3 June 2026

Rockhopper Exploration plc

("Rockhopper" or the "Company")

 

Full Year Results for the Year Ended 31 December 2025

 

Rockhopper Exploration plc (AIM: RKH), the oil and gas company with key interests in the North Falkland Basin, is pleased to announce its audited results for the year ended 31 December 2025.

 

2025 AND POST PERIOD HIGHLIGHTS

 

·    Sea Lion Phase 1 sanctioned

·    Rockhopper funded for Phase 1

·    First oil targeted Q1 2028

·    110 mmbbls 2P reserves net to Rockhopper

·    211 mmbbls 2C resources net to Rockhopper

 

 

Sea Lion Development

Project

·    Development of Phase 1 of the Sea Lion field - offshore to the north of the Falkland Islands - sanctioned

·    Debt Financing in place consisting of US$1.0 billion of senior debt, of which US$350 million is Rockhopper debt

·    Equity raises completed to fund the development of Phase 1 of Sea Lion

o  Placings raising US$142 million

o  Significantly oversubscribed open offer raising a further US$9.2 million

·    Key project commercial contracts in place including, but not limited to:

o  FPSO charter

o  Drilling rig

o  Drilling and completion services

·    Notice was served on the FPSO in the UK to disconnect, with the vessel having left its previous production location, ahead of a period of refurbishment work prior to deployment at Sea Lion

·    Phase 1 FPSO work moved from the Middle East to Asia

·    Target for First Oil remains Q1 2028 following a Final Investment Decision on Phase 1 in December 2025

·    JV investigating the possibility of accelerating development of subsequent phases

·    MOU signed for second larger FPSO with production capacity of approximately 125,000 barrels per day

 

Reserves and Resources

·    Updated independent technical report (RKH working interest):

o  110 mmbbls 2P reserves comprising 57.9 mmbbls associated with Phase 1 (Reserves under development) and 51.9 mmbbls associated with Phase 2 (Reserves planned for development)

o  211 mmbbls 2C resources

o  Significant upside potential

 

Corporate and Financial

·    Cash and term deposits balance at 31 December 2025 of US$179 million* (31 December 2024: US$20.9 million)

 

Ombrina Mare Arbitration

·    Ombrina Mare Arbitration Award (the "Award") annulled

·    Receipt of €31 million under terms of the insurance policy in respect of the Award

·    A new request for arbitration was made in September 2025, with the new funder responsible for all associated costs

 

* Includes US$8 million classified as held for sales

 

Sam Moody, Chief Executive Officer of Rockhopper, commented:

 

"This has been a transformative period for Rockhopper as the Sea Lion project moves into full development phase following its financing and sanction late in 2025. We look forward to continuing our very constructive working relationship with operator Navitas in the coming months as we further progress the project. We remain hugely grateful for shareholders' continuing support and look forward to updating them on Sea Lion in due course."

 

 

Enquiries:

Rockhopper Exploration plc

Sam Moody - Chief Executive Officer

Tel. +44 (0)20 7390 0230 (via Vigo Consulting)

 

Canaccord Genuity Limited (NOMAD and Joint Broker)

Henry Fitzgerald-O'Connor / James Asensio / Charlie Hammond

Tel. +44 (0)20 7523 8000

 

Peel Hunt LLP (Joint Broker)

Richard Crichton / Georgia Langoulant

Tel. +44 (0)20 7418 8900

 

Vigo Consulting

Patrick d'Ancona / Ben Simons / Fiona Hetherington

Tel. +44 (0)20 7390 0234

 

Lucy Williams (BSc Geology, MSc Petroleum Geology, Chartered Geologist), the Company's Geoscience Manager, has reviewed and approved the technical information contained within this announcement.

 

Notes to Editors

Rockhopper Exploration plc is a UK-based oil and gas exploration and production company with key interests in the Falkland Islands. The Company holds a 35 per cent interest in licences in the North Falkland Basin, where it has sanctioned the development of the significant Sea Lion field, originally discovered by the Company in 2010.

 

Rockhopper's shares are quoted on the AIM market of the London Stock Exchange under the ticker RKH.

For more information, visit the Company's website at www.rockhopperexploration.co.uk.

 

Note regarding financial information disclosure

 

The financial information set out below does not constitute the Group's statutory accounts for the year ended 31 December 2025 but is derived from those accounts. References within the document may refer to information in the statutory accounts and these will be sent to shareholders and published on the Company's website imminently.

