This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

2 June 2025                                        

Ascent Resources plc

("Ascent" or the "Company")

Final Results and Notice of AGM

 

Ascent Resources Plc (LON: AST), the US onshore gas and helium processing and production focused company, announces its final results for the year ended 31 December 2024 ("Annual Results"). The Annual Results and Notice of Annual General Meeting ("AGM") are being published to shareholders today and will be available on the Company's website at www.ascentresources.co.uk/investors/.

The Company's AGM will be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT on Friday, 27 June 2025 at 13:00 and a copy of the AGM notice will also be posted on the Company's website.

Highlights:

·    Entry into U.S. onshore oil and natural gas with helium, in April, with an initial investment in GNG Partners LLC, the owners of the Lisbon Valley 60mmscfd name-plate gas processing plant in Utah, USA.

·    Entry into U.S. upstream in December via acquisition of 49% direct interest in oil and gas leases (with helium of up-to c.1%) operated by American Helium LLC in Utah and Colorado with proven reserves and prospective resource upside.

·    Concluded a distribution to qualifying shareholders, in February, of a ring-fenced 49% economic interest in the net proceeds the Company may receive in relation to a successful Energy Charter Treaty (ECT) claim outcome against the Republic of Slovenia and announcement, in December, of intention to distribute a further ring-fenced 41% economic interest to qualifying shareholders which was completed post period under review.

·    Insolvency of partially state owned Slovenian joint venture partner and unilateral termination of the RJOA by the administrator as of their appointment on 19 January 2024, resulting in the Company no longer having an interest in the development of the Petišovci field as of the date of the administrator's appointment.

·    Filing of relevant claims in the ensuing insolvency proceedings, with the Company in December having its conditional claim for c.€3 million recognised in relation to Ascent's 75% interest in JV plant and property and claim for c.€2.7 million of revenue owed but not paid, which together represent c.82% of the total approve insolvency estate.

Corporate

·    Raised £555,000 of additional equity in April 2024 and a US$2 million senior secured loan facility, of which a first draw-down of US$1 million was made to fund the investment in GNG Partners LLC.

·    Introduced new strategic investor who invested US$1 million in new equity at a 43% premium to the prevailing share price at the time in September 2024.

·    Engagement with shareholders over concept to distribute a portion of the net proceeds received from a successful ECT claim outcome to qualifying shareholders on a future record date.

·    Board changes with the resignation of Marco Fumagalli and Malcom Graham-Wood as non-executive directors of the Company and resignation of James Parsons as Executive Chairman, and the appointment of David Bullion as non-executive director and Edouard Etienvre as independent non-executive director of the Company.

Post Balance Sheet Events

·    Raised £1.35 million of additional equity in May 2025.

·    Conditional acquisition, subject to shareholder approval to issue new shares, of an initial 10% direct non-operated interest in portfolio of producing oil and gas leases in northern Utah for total consideration of US$750,000 which is satisfied by the issue of new shares (subject to shareholder approval) at the Placing Price. Additionally secured i) Rights to earn a 50% economic interest in incremental production generated from existing well bores by investing in well work programs to install artificial lift technologies and rights to receive a 50% interest in any 640-acre section subject to the drilling of a new well on the leases; and ii) Option to acquire a further 23% direct non-operated interest in the leases, on or before 15 October 2025, by paying cash consideration of US$1.5 million.

·    Conditional acquisition, subject to shareholder approval to issue new shares, of a 49% direct non-operated interest in a portfolio of producing oil and gas leases, with substantial prospective resources, in west Colorado for total consideration of US$2.5 million, which is satisfied via the issuance of US$600,000 worth of shares at a price of 0.5p per share (subject to shareholder approval) and a US$1.9 million convertible loan note with a 3-year term issued to vendor.

·    Resumption of arbitration against Geoenergo (in administration) to pursue recognition of additional proceeds being registered in the Geoenergo insolvency proceedings.

·    Hearing held over 5 days in Paris in relation to the Company's significant ECT claim against the Republic of Slovenia.

·    Director changes with upcoming retirement of Andrew Dennan as CEO and Director which will become effective upon the convening of the AGM and proposed appointment of seasoned US geologist David Patterson as CEO of the Company post the upcoming AGM (and subject to completion of customary director on-boarding checks). Jean-Michel Doublet (formerly senior independent non-executive director of Ascent) has been appointed as interim-chairman.

·    Implementation of cost saving initiatives, notably with Directors and C-suite electing to reduce cash component of their salaries by 30% over the next six months.

·    Completion of distribution of entitlement to 41% of the gross proceeds received by the Company in the event of a successful ECT claim result to qualifying shareholders.

·    Appointment of Shard Capital and Fortified Securities as joint brokers to the Company.

·    Partial repayment of the senior secured loan note and re-profiling of outstanding balance including extension of maturity by 2 years and fixed conversion price at 1 pence (representing a 100% premium to the price at which the £1.35 million of additional equity was raised).

Enquiries:

Ascent Resources plc Andrew Dennan	Via Vigo Communications
Zeus, Nominated Adviser & Broker James Joyce / James Bavister	0203 829 5000
Novum Securities, Joint Broker John Belliss	0207 399 9400
Fortified Securities, Joint-Broker Guy Wheatley	0203 411 7773
Shard Capital Partners LLP, Joint-Broker Damon Heath	0207 186 9952

 

 

 

Dear Shareholders

 

2024 has been a year of significant transformation for Ascent Resources Plc, a period where we boldly redefined our identity and set a course for a future rich with opportunity. 2024 saw a renewal of our Board of Directors, with the former chairman and non-executive directors stepping down and two new non-executive directors, David Bullion and Edouard Etienvre being appointed to the Board. This has been a year of significant milestones, from our ambitious expansion into the U.S. onshore gas and helium sector alongside continued pursuit of resolution of our Slovenian legacy and a distribution to shareholders of a ring-fenced percentage of the net proceeds to be received in the event of a positive Energy Charter Treaty claim outcome, and I am eager to share the full scope of our journey with you.

 

It has also been a year of extraordinary progress and reinvention for Ascent Resources Plc, a time when we turned strategic vision into concrete achievements and laid a robust foundation for future success. Building on the resilience and stability we established in 2023, where we defended our interests in Slovenia, and secured our financial footing, we have now executed a bold pivot to the Americas, positioning ourselves as a dynamic player in the U.S. onshore gas and helium sector. This has been a year of action, from groundbreaking investments to the resolution of legacy challenges.

 

U.S. Onshore Oil and Gas & Helium Strategy

Our foray into the U.S. market has been the defining narrative of 2024, marking a strategic shift toward revenue-generating assets in a stable and high-potential jurisdiction. In April, we announced our maiden investment into GNG Partners LLC by participating in a US$1 million convertible loan that granted us exposure to the Lisbon Valley gas and helium processing facility in Utah. This 60 MMscfd name plate plant, acquired out of Chapter 11 bankruptcy for an effective consideration of US$11.5 million plus US$2 million in cure costs, is a linchpin in the Paradox Basin-a region celebrated for its helium-rich gas reserves, with helium concentrations reaching up to 7-8% in the region. The Lisbon Valley gas processing plant includes 1.1 MMcfd of helium processing capacity which includes a 550 Mcfd helium liquefier, a 45 MMcfd cryogenic plant, and a 10 MBpd fractionation train, purpose-built to handle the basin's unique gas composition, high in CO₂, H₂S, N₂, and helium. By May, the plant was operational, processing gas with steady performance throughout the remainder of 2024 before being shut in the beginning of 2025 for some upgrades and identified plant repair works, with the plant expected to be back online towards the end of Q2, following which GNG expect to turn their focus to recommissioning its liquefaction unit, dormant since 2013 when liquified helium prices languished at c.US$60/Mcf. With current prices soaring to US$750-1,450/Mcf, this upgrade-targeted for completion by 2025 year-end-will enable GNG to produce and sell liquefied helium, tapping into premium markets and driving significant revenue growth in 2026 and beyond.

 

GNG have also filed their Monitoring, Reporting and Verification study ("MRV") to the Environmental Protection Agency in order to qualify for the US 45Q carbon capture, utilization and storage projects which is expected to be approved in the Summer of 2025 and will balance the GNG offering across three core verticals i) natural gas processing; ii) helium processing and liquefaction; and iii) carbon capture and sequestration.

 

Our U.S. ambitions expanded further in December, ahead of the year end, with a landmark acquisition of a 49% non-operated direct interest in producing and prospective oil and gas with helium leases operated by American Helium LLC: 119,000 acres of helium-rich leases in Utah and Colorado, secured for US$2 million through a combination of US$250,000 in cash and US$1.75 million satisfied by the issuance of 27.65 million new shares at an issue price of 5 pence per new share (see Note 10 to the accounts below) which were admitted to AIM in January 2025. This deal, underpinned by a US$1 million equity raise in July at a 43% premium to the closing share price, represents a strategic leap into upstream development. The acreage, with helium concentrations which have been measured in certain leases at 1%, integrates seamlessly with our midstream operations at Lisbon Valley, creating a cohesive portfolio that spans processing and production. Our team is already mobilising to explore this asset's potential, with plans to enhance its value through targeted development in the coming years. GNG estimates that Lisbon Valley alone could account for 3.4% of U.S. liquid helium production (or 1.7% globally), and with this upstream expansion, we are positioning Ascent to become a significant contributor to this high-demand market.

 

The American Helium operated oil and gas leases in Utah and Colorado include a portfolio which has proved (1P) reserves (inclusive of PDP, PDNP and PUD reserves) net to Ascent's 49% working interest of 9.1 Bcf of natural gas (which the operator has tested helium at up to 1% in certain wells); 1.396 MMbbl of oil and condensates; and 1.17 MMbbl of natural gas liquids (APN Energy Consultants LLC, Report on Reserves dated 1 April 2024 prepared using the standard petroleum engineering practices in conformity with the SPE Petroleum resources Management System guidelines). The portfolio of leases has significant behind pipe upside as well as potential step-out and exploration upside within the acreage, including opportunities to exploit high helium-bearing zones. The acreage is in the helium rich Paradox Basin and has up to 1% helium contained within the producible natural gas streams, which is expected to be monetised through synergistic tie-back and processing at the GNG Lisbon gas processing plant. The acreage also benefits from having existing infrastructure in place and an experienced operator which is principally based out of Houston, Texas as well as in the field. Production is currently restricted to one local industrial gas buyer whilst the GNG Lisbon Plant upgrades and maintenance program is completed, following which the leases are expected to resume full production at around 3 MMscfd (gross daily production to American Helium and Ascent as partners proportional to their working interests).

 

These investments and acquisitions relating to our advancing US strategy aligns with our goal of building a diversified, cash generative business, providing a pipeline of projects that could accelerate our growth in 2025 and beyond. Together, these initiatives reflect our commitment to seizing opportunities in burgeoning markets, leveraging our operational capabilities to deliver value in a region with a robust framework for natural resource investment. Post period under review, as set out in Future Developments section of the Director's Report (below), the company made a conditional acquisition of a 10% direct interest in oil and gas leases operated by ARB Energy Utah, LLC along with securing 50% incremental production rights by investing in the installation of artificial lift technologies and also secured a 49% interest in leases operated by Locin Oil Corporation. These leases are consistent with the Company's strategy to pursue a growth strategy focused on existing proven and producing reserves with significant prospective upside onshore U.S.

