22 June 2022

Clontarf Energy plc

("Clontarf" or "the Company")

Preliminary Results for the Year Ended 31 December 2021

Clontarf Energy, the oil and gas exploration company focused on Ghana, Bolivia and Australia today announces its preliminary results for the year ending 31 December 2021.

The Company expects to shortly publish its 2021 Annual Report & Accounts and a further update will be made in this regard as and when appropriate.

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

For further information please visit http://clontarfenergy.com or contact:

Chairman's Statement

Our main focus in the period under review was on delivering a high potential well in a stable jurisdiction.  We also increased the pressure for ratification in our other projects, in anticipation of a recovering farm-out market, as demand surges while supply is slow to respond.

Adding gas reserves in Australia to feed existing and new LNG (liquefied natural gas) supplies is critical for Europe and Asia, given 2022's geopolitical turbulence.  The potential structure size was modelled as very large (a median or P50 of circa 17 trillion cubic feet or 'tcf'), and estimated probability of success reasonably good (32%) by the standards of exploration wells - which are generally 1 in 8, and sometimes even-longer odds in frontier provinces.

Though drilled without incident, and substantially on the schedule, and at the costs planned, the relatively shallow gas targets were water-wet, and did not show commercial hydrocarbons.  That is the nature of drilling in 2.5km of rock under 1km of water.  There was uncertainty and risk, but also a huge stratigraphic trap that was going to be drilled.

The deeper Jurassic and Triassic targets, which are closer to the source-rock, have not yet been drilled.  When the dust settles after the Sasanof-1 well, Clontarf Energy plc and its partners will consider the economics of drilling the deeper targets, especially the Jurassic Kingsburgh Upper and Lower (each of which has potentially 2 tcf of gas-in-place).  There is also estimated to be in the mid-depth Triassic Mungaroo Hyperno over one tcf of gas-in-place, albeit with a higher expected recovery ratio (75%).  The review will assess how the structure size and probabilities of success have been impacted by the data acquired from recent drilling.

Though the Sasanof-1 well did not intersect hydrocarbons, we retain our strategy to seek out gas and liquids in Western Australia: originally North-West Shelf discoveries were considered "stranded gas" because of long distances to population centres in the south-east across that vast continent.  However, the development of a competitive LNG industry by several leading players, including our former partners Woodside-BHP, Exxon, Chevron, Inpex, and others, have transformed LNG into now the major export, by value, from Western Australia.  Almost any likely State Government will be supportive, because of the many, high-paying jobs in gas & oil, and particularly mining.  Moreover, statements of the recently elected majority Labour Government (in June 2022) confirmed the Australian Federal Government's commitment to the LNG and minerals' industries.  Legal title is secure, the court system is independent and tax rates are reasonable (a windfall tax having been considered and rejected).

It is important to note that funding for the Sasanof-1 well (£3.5 million) was provided by local Australian investors who invested at a 25% premium to the then bid price of our shares (when the funding process began).  We believed that we would struggle to raise such funding from traditional London investors, while institutional investors might expect a discount for a strategy to seek out opportunities without having a defined investment.

Accordingly, we are now evaluating further Australian prospects, in addition to the deeper prospects on WG-519-P.  These include additional offshore prospects acquired by our partners Western Gas from the original Hess portfolio (on which Hess had invested circa $1.5 billion, before pulling out in the oil-price depression of 2015, in order to concentrate on the mega Guyana discoveries, as part of a widespread industry restructuring).  There are also interesting onshore plays - especially in the Canning basin - which have been neglected due to the oil majors' focus on offshore opportunities.

Just one of the offshore gas targets Clontarf is review is estimated to contain a potential gas-in-place of 5 tcf, with a potential 3 tcf recoverable, while 5 prospects - of Jurassic and Triassic ages - have potentially over 3 tcf of gas-in-place.  These are tempting sizes at a time of hunger for feedstock to supply expanding LNG facilities.