 

 

 

 

Chair and CEO Review

 

Sea Lion

 

Financing and FID

 

The period under review saw Rockhopper sanction Phase 1 of the Sea Lion Project (the "Project"), the single most important milestone we have achieved since completing our appraisal campaign in January 2012. Partner and Operator, Navitas Petroleum Development and Production Limited ("Navitas") has also taken final investment decision ("FID") relating to the Project.

 

Following the announcement of conditional equity placings to fund Rockhopper's project equity requirement in July 2025, a full project financing was put in place and, having received all necessary approvals and consents, FID for Phase 1 of the Sea Lion Project was announced on 10 December 2025, with Financial Close shortly after on 22 December 2025.  The financing was completed on 31 December 2025 with the conditional placings raising approximately US$142 million before expenses through the issue of 201,102,976 new ordinary shares at an issue price of 53p (the "Placing"). In addition, 50,275,732 underwriting warrants were issued giving the holder the right to subscribe for one new ordinary share at a strike price of 80p per share.

 

An open offer was concluded in January 2026 in order to give existing shareholders the opportunity to participate in the equity raise at the same 53 pence per share level as the Placing (the "Open Offer").  This Open Offer, which was 7.8x over subscribed, raised an additional US$9.2 million before expenses through the issue of 13,188,036 Open Offer shares.

 

The project financing consists of US$1.0 billion of senior debt (of which US$350 million is Rockhopper debt) with the balance being provided via a combination of joint venture equity and post first oil cash flows.  Rockhopper benefits from previously disclosed financing loans from Navitas in relation to the Project (with the loan balance at YE2025 at US$52.5 million) and, as a result, the net Rockhopper equity requirement was confirmed at US$102 million, in addition to the previously disclosed Rockhopper share of a 5% equity overrun support which is approximately US$10 million (therefore in aggregate US$112 million).

 

Additional costs of US$5.25 million net to Rockhopper arose as a result of a change in location for the work required to be undertaken on the FPSO, as detailed in the FPSO section below. Taking into account this additional equity requirement, Rockhopper remains funded for Phase 1 of the development.

 

The Rockhopper senior debt facility will be for US$350 million with a tenor of 7 years. First drawdown shall not be permitted until the agreed equity amount has been distributed into the Sea Lion Project.  Semi-annual straight-line amortisations commence on 31 March 2029.  The margin is SOFR + 525bps during the pre-completion period, moving to 425bps in years 1 and 2 post project completion, 450bps during year 3 post completion and 475bps thereafter.  Mandatory hedging of 50% PDP[1] is required during year 1 post project completion, 33.3% in year 2 and 25% in year 3.  A commitment fee of 30% of margin on available undrawn is payable semi-annually. The senior debt facility contains other representations, covenants and default provisions that are customary for a facility of this nature.

 

An additional financial requirement has been placed on the joint venture ("JV") developing Sea Lion - comprising Navitas and Rockhopper - to cover the eventuality that the project fails without producing sufficient cash flow for the JV and its funders to continue work.  This Early Project Failure requirement is currently estimated at US$52.5 million net to Rockhopper.  We are currently investigating the possibility of covering this via a combination of surety bond, parent company guarantees, cash or any other suitable instrument.  Whilst the total net cost to Rockhopper remains uncertain, the Board believes it is unlikely to exceed US$52.5 million.

 

Navitas has confirmed it is advancing alternatives to accelerate the development plan for the further resources in the oil asset that are not included in the development plan, whereby production under subsequent development phases may be executed in combination with other production facilities.

 

As part of the acceleration alternatives, Navitas has entered into a non-binding memorandum of understanding ("MOU") during May 2026 for the acquisition of an additional FPSO with a production capacity of approximately 125,000 barrels per day, which may serve the future development phases of the Project. The completion of the transaction is subject to, inter alia, the completion of due diligence, negotiations, and the signing of binding agreements, as well as the fulfillment of customary conditions precedent. It should be noted that there is no certainty that the transaction will be completed.

 

Resources and Reserves

 

Following the sanction of Phase 1 of the Sea Lion Project, Rockhopper commissioned and published an updated independent reserves and resources evaluation conducted by Netherland Sewell and Associates ("NSAI") (the "Report"). 