 

Legacy Slovenian Investment & ECT Damages Claim

While our future lies in the US onshore gas and helium, 2024 was also about resolving our past in Slovenia with determination and strategic clarity. The year began with a significant development: on 8 January, Geoenergo d.o.o., our Slovenian joint venture partner, filed for voluntary insolvency, a move that followed our 2023 favourable arbitration interim award affirming our interpretation of the RJOA and the validity of our claims for a portion of the revenue from producing wells on the concession area other than PG-10 and PG-11a which the Company calculated to be an amount of c. €8 million relating to unpaid production revenues from October 2019 to December 2023 plus statutory interest. Upon their appointment on 19 January 2024, the administrator unilaterally terminated the Restated Joint Operating Agreement (RJOA), a decision ratified by the insolvency court, leading to the concession's subsequent expiry on 19 April 2024. This marked the end of our operational tenure in Slovenia, a closure we met with proactive measures to safeguard our interests. Following the appointment of the administrator, the Company filed an €11 million claim in the insolvency proceedings, comprising the €8 million owed for production revenues plus interest and a conditional claim of €3 million for the value of Ascent Slovenia Limited's (ASL) (100% owned Company subsidiary) share of joint venture assets which are caught up in the insolvency process. While Geoenergo's financial distress casts uncertainty over recovery, we remain steadfast in pursuing every available avenue to secure what is rightfully owed. Ahead of the year end the relevant court published the list of approved tested claims and ASL has been approved its conditional claim of €3 million relating to the value of joint venture assets and has had c.€2.7 million of its €8 million revenue plus interest claim approved in the insolvency proceedings. The balance of €5.3 million, which is disputed by the administrator, is being pursued by ASL via the resumption of the previously suspended arbitration proceedings between ASL and Geoenergo to receive a binding decision on quantum and an award on costs, following which ASL expects these amounts to be reflected in the approved creditors list.

 

Concurrently, our significant Energy Charter Treaty (ECT) damages claim against the Republic of Slovenia advanced with notable progress throughout 2024. In February, we achieved a procedural milestone by successfully rebutting Slovenia's application for security for costs, ensuring the claim remained on track without additional financial burdens as a result of proactively already securing a relevant After The Event insurance policy (a policy which pays out in the event of a negative claim outcome and award of costs against Ascent). In July, we filed our reply memorial, a detailed submission bolstered by further witness statements and independent expert reports, adhering to the International Centre for Settlement of Investment Disputes' ("ICSID") agreed timetable. This claim, rooted in Slovenia's legislative actions that undermined our investment, most notably the 2022 ban on hydraulic stimulation-continues to be a priority. To align our efforts with your interests, we completed a shareholder distribution in March, allocating 49% of any net proceeds (after legal fees and costs) to qualifying shareholders via preference shares, while retaining 51% control and total ownership of the claim. This structure ensures those qualifying stakeholders receive a direct payout resulting from any potential outcome which would not be altered as a result of further changes in the issued share capital of the Company, though we must note that any award, if successful, may be significantly lower than the full claim due to the inherent uncertainties of arbitration. Our legal team remains confident in our case, and we are committed to seeing it through to maximize value from this legacy investment. In December, following the investment into GNG and acquisition of 49% interest in the Utah and Colorado leases operated by American Helium LLC, the Company announced its intention to complete a second distribution with entitlements to a further 41% of the net proceeds to be received in the event of a positive claim outcome and payment of damages award. This distribution was completed in Q1 2025. In April 2025, post period under review, the hearing of both the merits and quantum was convened and took place over five days.

 

Operational Update

Operationally, 2024 was a year of transition and re-focus. Our initial investment into US Onshore operations, through GNG, set the foundations for us to build a business around. The Lisbon Valley gas processing plant is expected to resume full production of natural gas in the Summer of 2025, after completion of plant upgrade and identified repair works. Ahead of then GNG expect to receive their 45Q carbon capture, utilization and storage tax credits approval and then turn its attention to re-commissioning the helium liquefaction unit ahead of the 2025 year-end. The December acquisition of the American Helium acreage adds a new layer of opportunity, with our team already assessing exploration and development strategies to unlock its potential. The upstream partners have already identified 25 wells which can be targeted with relatively low risk and high impact rig-less work-over style operations which are affordable yet could significantly increase near term production from the leases and hence have a quick payback. The Company also remains focused on expanding its footprint in America and securing further access to portfolios of leases with proven producing reserves and material high impact prospective resources to target with the drill-bit.

 

In Slovenia, the insolvency of Geoenergo and the termination of the RJOA brought joint venture production to a close, redirecting our resources and attention to the Americas. Whilst this removed our continuing operational presence in country, as detailed above the Company is still pursuing the interests which are owed to it through continuing insolvency and dispute resolution processes with both the former JV partner, Geoenergo d.o.o. and its related party service provider Petrol Geo d.o.o.

 

Corporate Developments

The year also brought significant changes to our leadership and corporate structure. This transition was complemented during 2024 by the addition of Lionel Therond as Chief Financial Officer to the executive team, and David Bullion and Edouard Etienvre as Non-Executive Directors, creating a refreshed Board with the expertise to guide our U.S.-centric strategy. Following the departure of the Executive Chairman, James Parsons and other directors in 2024, we have operated without a Chairman. In December 2024 the Company announced the intended appointment of Gilles Thieffry as Non-Executive Chairman, however post period under review it was agreed that Mr Thieffry would not join the Board and the Company would be seeking a new Chairman in the near term. In the interim, it has been agreed that Jean-Michel Doublet, independent non-executive director, will assume the role of Interim Chairman. Further, post period under review the Company announced that Andrew Dennan will not be standing for re-election at the Annual General Meeting in June 2025 and the intention is to appoint David Patterson as Chief Executive Officer. Andrew Dennan will continue to work closely with the Company and assist with the pursuit of the Company's claims in Slovenia, and the Board believes that, as the business enters a new phase with a focus on the U.S., David Patterson will lead the business in growing and delivering its onshore U.S. oil and gas and helium strategy. Financially, the Company raised £0.55 million in April 2024 through equity at spot price at the time plus $1 million (£0.81 million) through a senior secured convertible loan note at a 40% premium to the placing price. Later in the year in September 2024 the Company raised US$1 million (£0.76 million) in additional equity at a premium to the spot price at the time. Ahead of the year end, in December 2024, alongside the acquisition of interests in proven and prospective oil and gas leases operated by American Helium LLC the Company raised a further US$0.475 million (£0.378 million) at a significant premium to the prevailing share price. The Company has access to the capital markets to secure the incremental capital it needs to execute its plans.

 

Summary

As we close 2024, Ascent Resources Plc stands at a turning point. Our U.S. investments offer a compelling mix of i) midstream activities which include natural gas and helium processing, helium liquefaction along with carbon capture themes; and ii) upstream productivity and potential from a platform which includes proven reserves and significant upsides to target in historically high helium producing reservoirs in the Leadville and McCracken and which benefits from substantial existing production infrastructure and gas gathering systems which run through and/or adjacent to the leases. The Company's legacy Slovenian claims continue to materially progress and though the outcomes remain currently uncertain, these claims represent a significant value opportunity as and when they materialise. With a renewed leadership team and a solid financial foundation, we are entering 2025 with a clear vision and the tools to execute it. My deepest gratitude goes to you, our shareholders, and to our dedicated team for your support throughout this transformative year. Together, we are building a company with a bright and prosperous future.

 

Andrew Dennan

Chief Executive Officer

30 May 2025

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

	Notes	Year Ended 31 December 2024 £'000s	Year Ended 31 December 2023 £'000s
Revenue	2	-	1,412
Cost of Sales	2	(26)	(626)
Depreciation of assets	10	(2)	(1)
Gross loss / profit		(28)	785
Other income	2	3	363
Administrative expenses	3	(2,416)	(1,960)
Fair value gain on derivative liability	15	43	-
Fair value loss on financial assets	9	(194)	-
Operating loss		(2,592)	(812)
Finance income	9	73	-
Finance cost	5	(207)	(39)
Net finance costs		(134)	(39)
Loss before taxation		(2,726)	(851)
Income tax expense	6	-	-
Loss for the year		(2,726)	(851)
Other comprehensive income
Exchange differences on translation of foreign operations		24	18
Total comprehensive income for the year		(2,702)	(833)
Earnings per share
Basic & fully diluted loss per share (Pence)	8	(114.49)	(49.74)

 

The consolidated balance sheet should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position

For the year ended 31 December 2024

Assets	Notes	31 December 2024 £'000s	31 December 2023 £'000s
Non-current assets
Property, plant and equipment	10	710	3
Prepaid abandonment fund	12	-	262
Other debtors	9	677	-
Prepayments	12	216	-
Total non-current assets		1,603	265
Current Assets
Trade and other receivables	12	415	323
Cash and cash equivalents		111	475
Total current assets		526	798
Total assets		2,129	1,063
Equity and liabilities
Attributable to the equity holders of the Parent Company
Share capital	18	8,989	8,495
Share premium account	18	79,703	77,889
Merger reserve		570	570
Share-based payment reserve		726	574
Other equity reserves	19	124	-
Translation reserve		(234)	(258)
Retained earnings		(90,346)	(87,648)
Total equity attributable to the shareholders		(468)	(378)
Total equity		(468)	(378)
Non-current liabilities
Provisions	14	1,019	690
Total non-current liabilities		1,019	690
Current liabilities
Convertible loan notes	15	780	5
Borrowings	15	-	184
Derivative liability	15	13	-
Trade and other payables	16	785	562
Total current liabilities		1,578	751
Total liabilities		2,597	1,441
Total equity and liabilities		2,129	1,063

 

The consolidated balance sheet should be read in conjunction with the accompanying notes.

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

	Share capital £'000s	Share premium £'000s	Merger reserve £'000s	Share base payment reserve £'000s	Other equity reserves £'000s	Translation reserve £'000s		Retained earnings £'000s	Total £'000s
Balance at 1 January 2023	8,214	76,298	570	2,131	-	(276)		(88,457)	(1,520)
Comprehensive income
Loss for the year	-	-	-	-	-	-		(851)	(851)
Other comprehensive income
Currency translation differences	-	-	-	-	-	18		-	18
Total comprehensive income	-	-	-	-	-	18		(851)	(833)
Transactions with owners
Issue of ordinary shares	281	1,619	-	-	-	-		-	1,900
Costs related to share issues	-	(28)	-	-	-	-		-	(28)
Share-based payments - charge	-	-	-	103	-	-		-	103
Share-based payments - expired	-	-	-	(1,660)	-	-		1,660	-
Total transactions with owners	281	1,591	-	(1,557)	-	-		1,660	(1,975)
Balance at 31 December 2023	8,495	77,889	570	574	-	(258)		(87,648)	(378)
Balance at 1 January 2024	8,495	77,889	570	574	-	(258)		(87,648)	(378)
Comprehensive income
Loss for the year	-	-	-	-	-	-		(2,726)	(2,726)
Other comprehensive income
Currency translation differences	-	-	-	-	-	24		-	24
Total comprehensive income						24		(2,726)	(2,702)
Transactions with owners
Issue of ordinary shares	494	1,856	-	-	-	-		-	2,350
Costs related to share issues	-	(42)	-	-	-	-		-	(42)
Equity component of convertible loan note	-	-	-	-	124	-		-	124
Share-based payments - prior year correction	-	-	-	-	-	-		23	23
Share-based payments - charge	-	-	-	157	-	-		-	157
Share-based payments - expired	-	-	-	(5)	-	-		5	-
Total transactions with owners	494	1,814	-	152	124	-		28	2,612
Balance at 31 December 2024	8,989	79,703	570	726	124	(234)		(90,346)	(468)

 

The consolidated balance sheet should be read in conjunction with the accompanying notes.

 

Consolidated Cash Flow Statement

For the year ended 31 December 2024

	Notes	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Cash flows from operations
Loss after tax for the year		(2,726)	(851)
Depreciation	10	2	1
Fair value loss on financial assets	9	194	-
Fair value gain on derivative liability	15	(43)	-
Finance income	9	(71)	-
Finance costs	5	204	39
Decrease/ (Increase) in receivables	12	319	(274)
Increase /(Decrease) in payables	16	31	(419)
Increase in provisions	14	328	27
Shares issued in exchange for services		81	-
Share-based payment charge	21	181	106
Exchange differences		57	18
Net cash used in operating activities		(1,443)	(1,353)
Cash flows from investing activities
Loans issued	9	(797)	-
Payments for fixed assets	10	-	(1)
Net cash used in investing activities		(797)	(1)
Cash flows from financing activities
Loans repaid	15	(92)	(368)
Loans received less transaction fees	15	709	-
Proceeds from issue of shares	18	1,259	1,900
Share issue costs	18	-	(28)
Net cash generated from financing activities		1,876	1,504
Net (decrease) /increase in cash and cash equivalents for the year		(364)	150
Cash and cash equivalents at beginning of the year		475	325
Cash and cash equivalents at end of the year		111	475

 

The consolidated balance sheet should be read in conjunction with the accompanying notes.

