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REG - Clontarf Energy PLC - Preliminary Results

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RNS Number : 0036C  Clontarf Energy PLC  08 June 2023

 

 

8(th) June 2023

 

 

Clontarf Energy plc

("Clontarf" or "the Company")

 

Preliminary Results for the Year Ended 31 December 2022

 

 

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 2022.

The Company expects to shortly publish its 2022 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
(http://clontarfenergy.com) or contact:

 

 Clontarf Energy                    +353 (0) 1 833 2833

 David Horgan, Chairman

 Jim Finn, Director

 Nominated & Financial Adviser      +44 (0) 20 7409 3494

 Strand Hanson Limited

 Rory Murphy

 Ritchie Balmer
 Broker                                     +44 (0) 207 399 9400

 Novum Securities Limited

 Colin Rowbury

 Public Relations                   +44 (0) 207 138 3206

 BlytheRay

 Megan Ray

 Teneo                              +353 (0) 1 661 4055

 Luke Hogg

 Alan Tyrrell

 

 

 

 

Chairman's Statement

 

The principal activities for Clontarf Energy plc ("Clontarf" or the "Company")
during this period were driving ahead its lithium business in South America,
by identifying and announcing the NEXT-ChemX Bolivian joint venture with
NEXT-ChemX Corporation ("NEXT-ChemX"). It is expected that the joint venture
will demonstrate the technical, commercial and environmental feasibility of
NEXT-ChemX's ion-Targeting Direct lithium Extraction ("iTDE") technology in
Bolivia.

 

This process included further sampling in priority salt-lakes, as well as
working with regulatory bodies and other licence-holders to collect
representative samples. The first phase of sample analysis is confirming past
laboratory testing of synthetic brines. This process includes fine-tuning the
process so as to facilitate large-scale pilot plant testing, which should
follow successful laboratory test-work.

 

Ongoing discussions with Bolivia's State Lithium Company, which is tasked with
leading Bolivia's entry to international markets under the 2017 Lithium Law,
have been a priority.

 

The Company has also agreed, with the relevant title-holders, to test priority
brines from privately-held salt-lakes in Argentina and Chile. These are also
included in the NEXT-ChemX joint venture on Direct Lithium Extraction ("DLE").

 

For many years Clontarf has promoted Bolivia's brine potential, especially for
Lithium. Until recently, markets were sceptical about demand projections, as
well as the need for higher purities and minimising problematic residuals. Now
these needs are widely understood, with high demand growth forecast by US, EU
and British authorities. Rising quality requirements have also boosted prices,
increasing the sector's profitability.

 

But at the very time when demand is surging, there has been subdued investment
in development and especially exploration. There has been opposition to
expanding European mines, especially, often most vigorously from those
simultaneously clamouring for a "Green transition". Even high levels of
recycling cannot fuel a rapidly expanding market. A further complication is
that recycling recoveries are often low, due to how such minerals are
combined, in small percentages, in complex products like batteries.

 

Such rising demand for most resources, especially critical metals and
minerals, cannot be supplied from existing sources, by traditional methods.
Output and quality need to be increased simultaneously, while minimising use
of water, space, ore and other materials - and all with a limited
environmental footprint.

 

The Directors believe the only way these lithium demand needs can be served at
scale is through DLE. Traditional evaporation ponds allied with chemical
precipitation work too slowly and imperfectly - often with recoveries of only
40% to 60%. But so far there is no commercial DLE working worldwide.

 

In April 2023, a senior Bolivian government official asked how could we be so
confident when there is currently no operating, commercial DLE facility in
South America?

 

We answered that setting objectives gives substance to the vision. By naming
DLE we make it possible. After that, it's about resources and perseverance -
as long as the processes doesn't defy the laws of chemistry or physics. There
is also scope for serendipity - a mouldy growth spotted by Fleming's inquiring
eye opening the door to antibiotics.