We believe that additional funds will be available, possibly again at a premium to the current share price.

Although the Sasanof-1 well was water-wet, the Australian gas play remains excellent, with a world LNG shortage, high gas prices - as well as pro-mining policies, legal title, and reasonable fiscal terms.

Clontarf Energy is also pressing the Ghanaian authorities to complete the ratification of the signed Petroleum Agreement on offshore Tano 2A Block and is discussing with the relevant authorities in Chad on how to convert Clontarf's signed Memorandum of Understanding on prospective sedimentary acreage, close to existing infrastructure in southern Chad, in a manner consistent with corporate governance.  Progress on these promising projects had been slowed by the virtual disappearance of the farm-out market after 2014.  It made little sense to commit to a substantial work programme, without a reasonable prospect of de-risking through partnering with companies with deeper pockets.

As expected, demand for lithium, specifications and lithium prices have surged. In Bolivia we hope to conclude a Technical Cooperation Agreement on a systematic mapping exercise shortly.  Clontarf Energy did not participate in the pilot plant testing of Direct Lithium Extraction technologies in Bolivia, since Clontarf is a user of such services rather than a services provider.  Our proposal is to explore and develop mid-sized Bolivian lithium salt-lakes. 

Clontarf Energy maintains cordial communications with the relevant authorities in all these countries, despite personnel changes and prevailing circumstances, and continues to operate efficiently on minimal overheads.

Corporate - share capital reorganisation

To provide maximum flexibility with regards to future funding we are proposing to change the nominal value of existing shares from 0.25p to 0.01p per ordinary share and 0.24p deferred share as set out in Resolution 5 (and Resolution 6) in the notice of the Company's forthcoming Annual General Meeting. This has no impact on the market value of existing shares or the number of shares in issue.

This process is effected as follows, subject to Shareholder approval being given for both Resolution 5 and 6:

Each of the 2,370,826,117 issued ordinary shares of 0.25 pence each in the capital of the Company ("Existing Ordinary Shares") and any unissued ordinary shares of 0.25 pence each in the capital of the Company are subdivided into one new Ordinary Share of 0.01 pence each ("New Ordinary Shares") and one deferred share of 0.24 pence each ("Deferred Shares") on the basis of one New Ordinary Share and one Deferred Share for each Existing Ordinary Share; and

The New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares in the Company's Articles of Association and the Deferred Shares will have the rights and be subject to the restrictions as set out in the Articles of Association as amended by Resolution 6. 

David Horgan

Chairman

21 June 2022

CLONTARF ENERGY PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

Share premium

The share premium reserve comprises of a premium arising on the issue of shares. Share issue expenses are deducted against the share premium reserve when incurred.

Share based payment reserve

The share based payment reserve arises on the vesting of share options under the share option plan. Share options expired are reallocated from share based payment reserve to retained deficit at their grant date fair value.

Retained deficit

Retained deficit comprises of losses incurred in the current and prior years.

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021

Notes:

1.    ACCOUNTING POLICIES

There were no changes in accounting policies from those used to prepare the Group's Annual Report for financial year ended 31 December 2021. The financial statements have been prepared in accordance with the Companies Act 2006.

2.    EARNINGS PER SHARE

Basic loss per share is computed by dividing the loss after taxation for the year attributable to ordinary shareholders by the weighted average number of ordinary shares in issue and ranking for dividend during the year. Diluted loss per share is computed by dividing the loss after taxation for the year by the weighted average number of ordinary shares in issue, adjusted for the effect of all dilutive potential ordinary shares that were outstanding during the year.

The following tables sets out the computation for basic and diluted earnings per share (EPS):

3.    GOING CONCERN

The Group incurred a loss for the year of £463,501 (2020: £361,308), had net current liabilities of £1,139,661 (2020: £1,275,498) at the balance sheet date. These conditions, as well as those noted below, represent a material uncertainty that may cast doubt on the Group's ability to continue as a going concern.