 

Importantly, the Report has reclassified volumes contained in the Sea Lion Field Northern Development Area ("NDA") Phases 1 and 2 from the Contingent Resources classification to the Reserves classification. This reclassification has been possible following the Company's FID on the Sea Lion field, made in December 2025. Phase 2 of the Sea Lion development is expected to be financed from cashflow generated by Phase 1. Later phases of the Sea Lion development have remained within the Contingent Resources category.

 

Reserves

Summary of Gross and Working Interest Net Recoverable Reserves and Future Net Revenue attributable to Sea Lion Field NDA Phases 1 and 2

Rockhopper holds a 35 per cent working interest in the Sea Lion field.

	Oil (MBBL) Gross (100%)	Oil (MBBL) Working Interest (35%)	Future Net Revenue Working Interest (35%) (US$000) Undiscounted	Future Net Revenue Working Interest (35%) (US$000) NPV10
Proved Undeveloped (1P)	230,672.5	80,735.4	2,134,911.1	720,915.6
Probable	83,165.3	29,107.8	968,135.7	244,866.9
Proved + Probable (2P)	313,837.7	109,843.2	3,103,046.8	965,782.5
Possible	94,326.3	33,014.2	1,399,698.4	303,227.4
Proved + Probable + Possible (3P)	408,164.0	142,857.4	4,502,745.3	1,269,009.9

 

Note: Oil volumes are expressed in thousands of barrels (MBBL). Gross (100%) figures represent total field reserves; working interest figures represent Rockhopper's 35 per cent share. Future net revenue is after deductions for Rockhopper's share of state royalties, capital costs, abandonment costs, operating expenses and estimates of Falkland Islands corporate income taxes. NPV10 represents future net revenue discounted at an annual rate of 10 per cent. NPV10 should not be construed as the fair market value of the properties. All figures are based on the Base Price Case. See Economic Parameters below.

 

Contingent Resources

 

The contingent resources figures below are unrisked - they have not been adjusted for the probability of commercial development. These estimates should not be aggregated with reserves without extensive consideration of the differing degrees of technical and commercial risk.

 

Unrisked Gross (100%) Contingent Resources - Oil (MBBL)

 

	Low Estimate (1C) MBBL	Best Estimate (2C) MBBL	High Estimate (3C) MBBL
Development Pending	238,736.9	412,481.3	531,242.9
Development On Hold	78,971.1	181,078.2	299,712.5
Development Not Viable	5,713.6	9,602.7	14,529.9
Total	323,421.6	603,162.1	845,485.3

 

Unrisked Working Interest (35%) Contingent Resources - Oil (MBBL)

 

	Low Estimate (1C) MBBL	Best Estimate (2C) MBBL	High Estimate (3C) MBBL
Development Pending	83,557.9	144,368.4	185,935.0
Development On Hold	27,639.9	63,377.4	104,899.4
Development Not Viable	1,999.8	3,360.9	5,085.5
Total	113,197.6	211,106.7	295,919.9

 

Summary of Unrisked Working Interest (35%) Contingent Cash Flows after Falkland Islands Taxes

Economic analysis has been performed on the Development Pending contingent resources only.

 

	Total (US$000) Undiscounted	NPV10 (US$000)
Low Estimate (1C)	1,813,859.5	554,524.8
Best Estimate (2C)	4,286,664.2	1,202,666.3
High Estimate (3C)	6,244,948.0	1,610,092.7

 

Economic Parameters

 

The Report has been prepared using the following Base Price Case oil price parameters, based on Brent Crude prices adjusted for quality, transportation fees and market differentials:

 

Period Ending	Oil Price (US$/Barrel)
31 December 2026	62.99
31 December 2027	64.79
Thereafter	73.63

 

The development scenario underlying the NPV calculation for the contingent resources aligns with the previously disclosed multi-phase, two-FPSO scheme comprising the Northern Development Area ("NDA") Phases 1, 2 and 3 and the Central Development Area ("CDA") Phases 1 and 2.

 

FPSO

 

Notice was given to disconnect the FPSO from its former location at the Lancaster field in the UK and it has begun its move to a shipyard so that a full inspection can be carried out ahead of moving the vessel to a suitable dry dock to undertake the required work ahead of commencing production. Work has commenced on the Falkland Islands, including upgrading the temporary dock facility and constructing suitable lay down, warehousing and offices.  Construction of the flexibles and umbilicals has commenced and work on the FPSO turret and moorings is due to commence shortly.