 

For years we have worked in industrial minerals, investigating emerging
technologies in Germany, the USA and Asia. Some techniques achieved reasonable
output, but at low recoveries. Some delivered good output, but with
deleterious contaminants and inadequate grade. A few deliver acceptable
purities, but not commercially.

 

The mining industry is conservative, lacking imagination, fearing the alien
and disruptive. It has necessarily focused on burning lithium-rich hard rock
ores, mainly in Western Australia and southern Africa. However, few ores have
the grade and minerology necessary to produce adequate lithium salt volumes in
such ways. Burning rocks for days at 800 °C, usually in coal-fired Chinese
furnaces, is too dirty to be credibly clean enough for the "Green transition"
of electric vehicles (EVs) or grid storage. EV buyers now account for 80% of
lithium demand, and it is only a matter of time until they become more
discriminating.

 

Traditional miners tend to resist alternative thinking, merely extending what
worked before. But incremental innovation cannot satisfy anticipated demand
growth. The extractive industry must provide a "fair trade" lithium, which is
low emission and low water use, but also able to deliver sustainable volumes
for many years, and whose economic benefits are fairly shared with local
people.

 

Breakthroughs require innovative thinking, which rarely unfolds in an orderly,
predictable, or easily managed way. You must imagine solutions that are not
yet there. One answer is to find a successful process working in different
applications, in other jurisdictions.

 

Innovation occurs elsewhere and is applied in new ways: working with our joint
venture partners, NEXT-ChemX, we identified techniques that had previously
purified fluids of radioactive elements through a technique mimicking the
human kidney. This avoids the need for high water, or power usage,
facilitating a continuous process, rather than batch process.

 

This cutting-edge extraction technology concentrates desired ions (e.g. Li+)
by drawing them out of a solution (such as a brine) across a special purpose
membrane using a technology iTDE, which can work in low concentrations.

 

Such inventions are the tangible realising of a vision. Even creators may not
initially see the whole potential, or disruption as invention destroys the
cherished and understood past. That's why incumbents are so reluctant to
disrupt, because innovation is emerging, and non-linear creative destruction.

 

It has been harder to get investors excited about oil & gas exploration.
For juniors to boom we really need a positive stock market, and ideally a
strong farm-out market.

 

Over recent months we have transferred funds to our Australian 10% Working
Interest, on which the partners drilled the Sasanof-1 well in May/June 2022.
While this well did not flow commercial hydrocarbons, it showed that 1,000m
offshore wells can again be funded. Clontarf's liquidity and international
contacts helped attract funding above the share price. That punter optimism
slowed with the non-commercial well and moderating of the Asian LNG price to
circa $11 per million BTU. The strong recovery in Asian demand, as China
emerged from a series of lock-downs, and the desire to displace coal, promised
future demand growth. A possible concern is the Australian Federal Government
policy review on fossil fuel exports (which may import EPA approvals for new
projects) - though the WA State authorities remain supportive.

 

The ongoing war in Ukraine, and sabotage of the Nordsteam pipelines (with a
combined capacity of 110bcm - vs the pre-war Russian gas exports to Europe of
155bcm) now make Liquified Natural Gas ("LNG") critical for the European gas
market.

 

As well as this Clontarf has restored contacts with the Ghanaian authorities to update the acreage to be explored and resuscitate the ratification of its signed Petroleum Agreement on Tano 2A Block. Slowness in ratification of signed contracts had constrained the development of Ghana's oil and gas industry. The current Ghanaian government has indicated its determination to recover momentum, working with the IMF to overcome Covid-19 and legacy liabilities. Ghanaian fiscal terms remain competitive, while West African infrastructure steadily improves.

 

To expedite the long-delayed ratification of our acreage, the authorities have floated the proposal for alternative acreage, in the neighbouring region. While some of the acreage has interesting plays that would attract interest in a better market, it does not compare with the original Tano 2A acreage - or indeed, neighbouring acreage bordering discoveries since 2008. We are keen to work out a mutually attractive solution that will enable ratification and bringing in of larger partners to explore this acreage, and hopefully develop any discovery.