 

Notes to the Financial Statements

1.    Accounting policies

Reporting entity

Ascent Resources plc (Company no: 05239285) ('the Company' or 'Ascent') is a company domiciled and incorporated in England. The address of the Company's registered office is 5 New Street Square, London, EC4A 3TW. The consolidated financial statements of the Company for the year ended 31 December 2024 comprise the Company and its subsidiaries (together referred to as the 'Group'). The Parent Company financial statements present information about the Company as a separate entity and not about its Group.

The Company is admitted to AIM, a market of the London Stock Exchange.

Statement of compliance

The financial statements of the Group and Company have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006.

The Group's and Company's financial statements for the year ended 31 December 2024 were approved and authorised for issue by the Board of Directors on 30 May 2025 and the Statements of Financial Position were signed on behalf of the Board by Andrew Dennan.

Both the Parent Company financial statements and the Group financial statements give a true and fair view and have been prepared and approved by the Directors in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006.

Basis of preparation

In publishing the Parent Company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption in Section 408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements. The Company loss for the year was £1,933,000 (2023: loss of £1,483,000).

The presentational currency of the Group is British Pounds Sterling ("GBP") and the functional currency of the Group's subsidiaries domiciled outside of the UK in Malta, Slovenia and Netherlands are in Euros ("EUR"). The functional currency of Ascent Resources PLC, the parent company, is Sterling ("GBP").

Measurement Convention

The financial statements have been prepared under the historical cost convention. The financial statements are presented in sterling and have been rounded to the nearest thousand (£'000s) except where otherwise indicated.

The principal accounting policies set out below have been consistently applied to all periods presented.

Going Concern

The Group and Company financial statements have been prepared under the going concern assumption, which presumes that the Group and Company will be able to meet its obligations as they fall due for the foreseeable future.

During 2024, in support of the Company's new strategy to enter US onshore natural gas and helium markets, in April the Company successfully raised £0.55 million through the issuance of new equity at the spot price (2.3 pence per new share) at the time with warrants attached, plus $1 million (£0.81 million) through a senior secured convertible loan note (with warrants attached) which has a coupon of 15% and a conversion feature in to new equity at a 40% premium to the placing price, being 3.22 pence per new share. Later in the year, in September the Company raised US$1 million (£0.76 million) in new equity at 2.3 pence per new share being a significant premium to the spot price at the time. Ahead of the year end, in December, alongside the acquisition of interests in proven and prospective oil and gas leases operated by American Helium LLC the Company raised a further $0.475 million (£0.378 million) at a significant premium to the prevailing share price with warrants attached. The Company has accessed the capital markets to raise the incremental proceeds it needs to ensure it had the resources to execute its plans.

Post period in review, as set out in great detail in the Future Developments section of the Directors Report (above),  the Company successfully raised £1.35 million (US$1.8 million) by way of new equity issue with warrants attached with proceeds used to fund its investment into the installation of artificial lift technologies on certain existing wells in the ARB Energy acreage, general working capital and to fund the partial redemption and re-profiling of the Company's senior secured debt. The senior secured debt has now been re-profiled with its maturity date extended by 2 years to 22 April 2027 with a fixed conversion price of 1p per new conversion share. Additionally, the C-suite and Board have agreed to reduce the cash component of their remuneration by 30% for 6 months as of May 2025 to help sustain near term liquidity in the Company which is also implementing other cost savings initiatives to reduce its annual G&A further.

Under the Group's forecasts, the funds raised together with existing bank balances may not provide sufficient funding for twelve months as at the date of this report. Subject to operational performance and US natural gas prices as well as the quantum and timing of receipt of a potential payment from the ongoing Slovenian JV partner insolvency process, the Company may need to raise additional funding in the second half of 2025, the forecasts are sensitive to the timing and cash flows associated with the continuing situation in Slovenia, and discretionary spend incurred with executing the strategy to grow in onshore oil and natural gas production. As such, the Company may need to raise new capital within the forecast period to fund such discretionary spend.

Negotiations with potential new investors is ongoing and based on historical and recent support from new and existing investors the Board believes that such funding, if and when required, could be obtained through new debt or equity issuances. However, the ability to raise these funds is not guaranteed at the date of signing these financial statements. As a consequence, there is a material uncertainty to the going concern of the Group.

New and amended Standards effective for 31 December 2024 year-end adopted by the Group:

Standard	Description	Effective date
IFRS 16 Leases	Lease Liability in a Sale and Leaseback - Amendments	1 January 2024
IAS 1 Presentation of Financial Statements	Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants - Amendments	1 January 2024
IFRS 7 Financial Instruments	Disclosures - Supplier Finance Arrangements	1 January 2024

The new standards effective from 1 January 2024, as listed above, did not have a material effect on the Group's financial statements.

Standards, amendments and interpretations, which are effective for reporting periods beginning after the date of these financial statements which have not been adopted early:

Standard	Description	Effective date
IAS 21	The Effects of Changes in Foreign Exchange Rates	1 January 2025
IFRS 9 Financial Instruments	Classification and Measurement of Financial Instruments- Amendments	1 January 2026
IFRS S1	General Requirements for Disclosure of Sustainability-related Financial Information	1 January 2024*
IFRS S2	Climate-related Disclosures	1 January 2024*
IFRS 18	Presentation and Disclosure in Financial Statements	1 January 2027*
Amendments to IFRS 9	Financial Instruments and IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments	1 January 2026*
IFRS Accounting Standards	Annual Improvements to IFRS standards	1 January 2026
IFRS 9 and IFRS 7	Contracts Referencing Nature-dependent Electricity - Amendments	1 January 2026*

 

*Not yet endorsed in the UK

There are no IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company or Group.

Estimates and judgements

Reserves - Reserves are proven, and probable oil and gas reserves calculated on an entitlement basis and are integral to the assessment of the carrying value of the exploration, evaluation and production assets. Estimates of commercial reserves include estimates of the amount of oil and gas in place, assumptions about reservoir performance over the life of the field and assumptions about commercial factors which, in turn, will be affected by the future oil and gas price.

Carrying value of property, plant and equipment (developed oil and gas assets) (Note 10) - In April 2022, the Republic of Slovenia approved amendments to its Mining Law which include a total ban on hydraulic stimulation. Consequently, the operational and development review conducted by the Company determined that further field development was not economically viable and that the current producing wells had a remaining production life of 5.5 years. The result of the impairment review resulted in the developed oil and gas assets fully impaired by £21,193,000 to a carrying value of nil in the year ended 31 December 2023.  

A 49% direct interest in oil and gas leases, previously 100% held by American Helium LLC, was obtained on 31 December 2024. The total consideration was £1,580,000 of which £197,500 was paid in cash post year end, and the remaining £1,382,500 was settled in shares issued. The share price at the time of the transaction was lower than the consideration price and therefore the value has been adjusted by £870,000 to reflect this, leaving a value of £709,000 (note 10). The interest in these leases were assessed in accordance with the requirements of IAS 16 and IFRS 6, and, based on the fact that technical and commercial feasibility has been demonstrated through proven reserves which will be revenue generating, it was determined that the leases should be accounted for as property, plant and equipment under IAS 16 as they are no longer in the exploration and evaluation phase and therefore IFRS 6 is not deemed appropriate. The oil and gas leases will be depreciated on a unit of production basis. This depreciable asset base will be charged to the income statement based on production in the period over their expected lifetime.

Judgement Applied in Classification of Derivative as Equity or Liability (note 15) - The Group issued a convertible loan (CLN) with embedded derivative features, which necessitates significant judgement in determining the classification of the derivative as either equity or a financial liability. This judgement considers the contractual terms of the conversion option, assessing whether the derivative meets the criteria for classification as equity in accordance with the requirements of IAS 32. The CLN was classified as a derivative financial liability (DFL) and is held at fair value through profit or loss (FVTPL).

Judgement Applied in Selection of Valuation Method - For CLNs where the embedded derivative is classified as a financial liability, an option-pricing model is applied to determine fair value, considering the complex terms and variability of the conversion feature.

Estimation Applied in Valuation of Derivative Financial Liability - For CLNs classified as containing a DFL held at FVTPL, the Group used an appropriate valuation model to estimate the fair value of the DFL on initial recognition, at each reporting date, and upon conversion events. This approach is deemed appropriate due to the simulation's ability to model a range of possible outcomes, capturing the inherent variability in conversion terms and share price volatility. Key inputs in the Monte Carlo model include the Company's share price, share price volatility, the risk- free interest rate, and assumptions regarding the timing and probability of conversion.

Changes in any of these assumptions may significantly impact the fair value of the derivative liability, potentially resulting in profit or loss variations. Management regularly reassesses these inputs, utilising historical data and market-based assumptions to ensure that the fair value estimation reflects the economic substance of the convertible instrument.

Depreciation of property, plant and equipment (Note 10) - Upon commencing commercial production we began to depreciate the assets associated with current production. The depreciation on a unit of production basis requires judgment and estimation in terms of the applicable reserves over which the assets are depreciated and the extent to which future capital expenditure is included in the depreciable cost when such expenditure is required to extract the reserve base. The calculations have been based on actual production, estimates of P50 reserves and best estimates of the future workover costs on the producing wells to extract this reserve. The depreciation charge for the year was £2,000 for the remaining office equipment assets, (2023: £1,000).

Valuation of convertible loan note receivable (note 9) - The Group entered into a convertible loan note receivable from GNG Partners LLC ("GNG") in the year ended 31 December 2024 which had a carrying value of £677,000 at the year end. The instrument is recorded at amortised cost. The loan is interest fee and therefore management estimated the fair value on initital recognition to be £676,942 using the present value formula and a discount rate of 15% resulting in a fair value loss of £194,256. Finance income of £71,487 has been recognised and is being unwound evenly over the period of the loan.

 

Valuation of Ascent Claim Entitlement SPV options (note 21)

On 6 March 2024, the Company's wholly owned subsidiary, Ascent Claim Entitlement SPV Ltd, issued 6,171,788 options to Directors and certain employees. The value of the options is accounted for using an approximation to the fair market value of the claim by assessing Ascent's market capitalisation on AIM at the time of the distribution and deducting adjusted values of the other components of the Company's business at that point in time, which as of February 2024 only included its recent claim against Geoenergo in the insolvency proceedings which had just been initiated. This is the same valuation basis on which Ascent established the SPV and entered into the relevant deed of assignment.

Deferred tax (Note 7) - Judgment has been required in assessing the extent to which a deferred tax asset is recorded, or not recorded, in respect of the Slovenian operations. Noting the history of taxable losses and the initial phases of production, together with assessment of budgets and forecasts of tax in 2023 the Board has concluded that no deferred tax asset is yet applicable. This is included at Note 7.

Decommissioning costs (Note 14)

Where a material obligation for the removal of wells and production facilities and site restoration at the end of the field life exists, a provision for decommissioning is recognised. The amount recognised is the one-off amount to the Company's JV partner as per the Revised Joint Venture Agreement. A change in the key assumptions used to calculate rehabilitation provisions could have a material impact on the carrying value of the provisions.

The carrying value of these provisions in the financial statements represents an estimate of the future costs expected to be incurred to rehabilitate each well, which is reviewed at least annually. Future costs are estimated by internal experts, with external specialists engaged periodically to assist management. These estimates are based on current price observations, taking into account developments in technology and changes to legal and contractual requirements. Expectations regarding cost inflation are also incorporated. The carrying value of these provisions have not been discounted to provide a present value of these future costs due to the near-term uncertainty of when these costs may materialise.