Included in current liabilities is an amount of £1,420,565 (2020: £1,300,565) owed to directors in respect of directors' remuneration due at the balance sheet date. The directors have confirmed that they will not seek settlement of these amounts in cash until 31 December 2024.

The Group had a cash balance of £344,253 (2020: £89,423) at the balance sheet date. The directors have prepared cashflow projections for a period of at least 12 months from the date of approval of the financial statements which indicate that the group may require additional finance to fund working capital requirements and develop existing projects. As the Group is not revenue or cash generating it relies on raising capital from the public market. On 27 April 2022 the Group raised £3,500,000 on a placing, further information is detailed in Note 8 of these accounts.

As in previous years the Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements and believe the going concern basis is appropriate for these financial statements. The financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.

4.    INTANGIBLE ASSETS

Exploration and evaluation assets relate to expenditure incurred in prospecting and exploration for lithium, oil and gas in Bolivia and Ghana. The directors are aware that by its nature there is an inherent uncertainty in exploration and evaluation assets and therefore inherent uncertainty in relation to the carrying value of capitalised exploration and evaluation assets. 

During 2018 the Group resolved the outstanding issues with the Ghana National Petroleum Company (GNPC) regarding a contract for the development of the Tano 2A Block. The Group has signed a Petroleum Agreement in relation to the block and this agreement awaits ratification by the Ghanian government.

The Company is in negotiations with the Vice-Ministry of Electrical High Technologies and the State Lithium Company in Bolivia on exploration and development of salt-lakes in accordance with law. Samples have been analysed and process work is underway.

To date the Group incurred expenditure of £62,074 in Bolivia. As at year end no licences have yet been granted.  Therefore, the directors have decided to impair the costs. Accordingly, an impairment of £62,074 has therefore been recorded by the Group in the current year.

The directors believe that there were no facts or circumstances indicating that the carrying value of intangible assets may exceed their recoverable amount and thus no impairment review was deemed necessary by the directors. The realisation of these intangibles assets is dependent on the successful discovery and development of economic deposit resources and the ability of the Group to raise sufficient finance to develop the projects.

It is subject to a number of potential significant risks, as set out below:

·        licence obligations;

·        exchange rate risks;

·        uncertainties over development and operational costs;

·        political and legal risks, including arrangements with Governments for licences, profit sharing and taxation;

·        foreign investment risks including increases in taxes, royalties and renegotiation of contracts;

·        title to assets;

·        financial risk management;

·        going concern; and

·        ability to raise finance.

Included in the additions for the year are £15,000 (2020: £60,849) of directors' remuneration. The remaining balance pertains to the amounts capitalised to the respective projects held by the entity.

5.    TRADE AND OTHER PAYABLES

It is the Company's normal practice to agree terms of transactions, including payment terms, with suppliers and provided suppliers perform in accordance with the agreed terms, payment is made accordingly. In the absence of agreed terms it is the Company's policy that payment is made between 30 to 40 days. The carrying amount of trade and other payables approximates to their fair value.

Other payables relate to amounts due for directors' remuneration of £1,420,565 (2020: £1,300,565) accrued but not paid at year end.     

6.    SHARE CAPITAL

Movements in issued share capital

On 6 May 2021 a total of 153,846,117 shares were placed at a price of 0.325 pence per share. Proceeds were used to provide additional working capital and fund development costs

Share Options

A total of 40,500,000 share options were in issue at 31 December 2021 (2020: 40,500,000).  These options are exercisable, at prices ranging between 0.70p and 0.725p, up to seven years from the date of granting of the options unless otherwise determined by the Board. Further information relating to Share Options is outlined in Note 7.

7.    SHARE BASED PAYMENTS

The Group issues equity-settled share-based payments to certain directors and individuals who have performed services for the Group. Equity-settled share-based payments are measured at fair value at the date of grant. Shares issued to individuals and directors will vest 3 years from the period that the awards relate.

Fair value is measured by the use of a Black-Scholes model.