 

We remain in contact on Chad (where we signed a Memorandum of Understanding in 2020) and other prospective African countries. So far, the main hurdle has been the requested fiscal terms - which reflect the hot market of 2003 through 2014, rather than current investor hostility to petroleum and the retrenchment of some western majors who would otherwise be our go-to partners for such frontier exploration.

 

However, the petroleum industry is cyclical, and the extreme under-investment in the sector since 2010 is now creating shortages as demand recovers, especially in Asia. Demand for oil, gas and even coal are now at or near historic records, while investment is mostly limited to developments of existing Blocks in mature basins. That will change.

 

Financial markets and farm-out interest in petroleum had been depressed since the oil price war starting in 2014 and continuing periodically until 2022. This had constrained our options for early seismic or wells in Ghana or Chad. But recent price volatility shows that major new investment is required to service global demand. Clontarf plans to participate in the coming boom.

 

Anticipated lithium salts' demand cannot be served without developing DLE
technology, including on several Bolivian salt-lakes. We are now involved in a
sample testing process, and additionally expect that the Bolivian Lithium Law
will be updated to confirm the legal basis for Joint Ventures with the
authorities.

 

In oil and gas, the tightening hydrocarbons' supply-demand balance promises a
revival of exploration and the farm-out market.

 

The resurgence of interest in African exploration and development may lead to
additional proposals in the coming months.

 

In summary, Clontarf has progressed its interests in Bolivia, Australia, and
Africa, maintaining cordial communications with the relevant authorities, and
has continued to operate efficiently on minimal expenditure.

 

Funding

Clontarf has successfully fundraised two times since May 2022. With the greatest interest among Australian and Asian investors. Subject to technical verification of its exploration projects, and permitting, Clontarf is confident of adequate funding, whether in London or Australia, for near to medium term ongoing activities.

 

 

 

David Horgan

Chairman

7(th) June 2023

CLONTARF ENERGY PLC

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 

                                                  2022                                     2021

                                                  £                                        £

 Administrative expenses                          (671,352)                                (401,427)
 Impairment of exploration and evaluation assets  (4,095,294)                              (62,074)

 Loss from operations                             (4,766,646)                              (463,501)

 Loss before tax                                  (4,766,646)                              (463,501)
 Income tax                                       -                                        -

 Total comprehensive income                       (4,766,646)                              (463,501)

 Earnings per share attributable to the ordinary equity holders of the parent
                                                  2022                                     2021
                                                  Pence                                    Pence

 Loss per share - basic and diluted               (0.26)                                   (0.06)

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 

 

 

 

                              2022          2021

                              £             £
 Assets
 Non-current assets
 Intangible assets            868,043       868,043
                              868,043       868,043
 Current assets
 Other receivables            -             1,934
 Cash and cash equivalents    931,902       344,253
                              931,902       346,187
 Total assets                 1,799,945     1,214,230

 Liabilities
 Current liabilities
 Trade and other liabilities  (3,026,514)   (1,485,848)
 Total liabilities            (3,026,514)   (1,485,848)
  Net liabilities             (1,226,569)   (271,618)

 Equity
 Share capital                5,927,065     2,177,065
 Share premium reserve        10,985,758    10,985,758
 Share based payment reserve  247,838       186,143
 Retained deficit             (18,387,230)  (13,620,584)
 Total equity                 (1,226,569)   (271,618)

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 

 

                                        Share      Share       Share     Retained      Total

                                        Capital    Premium     Based     Deficit        Equity

                                        £           Reserve    Payment   £             £

                                                   £           Reserve

                                                               £

 At 1 January 2021                      1,792,450  10,900,373  103,879   (13,157,083)  (360,381)
 Issue of share capital                 384,615    115,385     -         -             500,000
 Share issue expenses                   -          (30,000)                            (30,000)
 Share based payment charge             -          -           82,264    -             82,264
 Total comprehensive loss for the year  -          -           -         (463,501)     (463,501)
 At 31 December 2021                    2,177,065  10,985,758  186,143   (13,620,584)  (271,618)