Intercompany receivables - Company only (Note 13b) - In line with the requirements of IFRS 9 the Board has carried out an assessment of the potential future credit loss on intercompany receivables under a number of scenarios. Arriving at the expected credit loss allowance involved considering different scenarios for the recovery of the intercompany loan receivables, the possible credit losses that could arise and the probabilities for these scenarios. In April 2022, the Republic of Slovenia approved amendments to its Mining Law which include a total ban on hydraulic stimulation. Consequently, the operational and development review conducted by the Company determined that further field development was not economically viable and that the current producing wells had a remaining production life of 5.5 years. Recognising the loss in economic value, management took the decision fully impair the receivable in the Company accounts by £130k in the year ended 31 December 2023.  

Investments - Company only (note 11) - Judgement has been made in respect of the carrying value of the Company's carrying value of its investments in the subsidiaries. The process for this is the same as the consideration given in respect of both Intangible Assets and Property, Plant and Equipment (see above). At the year ended 31 December 2024 and 2023, the investment is fully impaired.

Accounting policies

Basis of consolidation (Note 11) - Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated in full.

The results of undertakings acquired or disposed of are consolidated from or to the date when control passes to or from the Group. The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Income Statement from the date that control commences until the date that control ceases.

Where necessary, adjustments are made to the results of subsidiaries to bring the accounting policies they use into line with those used by the Group.

Joint arrangements - The Group is party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.

The Group classifies its interests in joint arrangements as either joint ventures, where the Group has rights to only the net assets of the joint arrangement, or joint operations where the Group has both the rights to assets and obligations for the liabilities of the joint arrangement.

All of the Group's joint arrangements are classified as joint operations. The Group accounts for its interests in joint operations by recognising its assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations.

The Group has one joint arrangement, the Petišovci joint venture in Slovenia in which Ascent Slovenia Limited (a 100% subsidiary of Ascent Resources plc) has a 75% working interest, however whilst in a cost recovery position the Company is entitled to 90% of hydrocarbon revenues produced.

Depreciation of property plant and equipment - The cost of production wells and the American Helium leases are depreciated on a unit of production basis. The depreciation charge is calculated based on total costs incurred to date plus anticipated future workover expenditure required to extract the associated gas reserves. This depreciable asset base is charged to the income statement based on production in the period over their expected lifetime P50 production extractable from the wells per the field plan. The infrastructure associated with export production is depreciated on a straight-line basis over a two-year period as this is the anticipated period over which this infrastructure will be used.

Foreign currency

The Group's strategy is focussed on developing oil and gas projects and ESG metals funded by shareholder equity and other financial assets which are principally denominated in sterling. The functional currency of the Company is sterling.

Transactions in foreign currency are translated to the respective functional currency of the Group entity at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated to the functional currency at the rates prevailing on the reporting date. Exchange gains and losses on short-term foreign currency borrowings and deposits are included with net interest payable.

The assets and liabilities of foreign operations are translated to sterling at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to sterling at the average rate ruling during the period. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity. Foreign exchange differences arising on inter-company loans considered to be permanent as equity are recorded in equity. The exchange rate from euro to sterling at 31 December 2024 was £1: €1.2069 (2023: £1: €1.1537).

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated income statement as part of the profit or loss on disposal.

Exchange differences on all other transactions, except inter-company foreign currency loans, are taken to operating loss.

Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents include, deposits held at call with banks with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at fair value through profit or loss (FVTPL).

Taxation

The tax expense represents the sum of the tax currently payable and any deferred tax.

The tax currently payable is based on the estimated taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using the expected tax rate applicable to annual earnings.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Equity-settled share-based payments

The cost of providing share-based payments to employees is charged to the income statement over the vesting period of the related share options or share allocations. The cost is based on the fair values of the options and shares allocated determined using the binomial method. The value of the charge is adjusted to reflect expected and actual levels of vesting. Charges are not adjusted for market related conditions which are not achieved. Where equity instruments are granted to persons other than directors or employees the Consolidated Income Statement is charged with the fair value of any goods or services received.

Grants of options in relation to acquiring exploration assets in licence areas are treated as additions to Slovenian exploration costs at Group level and increases in investments at Company level.

Provisions

A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by estimating the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Convertible loan notes

Upon issue of a new convertible loan, where the convertible option is at a fixed rate, the net proceeds received from the issue of CLNs are split between a liability element and an equity component at the date of issue. The fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the CLNs and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity and is not remeasured.

Where the convertible loan note includes a conversion feature, it is bifurcated from the host debt liability and recognised initially at fair value and remeasured to fair value at the year end reporting date with the movements in fair value recognised in the profit and loss account. Transaction costs are allocated proportionately between the host debt liability, the conversion feature and the equity portion, with the portion relating to the conversion feature expensed immediately in profit and loss account. The equity portion is deducted from the equity reserve, and the amount allocated to the host debt is deducted from the liability on recognition.

Subsequent to the initial recognition the liability component is measured at amortised cost using the effective interest method.

When there are amendments to the contractual loan note terms these terms are assessed to determine whether the amendment represents an inducement to the loan note holders to convert. If this is considered to be the case the estimate of fair value adjusted as appropriate and any loss arising is recorded in the income statement.

Where there are amendments to the contractual loan note terms that are considered to represent a modification to the loan note, without representing an inducement to convert, the Group treats the transaction as an extinguishment of the existing convertible loan note and replaces the instrument with a new convertible loan note. The fair value of the liability component is estimated using the prevailing market interest rate for similar nonconvertible debt. The fair value of the conversion right is recorded as an increase in equity. The previous equity reserve is reclassified to retained loss. Any gain or loss arising on the extinguishment of the instrument is recorded in the income statement, unless the transaction is with a counterparty considered to be acting in their capacity as a shareholder whereby the gain or loss is recorded in equity.

Where the loan note is converted into ordinary shares by the loan note holder; the unaccreted portion of the loan notes is transferred from the equity reserve to the liability; the full liability is then converted into share capital and share premium based on the conversion price on the note.

On issue of a convertible loan, the fair value of the liability component is determined by discounting the contractual future cash flows using a market rate for a non-convertible instrument with similar terms. This value is carried as a liability on the amortised cost basis unless is designated as a Fair Value Through Profit and Loss ("FVTPL") at inception. Financial instruments designated as FVTPL are classified in this category irrevocably at inception and are derecognised when extinguished. They are initially measured at fair value and transaction costs directly attributable to their acquisition are recognised immediately in profit or loss. Subsequent changes in fair values are recognised in the income statement with profit or loss. 

Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Therefore, when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The value of any derivative features (such as a call option) embedded in the compound financial instrument other than the equity component (such as an equity conversion option) is included in the liability component. 

Non-derivative financial instruments

Non-derivative financial instruments comprise of investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

Financial instruments

Classes and categories

Financial assets that meet the following conditions are measured subsequently at amortised cost using effective interest rate method:

•    The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and,

•    The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets for which the amount of future receipts are dependent upon the Company's share price over the term of the instrument do not meet the criteria above and are recorded at fair value through profit and loss.

Measurement

Financial assets at amortised cost.

A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

Impairment

For trade receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Group's trade receivables are generally settled on a short time frame without material credit risk.

The Group recognises a loss allowance for expected credit losses on financial assets which are measured at amortised cost. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a twelve-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next twelve months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

Lifetime expected credit losses (ECLs) for intercompany loan receivables are based on the assumptions that repayment of the loans are demanded at the reporting date due to the fact that the loan is contractually repayable on demand. The subsidiaries do not have sufficient funds in order to repay the loan if demanded and therefore the expected manner of recovery to measure lifetime expected credit losses is considered. A range of different recovery strategies and credit loss scenarios are evaluated using reasonable and supportable external and internal information to assess the likelihood of recoverability of the balance under these scenarios.

Financial liabilities

Financial liabilities at amortised cost are initially recognised at fair value net of transaction costs incurred. Subsequent to initial measurement financial liabilities are recognised at amortised cost. The difference between initial carrying amount of the financial liabilities and their redemption value is recognised in the income statement over the contractual terms using the effective interest rate method. This category includes the following classes of the financial liabilities, trade and other payables, bonds and other financial liabilities. Financial liabilities at amortised costs are classified as current or non-current depending on whether these are due within 12 months after the balance sheet date or beyond.

Financial liabilities are derecognised when either the Group is discharged from its obligation, they expire, are cancelled, or replaced by a new liability with substantially modified terms.

Financial liabilities are designated as either: (i) FVTPL; or (ii) other financial liabilities.  All financial liabilities are classified and subsequently measured at amortised cost except for financial liabilities at FVTPL.  The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded.  Accounts payable and accrued liabilities is classified as other financial liabilities and carried on the statement of financial position at amortised cost.

Derivatives which are financial liabilities are initially recognised at fair value and are subsequently remeasured at fair value at each year-end prior to settlement. The movements in fair value in each period is recognised within other net gains/(losses) in the Consolidated Statement of Comprehensive Income.

Share-based payments

Share-based payments relate to transactions where the Group receives services from employees or service providers and the terms of the arrangements include payment of a part or whole of consideration by issuing equity instruments to the counterparty. The Group measures the services received from non-employees, and the corresponding increase in equity, at the fair value of the goods or services received. When the transactions are with employees, the fair value is measured by reference to the fair value of the share-based payments. The expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

Warrants

Warrants granted as part of a financing arrangement which fail the fixed-for-fixed criteria as a result of either the consideration to be received or the number of warrants to be issued is variable, are initially recorded at fair value as a financial liability and charged as transaction cost deducted against the loan and held subsequently at fair value. Subsequently the derivative liability is revalued at each reporting date with changes in the fair value recorded within finance income or costs.

Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium reserve relates to amounts subscribed for share capital in excess of nominal value less costs of shares associated with share issues.

Share based payments relate to transactions where the Group receives services from employees or service providers and the terms of the arrangements include payment of a part or whole of consideration by issuing equity instruments to the counterparty. The Group measures the services received from non-employees, and the corresponding increase in equity, at the fair value of the goods or services received. When the transactions are with employees, the fair value is measured by reference to the fair value of the shares issued. The expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.

The Merger reserve relates to the value of shares, in excess of nominal value, issued with respect of the Trameta acquisition in 2016.

The other equity reserve relates to the equity portion of the convertible loan note. See note 19 for further details.

The Translation reserve comprises the exchange differences from translating the net investment in foreign entities and of monetary items receivable from subsidiaries for which settlement is neither planned nor likely in the foreseeable future.

Retained losses includes all current and prior period results as disclosed in the income statement.

Investments and loans

Shares and loans in subsidiary undertakings are shown at cost. Provisions are made for any impairment when the fair value of the assets is assessed as less than the carrying amount of the asset. Inter-company loans are repayable on demand but are included as non-current as the realisation is not expected in the short term and are treated as part of the net investment.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Chief Executive Officer ("CEO").

Revenue recognition

Sales represent amounts received and receivable from third parties for goods and services rendered to the customers. Sales are recognised when control of the goods has transferred to the customer. Condensate, which is collected at a separating station and transported via trucks to a customer in Hungary is recorded on delivery according to the terms of the contract. At this point in time, the performance obligation is satisfied in full with title, risk, entitlement to payment and customer possession confirmed. Revenue is measured as the amount of consideration which the Group expects to receive, based on the market price for gas and condensate after deduction of costs agreed per the Restated Joint Operating Agreement ("RJOA") and sales taxes. The Company follows the five step process set out in IFRS 15 for revenue recognition.

Revenue is derived from the production of hydrocarbons under the Petišovci Concession, which Ascent Slovenia Limited holds a 75% working interest, however whilst in a cost recovery position the Company is entitled to 90% of hydrocarbon revenues produced. Under the terms of the RJOA, and in accordance with Slovenian law, the concession holder retains the rights to all hydrocarbons produced. The concession holder enters into sales agreements with customers and transfers the relevant portion of hydrocarbon sales to Ascent Slovenia Limited for the services it provides under the RJOA.

During the year the revenue recognised was £nil (2023: £1,412,000). The on-going dispute with the JV partner was partially resolved in August 2022 resulting in the recognition of revenue, and receipt of funds, from the hydrocarbon production for the period April 2020 to December 2021, as a result revenue of £581,000 was recorded in the year to 31 December 2022. Hydrocarbon production for 2022 was subject to dispute and therefore was not recognised until 2023 following a tri-party mediation between ASL, Petrol Geo and Geoenergo. Sales from Jan, Feb, and May through to Sept 23 as well as partial payments for March and April were also recognised in 2023.

