Beacon Energy PlcLSE: BCE

Interim Report (20250630 interim financial statements final)

· Issued by Beacon Energy Plc


UNAUDITED INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025 CONTENTS Page

Consolidated Statement of Comprehensive Income 1

Consolidated Statement of Financial Position 2

Consolidated Statement of Changes in Equity 3

Consolidated Cash Flow Statement 4

Notes to the Consolidated Financial Statements 5

‌Interim Consolidated Statement of Comprehensive Income

‌Unaudited Six months

ended 30 Jun 2025

‌Audited Period ended 31 Dec 2024

‌Restated

Unaudited Six months

ended 30 Jun 2024

‌Notes

‌$'000

‌$'000

‌$'000

Income

Other income

-

-

-

Total income

-

-

-

Operating expenses

-

-

-

Operating loss

-

-

-

Other administrative expenses

4

(497)

(2,545)

(993)

‌Net loss before Finance Costs and Taxation

‌(497)‌

‌(2,545)

‌(993)

Finance cost

-

-

-

Effects of exchange gain/loss

53

(35)

-

‌Net loss before finance costs and taxation

‌(444)‌

‌(2,580)

‌(993)

Tax expense

-

-

-

‌Loss from continuing operations

‌(444)‌

‌(2,580)

‌(993)

Discontinued operations

Loss from discontinued operations net of tax

6

-

(16,004)

(188)

Loss for the year

-

(18,584)

(1,181)

Other comprehensive income

Exchange differences on translation of foreign

operations

-

-

212

‌Total comprehensive Loss for the year attributable to owners of the parent

‌(444)‌

‌(18,584)

‌(969)

‌Basic and diluted loss per share attributable to owners of the parent during the year (expressed

in US cents per share)

‌7

‌(0.00)

‌(0.11)

‌(0.01)

The accompanying notes from an integral part of these consolidated financial statements.

‌Interim Consolidated Statement of Financial Position

‌Unaudited 30 Jun 2025

‌Audited 31 Dec 2024

‌Restated

Unaudited 30 Jun 2024

‌Notes

‌$'000

‌$'000

‌$'000

Non-current assets

Property, plant & equipment

-

-

-

Intangible assets

-

-

-

-

-

-

Current assets

Other receivables

28

23

329

Cash and cash equivalents

471

866

1,325

499

889

1,654

Total assets

499

889

1,654

Current liabilities

Trade and other payables

8

(1,243)

(1,189)

(540)

Non-current liability

-

-

-

Total liabilities

(1,243)

(1,189)

(540)

Net assets

(744)

(300)

1,114

Equity attributable to equity holders of the company

Share premium

68,344

68,344

68,344

Share reserve

3,101

3,101

3,041

Foreign Currency Translation Reserve

-

-

(64)

Accumulated deficit

(72,189)

(71,745)

(70,207)

Total shareholder funds

(744)

(300)

1,114

The accompanying notes from an integral part of these consolidated financial statements.

‌Interim Consolidated Statement of Changes in Equity

‌Share

premium

‌Share

reserve

‌FCTR

‌Accumulated

deficit

‌Total

equity

‌$'000s

‌$'000

‌$'000

‌$'000s

‌$'000s

Balance at 1 January 2024

65,245

2,801

(276)

(53,161)

14,609

Loss for the period to 30 June 2024 (restated and unaudited)

-

-

-

(1,181)

(1,181)

Total comprehensive Ioss

-

-

-

(1,181)

(1,181)

Transactions with equity shareholders of the parent:

Share based payments

-

240

-

-

240

Proceeds from shares issued

3,262

-

-

-

3,262

Cost of share issue

(164)

-

-

-

(164)

Foreign currency translation reserve

-

-

212

-

212

Balance at 30 June 2024 (restated

and unaudited)

68,344

3,041

(64)

(54,342)

16,978

Loss for the period to 31 December 2024 (audited)