 

Due to the commencement of the war with Iran in March 2026 and its ramifications, the Navitas decided to change the location of the FPSO upgrade and adaptation works and execute them at a shipyard in Asia, instead of the original Middle East plan. Following this change, an amount of approximately USD 45 million (100%) was added to the Project's budget. Rockhopper benefits from a loan from Navitas covering 2/3 of its 35% equity requirement for Phase 1 of the Sea Lion development.  Accordingly, the net increase in Rockhopper's equity costs was US$5.25 million and Rockhopper remains funded for Phase 1 of the project.

 

Falklands taxation agreement

 

As part of the FID process, Rockhopper and the Falkland Island Government ("FIG") entered into a final settlement agreement relating to a previously disclosed disputed taxation amount on the farm out to Premier Oil in 2012, as the existing arrangement was incompatible with achieving FID at Sea Lion.  The final settlement agreement also settled any tax liability in relation to the farm out to Navitas in 2022.  The new arrangement provides that Rockhopper shall pay to FIG (the tax liability) in instalments, amounting to a total of £30 million on an undiscounted basis.  The payment schedule is as follows

 

·    £1m at signing of the final settlement agreement (paid)

·    £2m at Phase 1 sanction (paid)

·    £1m 30 calendar days from First Oil (the "Payment Date")

·    £2m on the first anniversary of the Payment Date

·    £3m on the second anniversary of the Payment Date

·    £7m on the third anniversary of the Payment Date

·    £7m on the fourth anniversary of the Payment Date

·    £7m on the fifth anniversary of the Payment Date

 

The final settlement provides that early payments can be made, attracting a discount of 10% per annum.  If payments are made late, the agreement provides for interest to be paid at a rate of 10% per annum.   FIG's existing security, including charges over certain Group subsidiary assets, was replaced by security over a dedicated Rockhopper bank account into which all of the net post financing, post Navitas loan repayment cash flows will be distributed.

 

Ombrina Mare annulment

 

On 3 June 2025, it was announced that the Republic of Italy succeeded in having the International Centre of Settlement of Investment Disputes ("ICSID") Ombrina Mare Arbitration Award (the "Award") annulled by the ad hoc Panel.  

 

Italy submitted an application in October 2022 to the ICSID seeking to annul the Award under Article 52 of the ICSID Convention. On 14 October 2024, Rockhopper announced it had decided, in line with normal market practice, that insuring to protect shareholders against loss resulting from an annulment of the Award was the most prudent course of action.

 

Following the annulment of the Award, Rockhopper made a claim under terms of the insurance policy and, on 29 August 2025, confirmed it had received the full €31 million entitlement under the insurance arrangements (the "Insurance Proceeds").  

 

The resubmission of a new request for arbitration was made in September 2025, and the new funder continues to be responsible for all costs associated with this. To the extent that Rockhopper makes a financial recovery from any new arbitration, after deductions for any reasonable costs and expenses incurred, that recovery will be utilised to reimburse the insurers in respect of the Insurance Proceeds. Further announcements will be made in due course as and when appropriate. 

 

Italian Disposal

 

As announced on 14 October 2024, Rockhopper signed an SPA to dispose its Italian interests, other than the Ombrina Mare arbitration, to Zodiac Energy Limited ("Zodiac"), a locally run, Italian E&P company.

 

The SPA is for the sale of Rockhopper Civita Limited (a wholly owned subsidiary of Rockhopper Exploration Plc). Rockhopper Civita Limited holds all Rockhopper's Italian assets and liabilities with the exception of the Ombrina Mare Arbitration Award.

 

Under the terms of the SPA, Zodiac will pay €1 consideration to Rockhopper on Completion, with Rockhopper retaining upside participation in two undeveloped licences. Completion is conditional on Italian regulatory approval. At Completion, Rockhopper Civita Limited (the entity being sold) must hold a minimum cash balance of €5.5 million

 

In order to satisfy a number of additional information requests from the Italian regulator, the long-stop date for the transaction has been extended to 30 June 2026.

 

Board composition

 

We thank Alison Baker for her input since 2018 and welcomed Richard Slape to the Board just after the year end to succeed Alison as Audit Chair.  With Rockhopper entering a new phase in its development having taken FID at Sea Lion, and to reflect the increasingly international nature of the shareholder register, two additional directors will be proposed at the upcoming AGM, further details will be provided in a separate RNS shortly.

 

Summary

 

Having discovered Sea Lion in May 2010 and gone on to appraise the field during 2010 and 2011, all 100% as operator, sanctioning the first phase of the Project represents the most material step since that time towards unlocking the huge value inherent in the Project for all stakeholders.