The sales invoices were netted off against the costs due to Petrol GEO (JV Service provider). The claim was settled at €1.436million (£1,249million). The total sales for the period January 2022 through to September 2023 totalled €1.725million (£1.5million), and were netted off, resulting in a net cash payment of €288,689 (£251k) to ASL.

Payments are typically received around 30 days from the end of the month during which delivery has occurred. There are no balances of accrued or deferred revenue at the balance sheet date.

Under the RJOA, the Group is entitled to 90% of hydrocarbon revenues produced whilst in a cost recovery position in the Petišovci area and the Group records revenue on the entitlement basis accordingly. See strategic report for further information.

Credit terms are agreed per RJOA contract and are short term, without any financing component.

The Group has no sales returns or reclamations of services since it has only one costumer. Sales are disaggregated by geography.

2.    Segmental Analysis

The Group has three reportable segments, two operating segments and a head office segment, as described below. The operations and day to day running of the business are carried out on a local level and therefore managed separately. The operating segment reports to the UK head office which evaluates performance, decide how to allocate resources and make other operating decisions such as the purchase of material capital assets and services. Internal reports are generated and submitted to the Group's CEO for review on a monthly basis.

The operations of the Group as a whole are the exploration for, development and production of oil and gas reserves.

The three geographic reporting segments are made up as follows:

Slovenia                 exploration, development and production

UK                           head office

US                           American Helium Oil and gas leases

The costs of exploration and development works are carried out under shared licences with joint ventures and subsidiaries which are co-ordinated by the UK head office. Segment revenue, segment expense and segment results include transfers between segments. Those transfers are eliminated on consolidation. Information regarding the current and prior year's results for each reportable segment is included below.

  

2024	UK £,000s	Slovenia £'000s	US £'000s	Elims £'000s	Total £'000s
Total revenue	-	-	-	-	-
Cost of sales	-	(26)	-	-	(26)
Administrative expenses	(1,650)	(766)	-	-	(2,416)
Other income	3	-	-	-	3
Material non-cash items
Depreciation	(2)	-	-	-	(2)
Fair value loss on financial assets	(194)	-	-	-	(194)
Fair value gain on derivative liability	43	-	-	-	43
Finance income	73	-	-	-	73
Finance costs	(206)	(1)	-	-	(207)
Reportable segment (loss) before taxation	(1,933)	(793)	-	-	(2,726)
Taxation	-	-	-	-	-
Reportable segment (loss) after taxation	(1,933)	(793)	-	-	(2,726)
Reportable segment assets
Property, plant and equipment	1	-	709	-	710
Other debtors	677	-	-	-	677
Prepayments	216	-	-	-	216
Total non-current assets	894	-	709	-	1,603
Other assets	586	386	-	(446)	526
Consolidated total assets	1,480	386	709	(446)	2,129
Reportable segment liabilities
Trade payables	(491)	(294)	-	-	(785)
External loan balances	(793)	-	-	-	(793)
Inter-group borrowings	(219)	-	-	219	-
Other liabilities	-	(1,019)	-	-	(1,019)
Consolidated total liabilities	(1,503)	(1,313)	-	219	(2,597)

 

2023	UK £,000s	Slovenia £'000s	Elims £'000s	Total £'000s
Hydrocarbon sales	-	1,412	-	1,412
Intercompany sales	363	-	-	363
Total revenue	363	1,412	-	1,775
Cost of sales	-	(626)	-	(626)
Administrative expenses	(1,681)	(279)	-	(1,960)
Material non-cash items
Depreciation	(1)	-	-	(1)
Impairment	(130)	-	130	-
Goodwill impairment	(38)	(1)	-	(39)
Reportable segment (loss) / profit before taxation	(1,487)	506	130	(851)
Taxation
Reportable segment (loss) / profit after taxation	(1,487)	506	130	(851)
Reportable segment assets
Property, plant and equipment	3	-	-	3
Prepaid abandonment fund	-	262	-	262
Investment in subsidiaries	-	-	-	-
Intercompany receivables	-	-	-	-
Total non-current assets	3	262	-	265
Other assets	765	33	-	798
Consolidated total assets	768	295	-	1,063
Reportable segment liabilities
Trade payables	(289)	(273)	-	(562)
External loan balances	(189)	-	-	(189)
Inter-group borrowings	(209)	-	209	-
Other liabilities	-	(690)	-	(690)
Consolidated total liabilities	(687)	(963)	209	(1,441)

 

 

3.    Operating loss is stated after charging:

	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Employee costs	689	885
Impairment charge	-	72
Shared based payment charge	85	105
Depreciation	2	1
Auditor's remuneration:
Audit fees	56	50
	832	1,113

 

4.    Employees and directors

a)     Employees

The average number of persons employed by the Group, including Executive Directors, was:

	Year ended 31 December 2024	Year ended 31 December 2023
Management and technical	6	7

 

b)    Directors and employee's remuneration

	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Employees and directors
Wages and salaries	659	768
Social security costs	64	101
Pension costs	12	3
Share based payments	181	105
Taxable benefits	14	13
	930	990

 

c)     Director's remuneration

Please see Remuneration report on pages 40-41

 

5.    Finance costs recognised in the year

Finance costs	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Interest charge on loans	(204)	(37)
Bank charges	(3)	(2)
	(207)	(39)

Please refer to Note 15 for a description of financing activity during the year.

6.    Income tax expense

	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Current tax expense	-	-
Deferred tax expense	-	-
Total tax expense for the year	-	-

The difference between the total tax expense shown above and the amount calculated by applying the standard rate of UK corporation tax (small profits rate) to the loss before tax is as follows:

	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Loss for the year	(2,726)	(855)
Less tax expense	16	(5)
Income tax using the Company's domestic tax rate at 19% (2023: 19%)	(515)	(162)
Effects of:
Effect of tax rates in foreign jurisdictions	(106)	126
Other non-deductible expenses	691	196
Net increase in unrecognised losses c/f	(70)	(160)
Total tax expense for the year	-	-

 

The Group has cumulative tax losses of approximately £230,000 (2023: £160,000) available to carry forward against future taxable profits.

 

7.    Deferred tax - Group and Company

	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Group
Total tax losses - UK and Slovenia	(2,710)	(850)
Unrecorded deferred tax asset at 19% (2023: 19%)	515	162
Company
Total losses	(1,933)	(1,544)
Unrecorded deferred tax asset at 19% (2023: 19%)	367	293

No deferred tax asset has been recognised in respect of the tax losses carried forward, due to the uncertainty as to when profits will be generated. Refer to critical accounting estimates and judgments.

 

8.    Earnings per share

	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Result for the year
Total loss for the year attributable to equity shareholders	(2,726)	(851)
Weighted average number of shares	Number	Number
For basic earnings per share	238,103,836	171,105,556
Loss per share (pence)	(114.49)	(49.74)

As the result for the year was a loss, the basic and diluted loss per share are the same. At 31 December 2024, potentially dilutive instruments in issue were 183,691,288 (2023: 78,745,880). Dilutive shares arise from share options and warrants issued by the Company.

9.    Financial assets at amortised cost - Group and Company

	31 December 2024 £'000s
At 1 January 2024	-
Convertible loan notes receivable	797
Adjustment to recognise at present value	(194)
Finance income	71
Foreign exchange adjustment	3
At 31 December 2024	677

 

On 24 April 2024 the group invested US$1 million (£797k), into GNG Partners LLC via an unsecured two-year convertible loan note. GNG Partners LLC used these funds to acquire the assets of Paradox Resources LLC. Other key terms of the convertible loan notes are as follows:

-       Date of maturity of April 2026;

-       The notes have a zero-coupon; and

-      Converts, at the election of the Company, into 1 million membership units of GNG.

The convertible loan note is held at amortised cost. Management determined the present value to be £676,942 using the present value formula, resulting in a loss of £194,256. Interest income of £71,487 has been recognised and is being unwound evenly over the period of the loan.

 

 

10.  Property, plant and equipment

Cost	Computer Equipment £'000s	Developed Oil & Gas Assets £'000s	Total £'000s
At 1 January 2023	12	24,166	24,178
Additions	-	-	-
At 31 December 2023	12	24,166	24,178
At 1 January 2024	12	24,166	24,178
Additions	-	709	709
At 31 December 2024	12	24,875	24,887
Depreciation
At 1 January 2023	(8)	(24,166)	(24,174)
Charge for the year	(1)	-	(1)
At 31 December 2023	(9)	(24,166)	(24,175)
At 1 January 2024	(9)	(24,166)	(24,175)
Charge for the year	(2)	-	(2)
At 31 December 2024	(11)	(24,166)	(24,177)
Carrying value
At 31 December 2024	1	709	710
At 31 December 2023	3	-	3

In April 2022, the Republic of Slovenia approved amendments to its Mining Law which include a total ban on hydraulic stimulation. Consequently, the operational and development review conducted by the Company determined that further field development was not economically viable and that the current producing wells had a remaining production life of 5.5 years hence the full impairment of the asset in 2022. Details of the impairment judgments and estimates in the fair value less cost to develop assessment as set out in Note 1.

A 49% direct interest in oil and gas leases, previously 100% held by American Helium LLC, was obtained on 31 December 2024. The total consideration was £1,580,000 of which £197,500 was paid in cash post year end, and the remaining £1,382,500 was settled in shares issued. The share price at the time of the transaction was lower than the consideration price and therefore the value has been adjusted by £870,000 to reflect this, leaving a value of £709,000. The interest in these leases were assessed in accordance with the requirements of IAS 16 and IFRS 6, and, based on the fact that technical and commercial feasibility has been demonstrated through proven reserves which will be revenue generating, it was determined that the leases should be accounted for as property, plant and equipment under IAS 16 as they are no longer in the exploration and evaluation phase and therefore IFRS 6 is not deemed appropriate. The oil and gas leases will be depreciated on a unit of production basis. This depreciable asset base will be charged to the income statement based on production in the period over their expected lifetime.

 

 

11.  Investments - Company

Investments in subsidiaries

	2024 £'000s	2023 £'000s
Net book value
At 31 December	-	-

In April 2022, the Republic of Slovenia approved amendments to its Mining Law which include a total ban on hydraulic stimulation. Consequently, the operational and development review conducted by the Company determined that further field development was not economically viable and that the current producing wells had a remaining production life of 5.5 years and the investment in subsidiaries was impaired 100%.

The Company's subsidiary undertakings at the date of issue of these financial statements, which are all 100% owned, are set out below:

Name of company & registered office address	Principal activity	Country of incorporation	% of share capital held 2024	% of share capital held 2023
Ascent Slovenia Limited Tower Gate Place Tal-Qroqq Street Msida, Malta	Oil and gas exploration	Malta	100%	100%
Ascent Resources doo Glavna ulica 7 9220 Lendava Slovenia	Oil and gas exploration	Slovenia	100%	100%
Trameta doo Glavna ulica 7 9220 Lendava Slovenia	Infrastructure owner	Slovenia	100%	100%
Ascent Hispanic Resources UK Limited 5 New Street Square London EC4A 3TW	Oil and gas exploration	England and Wales	100%	100%
Ascent Hispanic Ventures, S.L. C Lluis Muntadas, 8 08035 Barcelona	Oil and gas exploration	Spain	100%	100%
Ascent Claim Entitlement SPV Ltd	Holding Company	England and Wales	100%	100%

All subsidiary companies are held directly by Ascent Resources plc.

Consideration of the carrying value of investments is carried out alongside the assessments made in respect of the recoverability of carrying value of the group's producing and intangibles assets. The judgements and estimates made therein are the same as for investments and as such no separate disclosure is made.

