquification unit which has been in care and maintenance since around 2013 (when the liquified helium price was only US$62.25 /Mcf versus the US$750-1,250 /Mcf range available today).
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Underpinning the acquisition of the Paradox Estate and Ascent's investment in GNG is a plan to quickly recommission the liquification unit to rapidly move back into premium markets of producing and selling liquified helium, as well as further opportunity to invest in iso-containers which would provide the business with even greater price command. Ascent and GNG have agreed to work together with a view to Ascent potentially providing capital for this critical value enhancing development.
Revenue Recognition & Fundings
During the year the company recognised revenues of £1.775million, which is made up of revenue relating to a positive outcome achieved in the tri-party mediation process between ASL, Geoenergo and Petrol GEO, in which ASL was successful in being able to recognise the hydrocarbon production revenues from the Pg-10 and Pg-11A wells for the period January 2022 through to February 2023, which totalled €1,724,689. Additionally, ASL received full payment for the Pg-10 and Pg-11A wells for the months of May through to September 2023, but received only partial payments in March and April and no payments from October onwards. Separately to the above Pg-10 and Pg-11A revenues, ASL initiated an arbitration process against Geoenergo in December 2022 relating to the parties different interpretations of the RJOA clauses which ASL believed entitled it to further revenues produced above the baseline production profile from other wells on the concession area. In October the Arbitration Tribunal found in favour of ASL's interpretation of the RJOA and ordered Geoenergo to disclose the materials required to enable ASL to accurate calculate its claim amounts, which were subsequently confirmed to be approximately €8million (including late interest). In January 2024 Geoenergo filed for self-declared insolvency and an administrator was appointed. ASL has subsequently filed an insolvency claim for the amounts it is owed and will only recognise these revenues when the corresponding cash amounts are paid and received. There can be no certainty of recovery of the amounts being claimed in the insolvency proceedings.
In relation to costs of production, the Company successfully agreed settlement with Petrol Geo in the tri-party mediation which involved agreeing to pay €1.436million as full and final settlement of the claimed amounts of €2,083,491 (plus interest) relating to disputed invoices issued under the tri-party service agreement for Petrol Geo to operate the field covering the period since 2019 through to February 2023. Furthermore the JV successfully renegotiated the continuing monthly fee through to the concession expiry such that it was reduced from €44k per month to the higher of i) €20k a month; or ii) 35% of ASL's share of Pg-10 and Pg-11Aproduction.
The loss for the year after taxation was £0.833 million (loss for 2022: £41.5 million). The Company loss for the
year was £1,486,000 (2022: loss of £44,159,000). During the year the Company successfully raised £1.9million in new equity to support its continuing endeavours. In February the Company announced a strategic investment with Beryl International (Pty) Ltd ("Beryl") which involved a subscription buy their Mauritian investment entity for £1million in new equity at a price of 3.6 pence, being a 11% premium to the prior closing price. However the Company terminated the subscription following delays by Beryl in closing the transaction and to manage dilution ahead of ASL's partner arbitration process. In April the Company raise £400k in new equity from existing shareholders to allow the Company to continue to execute at full capacity across various initiatives. In October, the Company introduced MBD Partners SA as a new strategic cornerstone investor and they subscribed for £1.5million in new equity at 3.5 pence per new share, which represented a 35% premium to the closing bid price on the previous day. This investment represented 20% of the enlarged share capital of the Company and came with the right for MBD to appoint one non-executive director to the Board and following the successful partner arbitration interim decision MBD were issued 45million new warrants exercisable at 5 pence per new warrant share at any time over the next 5 years.
During the year the Company also redeemed £368,366 of an outstanding loan owed to Riverfort, such that the Company debt at year end had materially reduced down to £184,183.
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Summary
The Company continues to accelerate on its claims in Slovenia with pursuit of its ECT claim, which is now well advanced, alongside executing its claim for over €8million in revenues owed from its (now insolvent) JV partner Geoenergo. Post period in review the Company has had its contractual relationships under the Restated Joint Operating Agreement in Slovenia terminated by the administrator and repositioned itself with huge upside exposure from the in play Slovenian claims whilst putting a solid foot down in America with an investment into GNG Partners which owns a gas processing and helium purification business it acquired out of Chapter 11 bankruptcy in the Paradox Basin. The Company and its shareholders are now well positioned to still receive what is contractually owed to them from the Company's legacy Slovenian investment whilst we focus on a future founded on a cash generative business operating in an exciting area with a strong US onshore gas and helium story supporting it.
Andrew Dennan
Chief Executive Officer
30 May 2024
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