-

-

-

(17,403)

(17,403)

Total comprehensive loss

-

-

-

(17,403)

(17,403)

Transactions with equity shareholders of the parent:

Share based payments

-

60

-

-

60

Proceeds from shares issued

-

-

-

-

-

Cost of shares issue

-

-

-

-

-

Foreign currency translation reserve

-

-

64

-

64

Balance at 31 December 2024

(audited)

68,344

3,101

-

(71,745)

(300)

Loss for the period to 30 June 2025 (unaudited)

-

-

-

(444)

(444)

Total comprehensive loss

-

-

-

(444)

(444)

Transactions with equity shareholders of the parent:

Share based payments

-

-

-

-

-

Proceeds from shares issued

-

-

-

-

-

Cost of share issue

-

-

-

-

-

Foreign currency translation reserve

-

-

-

-

-

Balance at 30 June 2025 (unaudited)

68,344

3,101

-

(72,189)

(744)

The accompanying notes from an integral part of these consolidated financial statements.

‌Interim Consolidated Cash Flow Statement

‌Unaudited 30 Jun 2024

‌Audited 31 Dec 2024

‌Restated

Unaudited 30 Jun 2024

‌Notes

‌$'000

‌$'000

‌$'000

Cash flows from operating activities:

Loss before tax

(444)

(18,584)

(1,181)

Adjustments for:

Share-based payment

-

300

240

Change in working capital items:

Movement in other receivables

(5)

538

306

Movement in trade and other payables

54

662

649

Net cash used in operations

(395)

(17,084)

14

Cash flows from investing activities

Loss on discontinued operations

-

16,004

188

Adjustment cash transferred to Rhein

-

(3,866)

(3,866)

Purchase of property, plant & equipment

-

-

-

Net cash flows from investing activities

-

12,138

(3,678)

Cash flows from financing activities

Proceeds from issue of share capital

-

3,262

3,262

Share issue costs

-

(163)

(163)

Net cash flows from financing activities

-

3,099

3,099

Net (decrease)/increase in cash and cash

equivalents

(395)

(1,847)

(565)

Effect of exchange rate changes

866

73

(750)

Cash and cash equivalents at beginning of period

-

2,640

2,640

Cash and cash equivalents at end of period

471

866

1,325

The accompanying notes from an integral part of these consolidated financial statements.

‌Notes to the Interim Consolidated Financial Statements
  1. Reporting entity

    Beacon Energy plc (the "Company") is domiciled in the Isle of Man. The Company's registered office is at 55 Athol Street, Douglas, Isle of Man IM1 1LA. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group"). The Group is primarily involved in the oil & gas exploration and production business.

  2. Basis of accounting

    These interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting". These interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements for the period ended 31 December 2024, which were prepared in accordance with IFRSs as adopted by the United Kingdom. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

    In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those disclosed in the Group's statutory financial statements for the year ended 31 December 2024.

    Comparative figures for the interim period ended 30 June 2024 have been restated to account for changes to accounting treatment for the discontinued operations related to Rhein Petroleum GmbH that came about while preparing annual accounts as at 31 December 2024. A reconciliation between originally reported figures and restated figures has not been prepared.

    The interim consolidated financial statements are presented in US Dollars unless otherwise indicated.

    There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial period beginning on or after 1 January 2025 that would be expected to have a material impact on the Group.

    The consolidated financial statements of the Group as at and for the year ended 31 December 2024 are available upon request from the Company's registered office at 55 Athol Street, Douglas, Isle of Man or the Company's website https://www.beaconenergyplc.com

    These interim consolidated financial statements have been approved and authorised for issue by the Company's Board of directors on 30 September 2025.

  3. Going concern

    The financial statements have been prepared on a going concern basis.

    The Group monitors its cash position, cash forecasts and liquidity on a regular basis and takes a conservative approach to cash management.