Investments in associates

Name of company & registered office address	Principal activity	Country of incorporation	% of share capital held 2024	% of share capital held 2023
Ascent D1 Ltd 5 New Street Square London EC4A 3TW	Holding Company	England and Wales	49%	-

 

On 11 December 2024, the Company purchased 490 ordinary shares of £1 in Ascent D1 Ltd, making it a 49% owned associate. The remaining 51% is owned by Delta Energy Corp Sarl. Summary financial information of Ascent D1 Ltd has not been presented as it is not material to the financial statements and therefore there is no share of profit or loss recognised in the statement of comprehensive income.

 

12.  Trade and other receivables - Group

	2024 £'000s	2023 £'000s
VAT recoverable	-	9
Prepaid abandonment liability	-	262
Prepayments & accrued income	274	314
Unpaid share capital	357	-
	631	585
Less non-current portion	(216)	(262)
Current portion	415	323

 

The prepaid abandonment liability represents funds the Group has deposited into a bank account to be made available for the purposes of decommissioning wells that are currently in production. During the period the prepaid abandonment fund of £262,000 (EUR 300,000) was impaired to nil as the RJOA was unilaterally terminated by the Geoenergo Administrator who has confirmed EUR 250,000 was paid to the state abandonment fund, specifically the Slovenia Eko fund. The remaining EUR 50k is on account with Geoenergo and forms part of the insolvency estate. Given these proceeds form part of a wider insolvency estate, there is currently no certainty about a full recovery of these monies and in accordance with IFRS reporting standards it has been decided to impair the remainder of the prepaid abandonment fund.

Post year end, the claim for the repayment of the prepaid abandonment fund has been put forward in full, given that the wells have been transferred to Geoenergo. See note 23 for further details. 

Unpaid share capital relates to the shares issue on 20 December 2024, which the funds were received post year end, see note 18 for further details.

13.  Trade and other receivables - Company

 

a)     Trade Receivables

	2024 £'000s	2023 £'000s
VAT recoverable	4	10
Prepayments & accrued income	274	345
Unpaid share capital	357	-
Intercompany receivables (note 13b)	61	-
	696	355
Less non-current portion	(216)	-
Current portion	480	355

 

b)    Intercompany Receivables

	Cash £'000s	2024 Services £'000s	Total £'000s	Cash £'000s	2023 Services £'000s	Total £'000s
Ascent Slovenia Limited	-	-	-	-	-	-
Ascent Resources doo	-	-	-	-	-	-
Trameta doo	-	-	-	-	-	-
Ascent Hispanic Ventures	61	-	61	-	-	-
	61	-	61	-	-	-

Cash refers to funds advanced by the Company to subsidiaries. Services relates to services provided by the Company to subsidiaries. The loans are repayable on demand but are classified as non-current reflecting the period of expected ultimate recovery.

Management have carried out an assessment of the potential future credit loss the loans classified as 'stage 3' under IFRS 9 and assessed for lifetime expected credit loss given their on-demand nature under a number of scenarios. In April 2022, the Republic of Slovenia approved amendments to its Mining Law which include a total ban on hydraulic stimulation. Consequently, the operational and development review conducted by the Company determined that further field development was not economically viable and that the current producing wells had a remaining production life of 5.5 years. As at 31 December 2022 the net present value was significantly lower than the carrying value of the assets which indicated that an impairment of 100% of intercompany receivables at the Company level was warranted. Impairment for the year under review was £nil (2023: £130,000).

The intercompany balance with Ascent Hispanic Ventures of £61,000, has also been assessed for impairment by management. As per the agreement, the total amount is still receivable, and it is treated as part of the net investment. No impairment required.

14.  Provisions - Group

	£000s
At 1 January 2023	663
Foreign exchange movement	27
At 31 December 2023	690
At 1 January 2024	690
Foreign exchange movement	(32)
Addition	361
At 31 December 2024	1,019

The amount provided for decommissioning costs represents the Group's share of site restoration costs for the Petišovci field in Slovenia. The Company had placed €300,000 (£262,000) on deposit as collateral against this liability, however this was impaired to nil, (see note 12).  

See below note for details on the additional provision recognised in the Group.

Petrol Geo  acted as a service provider to the Company and its Joint Venture partner Geoenergo. Petrol Geo is a connected party to Geoenergo by virtue of their common controlling shareholder Petrol d.o.o. Further to a tri-party agreement signed in March 2023, Petrol Geo agreed to reduced monthly fixed fees and to be paid directly by the Company on behalf of the Joint Venture within 5 business days of the Company receiving the relevant monthly hydrocarbon production revenues from Geoenergo. Geoenergo made payments up to March 2023 and then for a number of subsequent months no further payments were made through to the termination of the RJOA on 19 January 2024. Petrol Geo has therefore only received partial payment of its invoices (relating to those months where the Company has received some payment from Geoenergo for the hydrocarbon proceeds produced).

More over, Petrol Geo has been in breach of conducting its services in accordance with the Manager's (the Company) instructions. Despite numerous notices of breach and requests to rectify their deficiencies in following managers instructions the breaches have continued to remain outstanding since January 2022. In accordance with the terms of the Service Agreement the manager has the right to suspend making payments while breaches remain outstanding and ASL has notified Petrol Geo to this effect.

Ascent's lawyers, Senica, have concluded that since this claim is against the Joint Venture (and therefore the Company) that there may be a less than a 50% chance of success for the Company and therefore Ascent may be faced with a decision requiring the full claim amount to have to be paid along with interest and the costs of the procedure. A provision of £361,000 (EUR 435,000) has therefore been recognised. The Company however has not provided for receipt of payables claimed, owed and of which have been recognised in the approved list of tested claims relating to the continuing insolvency proceedings of Geoenergo d.o.o.( the Company's Slovenian former JV partner) and the amounts claimed by the Company in its dispute with Petrol Geo under the Framework Build Operate and Transfer agreement. The Company only expects to recognise these proceeds if and as and when they have been paid and received. 

 

15.  Borrowings - Group and Company

Group	2024 £'000s	2023 £'000s
Current
Borrowings	-	184
Convertible loan notes	780	5
Derivative liability - conversion feature	13	-
Non-current
Borrowing	-	-
	793	189
Company
Current
Borrowings	-	184
Convertible loan notes	780	5
Derivative liability - conversion feature	13	-
Non-current
Borrowing	-	-
	793	189

Convertible loan notes

In April 2024, the Company entered into a $2million secured fixed coupon loan facility with RiverFort Global Opportunities ("RiverFort"). Under the agreement the Company received a first advance of $1million less the historic debt netted against this of £93,383 leaving a cash receipt of $0.883million (£708,992) as the loan amount issued on 24 April 2024 (the "Initial Loan"). Further advances will take place subject to mutual agreement between the Company and RiverFort. The Initial Loan has a 12-month term, during which it is convertible at a fixed price of 3.22 pence, being a 40% fixed premium to the issue price. The loan contains a 7% drawdown fee plus transaction closing costs which were payable via the issue of 2,962,426 new ordinary shares of 0.5p each in the Company.

The Initial Loan has a 15% fixed coupon attached to it, payable on redemption, and warrants equal to 33% of the Initial Loan amount exercisable at 140% of the Issue Price at any time during the next four years. The Loan is secured against a company debenture.

The gross amount of the loan payable is $1million, this has been accounted for under amortised cost. An effective interest rate of 15% has been applied and this has been unwound over the term of the loan.

Under IFRS, the conversion feature of the loan has been bifurcated from the host debt liability and recognised initially at fair value and remeasured to fair value at the year end reporting date with the movements in fair value recognised in the profit and loss account. Transaction costs have been allocated proportionately between the host debt liability and the conversion feature, with the portion relating to the conversion feature being expensed immediately in profit and loss account. The portion relating to the host debt liability has been deducted against the carrying value of the host debt liability, and the portion relating to warrants deducted against equity. The host debt liability is accounted for under amortised cost using the appropriate discount rate which is deemed to be 20%. The warrants are measured at the residual amount of the transaction price less the fair value of the conversion feature and the present value of the host debt liability.

 

The Fair value of the conversion feature was established using an appropriate model which resulted in a value of  £13,592 at the year end. The host debt liability is £774,545 and the equity component is £123,597. (There is a brought forward CLN balance of £5,000).

 

The movement in the loans is analysed as follows:

	Cash/Non-cash movement	Borrowings & CLN
At 1 January 2024		189
Loan repayment	Cash	(91)
Addition - Host debt liability	Cash	709
Present value adjustment	Non-cash	(192)
Interest charged on principle	Non-cash	203
Transaction costs of the Convertible loan note	Non-cash	(53)
Foreign exchange adjustment	Non-cash	15
At 31 December 2024		780

 

 

	31 December 2023 £'000s
At 1 January 2023	520
Loan repayment	(368)
Interest charged on principle	37
At 31 December 2023	189

 

Derivative liability - conversion feature

	Derivative liability
At 1 January 2024	-
Addition - Derivative liability - conversion feature	56
Fair value adjustment	(43)
At 31 December 2024	13

 

16.  Trade and other payables - Group

	2024 £'000s	2023 £'000s
Trade payables	446	489
Tax and social security payable	29	29
Accruals and deferred income	112	44
Consideration due for the 49% American Helium Investment	198	-
	785	562

 

17.  Trade and other payables - Company

	2024 £'000s	2023 £'000s
Trade payables	157	210
Tax and social security payable	17	29
Accruals and deferred income	119	50
Consideration due for the 49% American Helium Investment	198	-
Intercompany payable	219	209
	710	498

 

18.  Called up share capital

	2024 £'000s	2023 £'000s
Authorised
2,000,000,000 ordinary shares of 0.5p each	10,000	10,000
Allotted, called up and fully paid
3,019,648,452 deferred shares of 0.195p each	5,888	5,888
1,737,110,763 deferred shares of 0.09p each	1,563	1,563
165,567,280 ordinary shares of 0.5p each	1,044	1,044
98,894,774 ordinary shares of 0.5p each	494	-
	8,989	8,495
Reconciliation of share capital movement	2024 number	2023 number
At 1 January	208,608,491	152,418,015
Issue of shares during the year	98,894,774	56,190,476
At 31 December	307,503,265	208,608,491

The deferred shares have no voting rights and are not eligible for dividends.

Shares issued during the year

·      On 13 May 2024, the Company raised total gross new equity proceeds of £555,000 from the issue of 24,130,435 new ordinary shares at a placing price of 2.3 pence per share. This included 2,173,913 shares issued to C4 Energy Limited, a company in which Andrew Dennan, James Parsons, and Marco Fumagalli, each have a 25% beneficial interest.

·      Also on 13 May 2024, 678,261 new ordinary shares were issued to James Parsons at an issue price of 2.3 pence per share, totalling £15,600.

·      As per the new loan agreement with RiverFort, 2,962,426 new ordinary shares of 0.5p were issued on 13 May 2024 in respect of a loan drawdown fee which was payable in shares, totalling £68,136.

·      The Company also issued 1,743,348 new ordinary shares of 0.5p each in the Company as deal fees to an arranger of the GNG investment transaction on 13 May 2024, totalling £40,097.

·      On 18 September 2024, the Company raised total gross new equity proceeds of £763,170 from the issue of 33,181,304 new ordinary shares to CB Energy VI,LLC.

·      On 20 December 2024, the Company issued 27,650,000 new ordinary shares for a total price of £1,382,500 as consideration to acquire direct interest in 49% of American Helium Utah LLC. The market value of the consideration shares has been accounted for resulting in the fair value of the shares recognised reduced to £511,525. The total consideration is £709,000 (see note 10).

·      On 20 December 2024, the Company also raised total gross new equity proceeds of £376,000 from the issue of 7,520,000 new ordinary shares at a price of 5 pence per share.

·      Also on 20 December 2024, 1,000,000 new ordinary shares for £50,000 were issued to a consultant at an issue price of 5 pence per share in lieu of cash for services rendered between June and November of this year. The market value of the consideration shares has been accounted for resulting in the total price recognised reduced to £18,500. Lastly, on the same date, broker option subscribers were issued 29,000 ordinary shares at a price 5 pence per share, totalling £1,450.

Shares issued during the prior year

·      On 4 April 2023, the Company raised total gross new equity proceeds of £0.4 million from the issue of 13,333,333 new ordinary shares at a placing price of 3 pence per share.