 

The Placing and Open Offer, combined with the senior debt and Navitas loans, ensured Rockhopper was fully funded and able to take FID.

 

The Navitas loan, which covers 2/3 of the net Rockhopper equity requirement, provides good insulation against any inflation in project costs and the 50 million outstanding warrants at 80 pence per share give potential access to additional funding should any be required.

 

Extracting numbers from NSAI Report shows a value of in excess of US$2 billion when aggregating Rockhopper's net 2P + 2C reserves and resource base of 321 mmbbls at a realised oil price of US$71.13/bbl. This increases to US$2.8 billion at a realised oil price of US$82.17/bbl.  The Report also highlights the very significant running room and upside within the Rockhopper acreage.

 

Having sanctioned Phase 1 of Sea Lion, we look forward to continuing our work with Operator Navitas - not only toward first oil in 2028, but also to explore opportunities to accelerate the development of remaining discovered resources and exploration upside in the basin.

 

FINANCIAL REVIEW

 

OVERVIEW

 

The most significant event in 2025 was the sanctioning of the Sea Lion Development. In December 2025, the Group achieved Final Investment Decision ("FID") on Phase 1 of the Sea Lion oil field, located in the North Falkland Basin. This milestone was underpinned by a successful equity fundraise raising net proceeds of US$135 million, financial close on a US$350 million Senior Debt Facility, and approval of the Field Development Plan by the Falkland Islands Government. As a result of FID, the Group's Exploration and Evaluation assets of US$329.2 million were reclassified to tangible development and production assets.

 

The year also saw the conclusion of the Ombrina Mare arbitration annulment proceedings. In June 2025 the ad hoc Committee ruled in favour of Italy, annulling the Award in full. Whilst this was a disappointing outcome, the Group had in place an insurance policy that entitled Rockhopper to receive €31 million, which was received in August 2025. Separately, a new request for arbitration was submitted in September 2025, the costs of which are borne by the Group's funding partner under the Monetisation Agreement.

 

RESULTS FOR THE YEAR

 

For the year ended 31 December 2025 the Group, including discontinued operations, reported a loss of US$39.7 million (2024: profit of US$47.6 million). The swing from profit to loss is principally driven by the reduction in fair value of the Monetisation Agreement and the associated accounting for insurance proceeds following the annulment of the Award, together with a significant increase in administrative expenses in a year of exceptional corporate activity.

 

DISCONTINUED OPERATIONS

 

The Group's Greater Mediterranean operations, held within Rockhopper Civita Limited, continue to be classified as held for sale and presented as discontinued operations in accordance with IFRS 5. The disposal remains subject to regulatory approval from the Italian regulator, and the long-stop date under the Sale and Purchase Agreement has been extended to 30 June 2026. Under the terms of the transaction Rockhopper Civita Limited is required to hold €5.5 million in cash and cash equivalents on transfer; accordingly US$8.2 million of cash and term deposits held by the entity is presented within assets classified as held for sale at the year end. The loss from discontinued operations for the year was US$1.5 million (2024: profit of US$1.3 million).

 

OPERATING COSTS

 

Exploration and Evaluation Expenses

 

Exploration and evaluation expenses of US$0.3 million (2024: US$0.4 million) represent write-offs of costs relating to areas of the North Falkland Basin and South Falkland Basin that will not form part of the Sea Lion Phase 1 project.

 

Administrative Expenses

 

Administrative expenses increased significantly to US$9.8 million (2024: US$3.3 million). The increase reflects the exceptional level of corporate activity in the year, including costs associated with the FID process, the equity fundraise and the entry into the Senior Debt Facility. Total staff costs were US$6.9 million (2024: US$3.4 million), which includes the impact of bonuses relating to the sanctioning of the Sea Lion development as well as US$1.8 million for accrued Employers National Insurance, caused by a substantial increase in share price in the period which has led to an increase in the NI provision for in-the-money employee share options. Other professional fees were US$2.1 million (2024: US$0.4 million), reflecting strategic advisory costs associated with the FID process, the Senior Debt Facility and the equity placing as well as ensuring the Group is prepared for the post first oil world.

 

Foreign Exchange

 

A net foreign exchange gain of US$3.0 million (2024: US$0.2 million) arose in the year, predominantly reflecting the strengthening of Sterling and Euro against the US Dollar and the Group's sterling and euro-denominated monetary positions.