    As at 30 June 2025, the Company had available cash resources of US$0.47 million and no debt. Monies are owed (related to unpaid fees) to the Directors and a former Director and (related to the Earn Out associated with the Rhein Petroleum acquisition) to the Company's largest shareholder, Tulip Oil Holdings Limited. Agreement has been reached to defer the payment of such monies until the Company has secured its next growth opportunity

    Notes to the Interim Consolidated Financial Statements (continued)

    As previously disclosed, the Company is in a period of exclusivity and in the final stages of agreeing a potential acquisition of an interest in an onshore gas development asset located in Europe (the "Proposed Transaction").

    As a result of material cost reduction initiatives previously announced, and the deferral of monies owed to the Directors, a former Director and Tulip Oil, Management's base case suggests that the Company has sufficient liquidity to progress, and complete, the Proposed Transaction by end 2025.

    Management have also considered a number of downside scenarios, including scenarios where the Proposed Transaction does not complete, the Proposed Transaction is delayed or where the costs of executing the Proposed Transaction increase materially.

    Potential mitigants include further deferral and/or reduction of expenditure and raising additional funding.

    As a result, the Directors are of the opinion that the Group is likely to operate as a going concern for at least the next twelve months from the date of approval of these financial statements.

    Nonetheless, these conditions indicate the existence of a material uncertainty which may cast doubt on the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would be required if the Group were unable to continue as a going concern.

  4. Expenses

    Administration fees and expenses consist of the following:

    Unaudited Six months

    ended 30 Jun 2025

    $'000

    Audited Period ended 31 Dec 2024

    $'000

    Restated

    Unaudited Six months

    ended 30 Jun 2024

    $'000

    Audit fees

    53

    61

    21

    Professional fees

    83

    324

    147

    Administration costs

    74

    129

    60

    Employee share based payments

    -

    141

    113

    Director share based payments (Note 5)

    46

    1,271

    298

    Directors' fees (Note 5)

    239

    595

    334

    Travel and entertainment

    2

    24

    20

    Acquisition amounts written off

    -

    -

    -

    Other administrative expenses

    497

    2,545

    993

    Notes to the Interim Consolidated Financial Statements (continued)
  5. Directors' remuneration

    The remuneration of those in office during the period ended 30 June 2025 was as follows:

    Unaudited

    Six months

    ended 30 Jun 2025

    $'000

    Audited Period ended 31 Dec 2024

    $'000

    Restated

    Unaudited Six months

    ended 30 Jun 2024

    $'000

    Salaries paid in cash plus share based payments

    266

    563

    294

    Accrued entitlement to shares and warrants

    -

    1,271

    298

    Directors' pension

    19

    32

    40

    285

    1,866

    632

    There were no share options and warrants issued during 6- month period to 30 June 2025 ($298,000: 30 June 2024).

  6. Discontinued operations

    On 11 April 2023, the Company acquired the entire issued share capital of Rhein Petroleum GmbH ("Rhein Petroleum"), an upstream oil and gas business operating in Germany. This transaction can be best described as a business combination under IFRS3.

    As a result of the poor production performance, the Company took the difficult decision to place Rhein Petroleum into a formal process with its creditors (akin to US Chapter 11 bankruptcy protection), as announced on 28 June 2024. For the purposes of the financial statements, the Company has considered this date to be the date of loss of control of its subsidiary as from this point the Company was unable to direct the actions of the entity.

    As part of the creditor process, the Company put forward a robust and fully financed restructuring plan aimed at maximising cash generation from the Rhein Petroleum business and delivering value for creditors. Given the poor production rates seen at the SCHB-2 well, the Company was unable to put forward a restructuring offer which was agreeable to the Rhein Petroleum creditors. In January 2025, the Company was informed that Rhein Petroleum's creditor representative had completed a transaction to sell certain assets of Rhein Petroleum to a third party and that the process to liquidate Rhein Petroleum (the "Proposed Liquidation") would commence.