·      On 17 October 2023, the Company issued 42,857,143 ordinary shares of 0.5p each at a subscription price of 3.5p per share to MBD Partners SA.

Reconciliation of share capital and share premium:

Reconciliation of share capital movement	Share capital £'000s	Share premium £'000s	Total £'000s
At 1 January 2024	8,495	77,889	86,384
24,130,435 ordinary shares of 0.5p each	121	434	555
678,261 ordinary shares of 0.5p each	3	12	15
2,962,426 ordinary shares of 0.5p each	15	53	68
1,743,348 ordinary shares of 0.5p each	8	31	39
33,181,304 ordinary shares of 0.5p each	166	598	764
27,650,000 ordinary shares of 0.5p each	138	374	512
7,520,000 ordinary shares of 0.5p each	38	339	377
1,029,000 ordinary shares of 0.5p each	5	15	20
Costs related to share issues		(42)	(42)
At 31 December 2024	8,989	79,703	88,692

 

Reconciliation of share capital movement	Cash £'000s	Non-cash £'000s	Total £'000s
At 1 January 2024	-	-	86,384
24,130,435 ordinary shares of 0.5p each	495	60	555
678,261 ordinary shares of 0.5p each	-	15	15
2,962,426 ordinary shares of 0.5p each	-	68	68
1,743,348 ordinary shares of 0.5p each	-	39	39
33,181,304 ordinary shares of 0.5p each	764	-	764
27,650,000 ordinary shares of 0.5p each	-	512	512
7,520,000 ordinary shares of 0.5p each	-	377	377
1,029,000 ordinary shares of 0.5p each	-	20	20
Costs related to share issues	-	(42)	(42)
At 31 December 2024	1,259	1,049	88,692

 

19.  Other Equity reserves

	Equity reserve
At 1 January 2024	-
Addition - Equity feature	124
At 31 December 2024	124

This is the equity component of the coupon loan facility with RiverFort Global Opportunities (see note 15).

20.  Related party transactions

There is no ultimate controlling party for the Company.

Directors

Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Group. In the opinion of the Board, the Group's key management are the Directors of Ascent Resources plc. Information regarding their compensation is given in Note 4.

678,261 new ordinary shares were issued to James Parsons (note 18).

2,173,913 shares were issued to C4 Energy Limited, a company in which Andrew Dennan, James Parsons, and Marco Fumagalli, each have a 25% beneficial interest (note 18).

Ascent Claim Entitlement SPV Ltd, issued 2,885,894 options to Andrew Dennan and the same amount to James Parsons' too (note 21).

There were no other transactions involving directors during the 2024 financial year, other than key management remuneration.

Other transactions

MBD Partners SA (a substantial shareholder of the Company) received $25,000 as a fee for introducing CB Energy VI, LLC to the Company. MBD Partners SA also participated in the Company's fundraise by investing $250,000. On 30 January 2024, 45,000,000 investor warrants were issued to MBD Partners SA.

There were no other related party transactions in 2024.

21.  Share based payments

The Company has provided the Directors, certain employees and institutional investors with share options and warrants ("Options"). Options are exercisable at a price equal to the closing market price of the Company's shares on the date of grant. The exercisable period varies and can be up to seven years once fully vested after which time the option lapses.

Ascent Resources PLC

Details of the Options outstanding during the year are as follows:

	Shares	Weighted Average Price (pence)
Outstanding at 1 January 2023	5,158,881	50.05
Granted during the year	2,398,456	-
Expired during the year	(544,444)	-
Outstanding at 31 December 2023	9,574,004	50.05
Exercisable at 31 December 2023	7,012,893	41.20
Outstanding at 1 January 2024	9,574,004	50.05
Granted during the year	-	-
Outstanding at 31 December 2024	9,574,004	50.05
Exercisable at 31 December 2024	8,346,226	33.40

Options outstanding at 31 December 2024 have an exercise price of 5p (31 December 2023: 5p) and a weighted average remaining contractual life of 1.4 years (31 December 2023: 5 years). The amount recognised in the income statement for the year ended 31 December 2024 was £81,047 (2023: £105,069), which includes the options issued under Ascent Claim Entitlement SPV Ltd detailed below.

The value of the options is measured by the use of a Black Scholes Model. The inputs into the Black Scholes Model made in 2022 were as follows:

Share price at grant	4.55
Exercise price	5.00
Volatility	54.4%
Expected life	5 years
Risk free rate	3.23%
Expected dividend yield	0%

Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous 5 years. The expected life is the expiry period of the options from the date of issue.

 

Details of the warrants issued in the year are as follows:

Issued	Exercisable from	Expiry date	Number outstanding	Exercise price
30 January 2024	Anytime until	3 October 2028	45,000,000	5.00p
23 April 2024	Anytime until	23 April 2027	1,017,391	2.30p
23 April 2024	Anytime until	23 April 2028	8,043,478	3.22p
23 April 2024	Anytime until	23 April 2028	11,506,098	3.22p
20 December 2024	Anytime until	20 December 2027	22,000,000	5.00p
20 December 2024	Anytime until	20 December 2027	5,000,000	5.00p
20 December 2024	Anytime until	20 December 2027	11,280,000	2.30p
20 December 2024	Anytime until	20 December 2027	43,500	2.30p

 

	Warrants	Weighted Average Price (pence)
Outstanding at 1 January 2023	58,121,262	5.20
Granted during the year	13,333,333	5.00
Exercised during the year	-	-
Expired during the year	-	-
Outstanding at 31 December 2023	71,454,595	5.00
Exercisable at 31 December 2023	71,454,595	5.00
Outstanding at 1 January 2024	71,454,595	5.00
Granted during the year	103,890,467	3.50
Expired during the year	-	-
Outstanding at 31 December 2024	175,345,062	4.80
Exercisable at 31 December 2024	175,354,062	4.80

The warrants outstanding at the period end have a weighted average remaining contractual life of 1.5 years. The exercise prices of the warrants are between 2.30 - 7.50p per share.

Details of the warrants issued during the year ended 31 December 2023 are as follows:

Issued	Exercisable from	Expiry date	Number outstanding	Exercise price
4 April 2023	Anytime until	3 April 2025	13,333,333	5.00p

 

Ascent Claim Entitlement SPV

On 6 March 2024, the Company's wholly owned subsidiary, Ascent Claim Entitlement SPV Ltd, issued 6,171,788 options to Directors and certain employees. The options are exercisable at 0.005p for a period of 20 years after which time the option lapses.

Details of the share options issued by Ascent Claim Entitlement SPV Ltd and outstanding during the year are as follows:

	Shares	Weighted Average price (pence)
Outstanding at 1 January 2024	-	-
Granted during the year	6,171,788	-
Expired during the year	-	-
Outstanding at 31 December 2024	6,171,788	0.005
Exercisable at 31 December 2024	6,171,788	0.005

 

The inputs into the Black Scholes Model made in 2024 for the options issued under Ascent Entitlement SPV Ltd were as follows:

Share price at grant	1.32
Exercise price	0.005
Volatility	54.4%
Expected life	20 years
Risk free rate	3.92%
Expected dividend yield	0%

Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous 5 years. The expected life is the expiry period of the options from the date of issue.

The value of the options is accounted for using an estimate value of the future claim outcome.

22.  Financial risk management

Group and Company

The Group's financial liabilities comprise CLNs, borrowings and trade payables. All liabilities are measured at amortised cost. These are detailed in Notes 15, 16 and 17.

The Group has various financial assets, being trade receivables and cash, which arise directly from its operations. All are classified at amortised cost. These are detailed in Notes 12 and 13.

The main risks arising from the Group's financial instruments are credit risk, liquidity risk and market risk (including interest risk and currency risk). The risk management policies employed by the Group to manage these risks are discussed below:

Credit risk

Credit risk is the risk of an unexpected loss if a counter party to a financial instrument fails to meet its commercial obligations. The Group's maximum credit risk exposure is limited to the carrying amount of cash of £111,000 (2023: £475,000) and trade and other receivables of £642,000 (2023: £394,000). Credit risk is managed on a Group basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Group's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Group maintains adequate bank balances to meet those liabilities.

The Group makes allowances for impairment of receivables where there is an ECL identified. Refer to Note 13 for details of the intercompany loan ECL assessment.

The credit risk on cash is considered to be limited because the counterparties are financial institutions with high and good credit ratings assigned by international credit rating agencies in the UK.

The carrying amount of financial assets, trade receivables and cash held with financial institutions recorded in the financial statements represents the exposure to credit risk for the Group.

At Company level, there is the risk of impairment of inter-company receivables if the full amount is not deemed as recoverable from the relevant subsidiary company. These amounts are written down when their deemed recoverable amount is deemed less than the current carrying value. An IFRS 9 assessment has been carried out as per Note 1.

Market risk

i)      Currency risk

Currency risk refers to the risk that fluctuations in foreign currencies cause losses to the Company.

The Group's operations are predominantly in Slovenia and going forward will be in the US. Foreign exchange risk arises from translating the euro earnings, assets and liabilities of the Ascent Resources doo and Ascent Slovenia Limited into sterling. The Group manages exposures that arise from receipt of monies in a non-functional currency by matching receipts and payments in the same currency.

The Company often raises funds for future development through the issue of new shares in sterling. These funds are predominantly to pay for the Company's exploration costs abroad in euros. As such any sterling balances held are at risk of currency fluctuations and may prove to be insufficient to meet the Company's planned euro requirements if there is devaluation.

The Group's and Company's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.

	Group		Company
	2024 £'000s	2023 £'000s	2024 £'000s	2023 £'000s
Trade and other receivables	-	-	-	-
Cash and cash equivalents	91	65	91	1
Trade and other payables	(302)	(220)	-	-
Net exposure	(211)	(155)	91	1

Foreign currency sensitivity analysis

The Group is mainly exposed to the currency of the European Union (the euro) and the currency of the United States (USD).

The Group operates internationally and is exposed to currency risk on sales, purchases, borrowings and cash and cash equivalents that are denominated in a currency other than sterling. The currencies giving rise to this are the euro.

Foreign exchange risk arises from transactions and recognised assets and liabilities.

The Group does not use foreign exchange contracts to hedge its currency risk.

Sensitivity analysis

The following table details the Group's sensitivity to a 10% increase and decrease in sterling against the stated currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents the management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis comprises cash and cash equivalents held at the balance sheet date. A positive number below indicates an increase in profit and other equity where sterling weakens 10% against the relevant currency.

 

	Euro currency change
	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Group
10% strengthening of sterling	4	20
10% weakening of sterling	2	78
Company
10% strengthening of sterling	1	-
10% weakening of sterling	2	-

 

	USD currency change
	Year ended 31 December 2024 £'000s	Year ended 31 December 2023 £'000s
Group
10% strengthening of sterling	36	-
10% weakening of sterling	64	-
Company
10% strengthening of sterling	36	-
10% weakening of sterling	64	-

 

ii)     Interest rate risk

Interest rate risk refers to the risk that fluctuations in interest rates cause losses to the Company. The Group and Company have no exposure to interest rate risk except on cash and cash equivalent which carry variable interest rates. The Group carries low units of cash and cash equivalents and the Group and Companies monitor the variable interest risk accordingly.

At 31 December 2024, the Group and Company has GBP loans valued at £780,000 (2023: £184,000) with an interest rate of 15% (2023: 8%) per annum.

iii)    Liquidity risk

Liquidity risk refers to the risk that the Company has insufficient cash resources to meet working capital requirements.

The Group and Company manages its liquidity requirements by using both short- and long-term cash flow projections and raises funds through debt or equity placings as required. Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Group's short-, medium- and long-term funding and liquidity management requirements.

The Group closely monitors and manages its liquidity risk. Cash forecasts are regularly produced, and sensitivities run for different scenarios (see Note 1). For further details on the Group's liquidity position, please refer to the Going Concern paragraph in Note 1 of these accounts.