The Group plan provides for a grant price equal to the average quoted market price of the ordinary shares on the date of grant.

During 2019 40,000,000 options were granted with a fair value of £246,788. These fair values were calculated using the Black-Scholes valuation model. These options will vest over a 3-year period and will be capitalised or expensed on a straight line basis over the vesting period.

The inputs into the Black-Scholes valuation model were as follows:

Expected volatility was determined by management based on their cumulative experience of the movement in share prices.

The terms of the options granted do not contain any market conditions within the meaning of IFRS 2.

The Group capitalised expenses of £Nil (2020: £30,849) and expensed costs of £82,264 (2020: £ 51,415) relating to equity-settled share-based payment transactions during the year.

8.    POST BALANCE SHEET EVENTS

On 12 January 2022, the Company announced, as was known, that it had been accruing and not paying in cash, salaries of the current Directors since 2010. The accrued liability as at 31 December 2021 for the three longest serving directors (Dr Teeling, Mr Horgan and Mr Finn) is £1,340,564. The Board remains cognisant of the need to conserve cash resources in the current environment and therefore these three Directors have agreed to continue deferring payment of this amount, in cash, until the end of 2024.

In consideration for this past and continued deferral, these directors were issued 3.25 warrants over Ordinary Shares per each 1p of accrued salary due until 31 December 2021.  The Warrants are exercisable at 0.25p at any time until 11 January 2025 and have been allocated as follows:

Accordingly, in aggregate, 435,683,300 Warrants have been issued to the above Directors.  Any exercise of the Warrants is restricted to the extent that, if by exercising, the Warrant holders, in aggregate, hold greater than 29.9 per cent. of the total voting rights of the Company.

For the avoidance of doubt, the deferred salaries, unless otherwise settled, will remain payable in cash after the end of 2024.

On 27 April 2022 the Company announced that it had raised £3,500,000 via the placing of 1,400,000,000 ordinary shares with new investors at a price of 0.25p per placing share.

On 9 May 2022 the Company announced that it had acquired a 10 per cent. interest in the high-impact multi-TCF (Trillion Cubic Feet) Sasanof exploration prospect (located mainly within Exploration Permit WA-519-P) through the acquisition of a 10 per cent. interest in Western Gas, which wholly owns the prospect (the "Acquisition").

The Acquisition consideration comprised of a cash consideration of US$4,000,000, and 100,000,000 ordinary shares of 0.25p each ("Ordinary Shares"), valued at £480,000 as at 6 May 2022. In the event of a discovery at the Sasanof-1 well, further consideration would have been payable.

On 6 June 2022 the Company announced that no commercial hydrocarbons were intersected and the Sasanof-1 Well will now be plugged and permanently abandoned.  De-mobilisation activities will then commence.  All costs incurred on the Sasanof prospect will be written off in full.

9.    ANNUAL GENERAL MEETING

The Company's Annual General Meeting will be held on Thursday 4^th August 2022 at Hilton London Paddington, 146 Praed Street, London, W2 1EE, United Kingdom at 12.00pm. Further information, including the Notice of AGM, will be provided shortly.

10.  GENERAL INFORMATION

The financial information set out above does not constitute the Company's audited financial statements for the year ended 31 December 2021 or the year ended 31 December 2020. The financial information for 2020 is derived from the financial statements for 2020 which have been delivered to Companies House. The auditors had reported on the 2020 statements; their report was unqualified with an emphasis of matter in respect of considering the adequacy of the disclosures made in the financial statements concerning the valuation of intangible assets, and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial statements for 2021 will be delivered to Companies House.

A copy of the Company's Annual Report and Accounts for 2021 will be mailed shortly only to those shareholders who have elected to receive it. Otherwise, shareholders will be notified that the Annual Report will be available on the website www.clontarfenergy.com . Copies of the Annual Report will also be available for collection from the Company's registered office, Suite 1, 3^rd Floor, 11-12 St. James's Square, London, SW1Y 4LB.