    From the date of loss of control, the investment in this entity was treated as an unconsolidated investment. However, as no further amounts were receivable back from this entity, this investment is held at nil value and when the creditor processes are concluded after the year-end, this entity will be treated as fully disposed of.

    The entity had been treated as fully disposed of as at 30 June 2025 as the creditor process has been concluded.

    Notes to the Interim Consolidated Financial Statements (continued)

    As a result of this Rhein Petroleum has been accounted for as a discontinued operation. And the loss on the discontinued operation is as per below:

    2024

    Loss on Discontinued operations

    $'000

    Other Income in relation to discontinued operations

    702

    Expenses in relation to discontinued operations

    (1,591)

    Unaudited losses generated by discontinued operations*

    (889)

    Loss on disposal of subsidiary**

    (15,115)

    Total loss on discontinued operations

    (16,004)

    *No tax was payable in relation to this operation, so this represents both the pre- and post-tax loss.

  7. Earnings per share

    Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

    Unaudited

    Outstanding at 30 Jun 2025

    Audited

    Outstanding at 31 Dec 2024

    Restated

    Unaudited Outstanding at 30 Jun 2024

    Gain / (loss) attributable to owners of the Group

    (USD thousands)

    (444)

    (18,584)

    (1,181)

    Weighted average number of ordinary shares in

    issue (thousands)

    18,511,680

    17,695,389

    16,011,460

    Gain / (loss) per share (US cents)

    (0.00)

    (0.11)

    (0.01)

    In accordance with International Accounting Standard 33 'Earnings per share', no diluted earnings per share is presented as the Group is loss making.

  8. Trade and other payables

    Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. The majority of current liabilities and accruals balance relates to monies owed (related to unpaid fees) to directors, a former director and (related to the Earn Out associated with Rhein Petroleum) to the Company's largest shareholder, Tulip Oil Holdings. Agreement has been reached to defer the payment of such monies until the Company has secured its next growth opportunity.

    ‌Notes to the Interim Consolidated Financial Statements (continued)

    Unaudited

    Outstanding at 30 Jun 2024

    US$'000

    Audited

    Outstanding at 31 Dec 2024

    US$'000

    Unaudited

    Outstanding at 30 Jun 2024

    US$'000

    Trade payables

    107

    80

    104

    Accruals and other payables

    1,136

    1,109

    436

    1,243

    1,189

    540

  9. Shares in issue

    The number of shares in issue at the beginning of the period was 18,511,679,620. The number of options and warrants on issue at the start of the period was 3,522,877,036. There was no issue of shares during the period. The number of ordinary shares in issue at the end of the period is 18,511,679,620. The number of options and warrants at the end of the period is 3,522,877,036.

    Options and warrants in issue:

    Outstanding at

    31 December

    2024

    Issued/(Expired)

    during the

    period

    Outstanding at 30 June 2025

    Options

    Issued 17/3/2022

    30,000,000

    -

    30,000,000

    Issued 19/12/2022

    770,542,318

    -

    770,542,318

    Issued 20/12/2023

    503,565,640

    -

    503,565,640

    1,304,102,958

    -

    1,304,102,958

    Warrants

    Issued 31/03/2021

    3,851,159

    -

    3,851,159

    Issued 19/04/2021

    24,064,620

    -

    24,064,620

    Issued 26/07/2022

    500,000,000

    -

    500,000,000

    Issued 11/04/2023

    1,325,753,299

    -

    1,325,753,299

    Issued 20/09/2023

    116,700,000

    -

    116,700,000

    Issued 28/02/2024

    248,400,000

    -

    248,400,000

    2,218,769,078

    -

    2,218,769,078

    Total options and warrants

    3,522,877,036

    -

    3,522,877,036

  10. Commitments and contingencies

    There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements as at 30 June 2025 (31 December 2024: None).

  11. Subsequent events

There are no subsequent events to disclose post period end.

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