	Group		Company
Categorisation of Borrowings	2024 £'000s	2023 £'000s	2024 £'000s	2023 £'000s
Less than six months - loans and borrowings	-	184	-	184
Less than six months - trade and other payables	-	-	-	-
Between six months and a year	785	-	785	-
Over one year	-	-	-	-

Capital management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between debt and equity. The Group reviews the capital structure on an on-going basis. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. The Group will balance its overall capital structure through new share issues and the issue of new debt or the repayment of existing debt.

There are no externally imposed capital requirements.

Fair value of financial instruments

Set in the foregoing is a comparison of carrying amounts and fair values of the Group's and the Company's financial instruments:

Categorisation of Financial Assets and Liabilities - Group	Carrying amount Year ended 31 December 2024	Fair Value Year ended 31 December 2024	Carrying amount Year ended 31 December 2023	Fair Value Year ended 31 December 2023
Financial assets held at amortised cost
Cash and equivalents - unrestricted	111	111	475	475
Loan receivable (note 9) (amortised cost) (non current)	677	677	-	-
Trade and other receivables (non current)	216	216	-	-
Trade and other receivables (current)	415	415	394	394
Financial liabilities (current)
Trade and other payables held at amortised cost	785	785	562	562
Derivative liability (fair value through profit/loss)	13	13	-	-
Loans at fixed rate held at amortised cost	780	780	184	184

 

Capital management - Company	Carrying amount Year ended 31 December 2024	Fair Value Year ended 31 December 2024	Carrying amount Year ended 31 December 2023	Fair Value Year ended 31 December 2023
Financial assets held at amortised cost
Cash and equivalents - unrestricted	106	106	410	410
Loan receivable (note 9) (amortised cost) (non current)	677	677	-	-
Trade and other receivables (non current)	216	216	-	-
Trade and other receivables (current)	480	480	355	355
Financial liabilities (current)
Trade and other payables held at amortised cost	491	491	289	289
Derivative liability (fair value through profit/loss)	56	13	-	-
Loans at fixed rate held at amortised cost	780	780	184	184

Convertible loan at fixed rate

The convertible loan has been recorded at amortised cost.

Trade and other receivables/payables and inter-company receivables

All trade and other receivables and payables have a remaining life of less than one year. The ageing profile of the Group and Company receivable and payables are shown in Notes 12, 13, 14, 15, 16 & 17.

Cash and cash equivalents

Cash and cash equivalents are all readily available and therefore carrying value represents a close approximation to fair value.

23.  Commitments and contingencies

Decommissioning costs for the JV wells (Pg-10, Pg-11a and D-14) were agreed to be €345.2k between the JV partners and the relevant Slovenian ministry in 2013 when the RJOA was signed.  Decommissioning costs become payable at the end of a wells operational life and a provision for decommissioning costs is made only when a well is put into production. With the change in the Slovenian mining law in in April 2022 creating a ban on hydraulic stimulation, further development of the concession through hydraulic stimulation is now impossible. A provision of £690,000 (Note 14) has been made for the decommissioning of the PG10, PG11A and D-14 wells and represents the Company's estimate of the Group's share of the restoration costs for the JV wells (i.e. non-baseline wells) in the Petišovci field. During the year the Company's Slovenian JV partner, who is also the concession holder, filed for self appointed insolvency and an administrator was appointed on 19 January 2024. The Administrator unilaterally terminated the RJOA which had provisions relating to the automatic handover of ASL's interest in JV wells and infrastructure which existed prior to the signature of the RJOA in October 2013, which included the Pg-10 and Pg-11a wells which were subsequently transferred to Geoenergo on an "as-is" basis (i.e. as a producing well without any immediate abandonment obligations). Accordingly ASL is pursuing re-imbursement of the €300k pre-paid on account for the purpose of pre-funding abandonment liability. ASL has had c.€52k of this claim approved in the insolvency proceedings and post period in review ASL has resumed the suspended arbitration proceedings against Geoenergo to receive resolution on the disputed amounts of up to c.€248k. Upon completion of the insolvency proceedings Ascent expects to then consider to revise this contingent provision down to zero.

Additionally, ASL is defending a claim on behalf of the JV brought by the service provider, Petrol Geo d.o.o. (a connected party to the JV partner, Geoenergo d.o.o. by virtue of their common controlling shareholder Petrol d.o.o.) relating to alleged non payment of invoices which were i) either due within 5 days of ASL's receipt of payment from the relevant monthly hydrocarbon production proceeds (which ASL never received from Geoenergo); or ii) were issued for services alleged to be provided after the termination of the service agreement (which was automatic upon the termination of the RJOA). Accordingly the Company has provided for a contingency in the event the defence of this claim is unsuccessful.

Finally the Company also has a number of potential claim receivables in the form of amounts claimed, owed and approved in the Geoenergo d.o.o. insolvency process and amounts claimed back from Petrol Geo. D.o.o. under the Framework Build Operate Transfer agreement. The Company is not providing for these potential receivables and will only recognise them if/as and when they are paid and received.

 

24.  Events subsequent to the reporting period

On 28 January 2025, 1,149,058 new ordinary shares of 0.5 pence each were issued at a price of 2.3pence.

On 20 February 2025, a general meeting was held, and the resolution to authorise the redesignation of existing preference shares was passed, as well as the resolution to carry out a new bonus issue, pursuant to which every shareholder of the Company will receive one preference share issued fully paid up. The nominal value of the preference shares shall be paid up by the Company capitalising £15,375 standing to the credit of the Company's share premium account.

In May 2025, the Company continued to advance its strategic pivot towards the U.S. onshore oil & gas and helium sector with significant developments announced on 22 May 2025. The Company entered into conditional agreements, subject to shareholder approval for the issuance of new shares, to acquire a 49% direct non-operated interest in a portfolio of producing and prospective oil and gas leases in west Colorado, operated by Locin Oil Corporation, spanning over 100,000 acres. This acquisition, for a consideration of US$2.5 million, was to be satisfied through the issuance of US$0.6 million in new shares at 0.5 pence per share and a US$1.9 million three-year convertible loan note with a conversion price of 1.0 pence per share and a 6.5% annual interest rate. The Colorado leases hold proved reserves (PDP and PDNP) of 8.06 Bcf of natural gas net to the joint operating agreement partners, with current production averaging 2 MMscfd in 2024 and potential for helium content up to 1.2%. Additionally, the Company conditionally acquired a 10% direct non-operated interest in a portfolio of approximately 80,000 acres of oil, gas, and helium-rich leases in northern Utah, operated by ARB Energy LLC, for US$750,000, satisfied by issuing 111,940,299 new shares at 0.5 pence per share. This Utah portfolio includes proved developed producing reserves of 8.7 Bcf of natural gas, with production averaging 2.3 MMscfd in 2024 and helium content up to 0.54%. Ascent also secured rights to earn a 50% economic interest in incremental production from existing wells through work programs and an option to acquire a further 23% interest in the Utah leases for US$1.5 million by 15 October 2025.

In addition to Proven Reserves, the Arb Energy Utah leases have multiple potential upsides in up-dip and on-trend step out prospects which Arb Energy Utah estimated to have Proved Undeveloped Reserves of 44 Bcf, Probable Reserves of a further 23 Bcf and Prospective Resources of an additional 109 Bcf of natural gas with potentially 1.3 Bcf of Helium included as well. The JOA partners have also agreed to jointly evaluate the prospect inventory with a view to high-grading the opportunity set over the coming months. In these evaluations the partners expect to target the Entrada formation which has a high helium content association of up-to 1% contained within the produceable natural gas and condensate volumes.  Ahead of then the Company and ARB expect to initiate a number of work operations on existing well bores to install artificial lift technologies designed to be low cost and low risk operations which can meaningfully enhance existing production.

Locin Oil Corporation has also identified a number of material prospects into target structures which have previously tested or produced gas in the 1960's and 70's as well as on-trend step-out prospects estimated by Locin Oil Corporation to have gross Prospective Resources of an additional 663 Bcf of natural gas with potentially up to 5.3 Bcf of Helium included as well. Ascent and Locin have also agreed to jointly evaluate the prospect inventory with a view to high-grading the opportunity set over the coming months. In these evaluations the partners also expect to target the Entrada production formation which has a high helium content association contained within the produceable natural gas and condensate volumes.

To support these acquisitions and ongoing operations, Ascent raised gross proceeds of £1.35 million (US$1.8 million) through the issuance of 270,000,000 new shares at 0.5 pence per share. The Company also partially redeemed US$300,000 of its senior secured loan with RiverFort Global Opportunities, also converting US$100,000 of the principal into 10,300,465 shares at 0.7245 pence per share, and reprofiled the remaining US$1,053,683 balance, extending the maturity to 22 April 2027 with a fixed conversion price of 1.0 pence per share. Additionally, 18,439,431 existing warrants to RiverFort were amended to an exercise price of 1.0 pence, and new warrants equivalent to 35% of the reprofiled debt were issued at the same price.

Further to the Company's transformation over the last twelve months, which include significant advancement of its Slovenian legacy claims and a successful repurposing of the Company to focus itself on growing onshore US oil and gas with helium assets, the Company proposes to appoint Mr David Patterson as Chief Executive Officer and Director of the Company. David is an experienced oil and gas explorer and geologist who has over 43 years  of experience in the oil and gas industry experience onshore U.S. which includes a number of years of work in Utah and Colorado where most notably David was VP Geology for Rose Petroleum Plc (now called Zephyr Energy Plc) where he lead the evaluation of over 250,000 acres of leases in Utah. David has held previous roles which include VP and manager of Exploration, VP of Geology, Supervisor of Reserves and Senior Geological Engineer in prior roles through his career. David is currently VP of Exploitation at D3 Energy (where he will also continue his role) and will be retained by the Company for his services to Ascent with an annual salary of US$120,000 per annum, relating to which the Company has agreed with American Helium, Locin Oil and ARB Energy that Ascent can recharge the respective joint operations the full annual salary such that Ascent expects to pay $43,200 of this amount per annum, along with an options package whereby  new options will be granted in the Company exercisable at a price of 1p per Option, which shall vest over 3 years and be exercisable over the following 2 years thereafter. David will be appointed to the Board and position of CEO following the Company's next annual general meeting, subject to completion of customary director on-boarding checks.

Post period under review, Mr Andrew Dennan has elected not to stand for re-election at the Company's upcoming AGM and will retire as Director and Chief Executive Officer of the Company upon the convening of the AGM. Andrew has led Ascent for five years and feels this transformative moment is the right time to step aside as the business enters a new phase with a particular focus on the US. He will continue to support the Company during an extended handover period to the proposed new CEO and will in addition continue to support the Company in its pursuit of the Company's highly valuable claims against the Republic of Slovenia under the Energy Charter Treaty, as well as in insolvency and associated proceedings against its Slovenian former JV partner and service provider. His detailed knowledge of these ongoing processes remains invaluable to Ascent. The Board are very thankful for the leadership and strategic input from Andrew over the last five years, where he has been instrumental in defending the Company's interests in Slovenia and re-purposing the Company to execute its new US onshore growth strategy and wish him success in future pursuits. The Company also announces that as part of the refining of its board composition it no longer intends to immediately appoint a Chairman to the Board and accordingly the Company will now not be appointing Mr Gilles Thieffry to that position as previously announced on 9 December 2024. Mr Jean-Michel Doublet will assume the role of Interim Chairman.

Additionally, as part of positioning the Company to grow via a production lead strategy onshore US, the Company is implementing certain cash preservation measures which include current C-suite and Board of Directors of the Company agreeing to reduce the cash component of their employment and/or service contracts by 30% over the next six months and their corresponding intention to settle these owed amounts, by subscribing for equity on the same terms as the placing (above), as soon as they are either out of a closed period or otherwise not in receipt of insider information and can cause a PMDR dealing. Furthermore the Company also expects to implement further cost saving measures, which in aggregate with the above changes are expected to reduce the general and administrative cash costs of the business by approximately 20% per annum, with such savings expected to be realised through 2H 2025 and beyond.

 

Publication of the Annual Report

The Company confirms that the Company's annual report and financial statements for the year ended 31 December 2024 (the "Annual Report") will be published to shareholders and will be on the Company's website shortly.