 

OTHER INCOME AND EXPENSES

 

Other income for the year of US$35.2 million (2024: US$79.8 million) represents the €31 million insurance proceeds receivable following the annulment of the Award by the ad hoc Committee in June 2025, received in August 2025. Other expenses of US$69.7 million (2024: US$1.0 million) comprise: a reduction in the fair value of the Monetisation Agreement of US$42.9 million; recognition of an IFRS 9 liability for the potential repayment of insurance proceeds of US$21.6 million; the write-off of the remaining insurance premium prepayment of US$3.9 million; and other costs of US$1.3 million. The net charge through other income and expenses in the year is US$34.5 million (2024: net income of US$78.8 million).

 

In June 2025 the ad hoc Committee issued its decision, finding in favour of Italy and annulling the Award in its entirety. As a result, the Tranche 2 payment of €65 million will not be received under the Monetisation Agreement. A new request for arbitration against Italy was submitted in September 2025, the costs of which are borne by the Specialist Fund under the Monetisation Agreement.

 

The Monetisation Agreement continues to be recognised as a financial instrument at fair value through profit or loss in accordance with IFRS 9. The fair value reduced from US$58.2 million to US$22.1 million in the year, through a combination of changes in fair value and foreign exchange, resulting in a loss of US$42.9 million recognised in other expenses. The fair value of US$22.1 million is presented within non-current financial assets at 31 December 2025, reflecting the expected long-term timing of any future recovery from the resubmitted arbitration.

 

Under the terms of the Insurance, to the extent Rockhopper makes any future financial recovery from the resubmitted arbitration or otherwise, after deducting reasonable costs and expenses, that recovery will be utilised to reimburse the insurers. Management has determined that this repayment obligation is a financial liability within the scope of IFRS 9 and has recognised a non-current liability of US$21.6 million representing its fair value, estimated on the same probability-weighted basis as the Tranche 3 proceeds and capped at an undiscounted value of €31 million.

 

FINANCE INCOME AND EXPENSE

 

Finance income for the year was US$2.1 million (2024: US$1.9 million), comprising the unwinding of the discount on the fair value of the Monetisation Agreement prior to annulment of US$1.2 million (2024: US$1.3 million) and bank and deposit interest of US$0.9 million (2024: US$0.6 million).

 

Finance expense increased to US$2.4 million (2024: US$0.3 million), principally reflecting interest of US$2.2 million accruing on the co-venturer loan provided by Navitas in connection with the Sea Lion pre-FID expenditure programme (2024: US$0.2 million). The cumulative balance of this loan, including accrued interest, at the year end was US$52.5 million (2024: US$15.4 million).

 

CASH MOVEMENTS AND CAPITAL EXPENDITURE

 

As at 31 December 2025, the Group had cash and cash equivalents of US$157.6 million (31 December 2024: US$0.9 million) and term deposits of US$13.4 million (31 December 2024: US$20.0 million). In addition, US$8.2 million of cash held within Rockhopper Civita Limited is presented within assets classified as held for sale, being ring-fenced in accordance with the terms of the disposal agreement. Together with the undrawn committed Senior Debt Facility of US$350 million, total available liquidity at the year end was US$521.0 million.

 

Cash flows from operating activities generated US$29.5 million (net of working capital movements and before tax). Tax paid in the year was US$5.3 million, principally comprising the first two instalment payments under the FIG Settlement Deed totalling GBP3 million. The principal cash movements during the period are set out below:

 

	US$m
Opening cash (31 December 2024)	0.9
Cash generated from operating activities	29.5
Tax paid	(5.3)
Term deposits (net release)	8.2
Purchase of PPE and intangibles	(0.0)
Exercise of share options	0.2
Issuance of shares and warrants (net of costs)	135.0
Loan funding (co-venturer loan)	9.1
Prepaid financing costs	(12.8)
Exchange gain on cash	1.0
Closing cash per cash flow statement (31 December 2025)	165.8
Less: cash within assets held for sale (Rockhopper Civita)	(8.2)
Cash and cash equivalents per balance sheet	157.6

 

Additions to exploration and evaluation assets during the year of US$58.4 million (2024: US$14.7 million) relate to the Sea Lion development and were funded primarily through the pre-FID co-venturer loan facility provided by Navitas.

 

Following FID and financial close, all exploration and evaluation assets of US$329.2 million were reclassified to development and production assets within property, plant and equipment at 31 December 2025. An impairment assessment was performed immediately prior to reclassification in accordance with IAS 36, using a Value in Use discounted cash flow approach with a pre-tax discount rate of 8.08%, and no impairment was identified. Post-FID capital commitments of US$579 million have been approved in connection with the Sea Lion Phase 1 development programme.

 

OTHER RECEIVABLES

 

Other receivables at 31 December 2025 were US$18.7 million (2024: US$62.3 million). The significant decrease reflects the cash receipt of the €31 million insurance proceeds in August 2025 and the reclassification of the Monetisation Agreement fair value to non-current financial assets, partially offset by an increase in prepayments. Prepayments of US$18.0 million at 31 December 2025 principally comprise prepaid costs and loan arrangement fees relating to the Senior Debt Facility, which will be capitalised and amortised over the term of the facility.

 

The fair value of the Monetisation Agreement of US$22.1 million is presented as a non-current financial asset at 31 December 2025 (2024: US$58.2 million within current other receivables), reflecting the expected long-term timing of any future recovery from the resubmitted arbitration.

 

TAXATION

 

On 9 December 2025 the Company and the Falkland Islands Government ("FIG") entered into a final Settlement Deed in respect of the historic tax uncertainty arising from the 2012 and 2022 farm-outs. The Settlement Deed provides for total payments of GBP30 million in eight instalments linked to the Sea Lion development timeline. The first two instalments totalling GBP3 million were paid in December 2025. The Settlement Deed also operates to settle any tax liability arising in connection with the 2022 farm-out to Navitas Petroleum.

 

The liability has been discounted at 10% per annum, being the rate inherent in the Settlement Deed for early payment, giving a present value of GBP15.5 million (US$20.9 million) at 31 December 2025. No further instalments fall due within twelve months of the balance sheet date, with all remaining payments linked to the timing of First Oil, which is not expected until 2028; accordingly the full carrying value is presented within non-current liabilities.

 

The net tax credit of US$3.8 million (2024: charge of US$30.4 million) reflects: a current tax charge of US$1.0 million, comprising a prior year adjustment of US$1.9 million mainly arising from the remeasurement of the FIG Settlement Deed liability; and a deferred tax credit of US$6.7 million reflecting the reduction in deferred tax liabilities in the year.

 

EQUITY AND FINANCING

 

In December 2025 the Company completed an equity fundraise by way of a Placing and Subscription at an issue price of 53 pence per Unit, raising gross proceeds of US$142 million. Each Unit comprised one new Ordinary Share and, for every four new Ordinary Shares subscribed for, one Warrant exercisable at 80 pence per Ordinary Share. The Placing utilised a cashbox structure in accordance with section 612 of the Companies Act 2006, with the premium on the ordinary shares recognised within the merger reserve. Net proceeds received in the year, after costs of US$7.0 million, were US$135.0 million.

 

As a result of the fundraise and the exercise of share options during the year, total equity increased to US$347.2 million at 31 December 2025 (2024: US$248.4 million). The weighted average number of shares in issue during the year was 645.7 million (2024: 643.6 million). A basic loss per share of 6.15 cents is reported (2024: earnings per share of 7.40 cents).

 

Subsequent to the year end, the Company completed an Open Offer to Qualifying Shareholders at the same issue price of 53 pence per share, raising gross proceeds of approximately GBP6.9 million (approximately US$9.2 million) through the issue of 13,188,036 new ordinary shares. Admission took place on 21 January 2026, at which date the Company's total issued share capital comprised 860,504,777 ordinary shares.

 

LIQUIDITY, COUNTERPARTY RISK AND GOING CONCERN

 

The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements, being to 30 June 2027 (the "Assessment Period").

 

At 31 December 2025, the Group had cash and cash equivalents of US$157.6 million, term deposits of US$13.4 million and an undrawn committed Senior Debt Facility of US$350 million, providing total available liquidity of US$521.0 million. The Group is pre-revenue and has not yet achieved first oil.

 

The base case cash flow forecast, which incorporates the Sea Lion Phase 1 development programme consistent with the approved banking model together with corporate and administrative expenditures and tax obligations, indicates that the Group's existing cash resources are sufficient to meet all committed expenditure within the Assessment Period. The Directors are satisfied that, having regard to the contingencies in the approved cost estimate, the Equity Overrun Support mechanism, and the cost-sharing structure under the Co-Venturer Loan arrangements under which the Group is required to fund only one-third of its share of project capital costs prior to completion, the Group's funding position is resilient to reasonably foreseeable cost movements within the Assessment Period. Sensitivity analysis, including a reasonable downside scenario modelling gross capital expenditure increases above the base case, confirms that the Group maintains sufficient liquidity under all scenarios considered.

 

First drawdown under the Senior Debt Facility is forecast to occur toward the end of the Assessment Period. Management has reviewed the conditions precedent to first drawdown and considers all are reasonably capable of being satisfied in accordance with the project timeline.

 

The Directors do not consider that any material uncertainty exists that would cast significant doubt on the Group's ability to continue as a going concern within the Assessment Period. Accordingly, they consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

Rockhopper's only material asset is its 35% non-operating interest in the Sea Lion Phase 1 development. All principal risks therefore relate to this single asset. A full description of each risk and the mitigating actions taken by the Board is set out in the Principal Risks and Uncertainties section of the Strategic Report.

 

-    Funding and capital structure: The Group is fully funded to First Oil under its base case, supported by the US$350 million Senior Debt Facility, the Navitas Post-FID Loan and Underwriting Warrants; material cost overruns beyond the funded contingencies could require additional capital.

 

-    Cost overrun: Phase 1 gross capital costs are estimated at approximately US$1.7 billion; whilst lump sum contracts have been awarded for major scopes and contingency is included, global supply chain pressures could drive costs above the current estimate.

 

-    Oil price: Sea Lion has a certified breakeven below US$24 per barrel, providing significant headroom; a sustained material decline in oil prices would nonetheless reduce project returns and could affect future financing.

 

-    Project execution: All Phase 1 workstreams are on track against the H1 2028 First Oil target; execution risks inherent in a large remote offshore development remain, including subsea installation, drilling and on-island infrastructure.

 

-    Geopolitical - sovereignty: The sovereignty of the Falkland Islands is disputed by Argentina; whilst no operational disruption has been experienced, the dispute represents a background risk to the project environment.

 

-    Non-operator governance: As a 35% non-operating partner, Rockhopper does not control day-to-day development decisions; it participates actively in JV governance and Navitas is a funded, committed operator.

 

-    Energy transition: Lender appetite for oil and gas financing has narrowed; project financing has been secured and Financial Close achieved, and the Group's focus is on maintaining full compliance with the ESG commitments attached to the debt facility.

 

-    Physical climate: The South Atlantic operating environment carries inherent weather risk; vessels, equipment and operations are specified for the metocean conditions and the project budget includes appropriate weather contingency.

 

-    Italian disposal: Completion of the sale of Rockhopper Civita Limited remains subject to Italian regulatory approval, with the long-stop date extended to 30 June 2026.

 

-    HSE and security: No HSE incidents have been recorded to date; the project complies with all applicable HSSE obligations in accordance with regulatory and project financing requirements, and execution strategies are adapted to manage geopolitical security risks.

 

-    People and organisation: As a small company with a single material asset, Rockhopper is reliant on a focused team; the Remuneration Committee regularly reviews compensation to retain key individuals through the development phase.

 

 

CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2025
	Notes		2025 $'000	2024 $'000
Exploration and evaluation expenses	4		(254)	(393)
Administrative expenses	5		(9,770)	(3,330)
Charge for share based payments	8		(146)	(76)
Foreign exchange movement	9		2,981	170
Results from operating activities			(7,189)	(3,629)
Other income	10		35,179	79,802
Other expenses	10		(69,726)	(1,024)
Finance income	11		2,086	1,927
Finance expense	11		(2,354)	(296)
(Loss)/ profit before tax			(42,004)	76,780
Tax credit/(expense)	12		3,825	(30,421)
(Loss)/profit from continuing operations			(38,179)	46,359
(Loss)/ profit for the year from discontinued operations	13		(1,502)	1,253
(Loss)/ profit attributable to equity shareholders of the parent company			(39,681)	47,612
(Loss)/profit per share attributable to the equity shareholders of the parent company: cents
Basic	14		(6.15)	7.40
Diluted	14		(6.15)	7.28
Basic (continuing operations)	14		(5.91)	7.20
Diluted (continuing operations)	14		(5.91)	7.09

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2025
	2025	2024
	$'000	$'000
(Loss)/ profit for the year	(39,681)	47,612
Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations	3,154	(2,094)
Total comprehensive (loss)/ profit for the year	(36,527)	45,518
The notes on pages 57 to 81 form an integral part of these consolidated financial statements.