 Issue of share capital                 3,750,000  -           -         -             3,750,000
 Share based payment charge             -          -           61,695    -             61,695
 Total comprehensive loss for the year  -          -           -         (4,766,646)   (4,766,646)
 At 31 December 2022                    5,927,065  10,985,758  247,838   (18,387,230)  (1,226,569)

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 

                                                     2022         2021

                                                     £            £

 Cash flows from operating activities
 Loss for the year                                   (4,766,646)  (463,501)
 Adjustments for
 Share based payment charge                          61,695       82,264
 Foreign exchange loss                               3,442        1,516
 Impairment of exploration and evaluation assets     4,095,294    62,074
                                                     (606,215)    (317,647)

 Movements in working capital:
 Decrease/(Increase) in other receivables            1,934        (148)
 Increase in trade and other payables                1,540,666    119,141
 Net cash used in operating activities               936,385      (198,654)

 Cash flows from investing activities
 Additions to exploration and evaluation assets      (4,095,294)  (15,000)
 Net cash used in investing activities               (4,095,294)  (15,000)

 Cash flows from financing activities
 Issue of Ordinary Shares                            3,750,000    500,000
 Share issue expenses                                -            (30,000)
 Net cash generated from financing activities        3,750,000    470,000

 Net cash increase in cash and cash equivalents      591,091      256,346
 Cash and cash equivalents at the beginning of year  344,253      89,423
 Exchange loss on cash and cash equivalents          (3,442)      (1,516)
 Cash and cash equivalents at the end of the year    931,902      344,253

 

 

 

 

 

 

 

 

 

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 2022. The financial
statements have been prepared in accordance with the Companies Act 2006.

 

2.    LOSS 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
earnings per share is computed by dividing the profit or 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.

 

                                                2022           2021

                                                £              £
 Numerator

 For basic and diluted EPS Loss after taxation  (4,766,646)    (463,501)

 Denominator                                    No.            No.

 For basic and diluted EPS                      1,856,031,596  817,717,558

 Basic EPS                                      (0.26p)        (0.09p)
 Diluted EPS                                    (0.26p)        (0.09p)

 The following potential Ordinary Shares are anti-dilutive and are therefore
 excluded from the weighted average number of shares for the purposes of the
 diluted earnings per share:

                                                No.            No.

 Share options                                  40,500,000     40,500,000

 

 

3.    GOING CONCERN

The Group incurred a loss for the year of £4,766,646 (2021: £463,501) and
had net current liabilities of £2,094,612 (2021: £1,139,661) 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 £1,525,565 (2021:
£1,420,565) 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 after end of 2024.

 

The Group had a cash balance of £931,902 (2021: £344,253) 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 16
January 2023 the Group raised £1,300,000 on a placing and a further £350,000
was raised on 1 June 2023, further information is detailed in Note 6 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

 

                     Group       Group

                     2022        2021

                     £           £
 Cost
 At 1 January        8,640,329   8,625,329
 Additions           4,095,294   15,000
 At 31 December      12,735,623  8,640,329

 Impairment
 At 1 January        7,772,286   7,710,212
  Impairment         4,095,294   62,074
 At 31 December      11,867,580  7,772,286

 Carrying Value:
 At 1 January        868,043     915,117
 At 31 December      868,043     868,043

 Segmental analysis
                     Group       Group

                     2022        2021

                     £           £
 Bolivia             -           -
 Ghana               868,043     868,043
                     868,043     868,043

 

 

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.

On 9 May 2022 the Company 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 consideration comprised of a cash consideration of
US$4,000,000, and 100,000,000 ordinary shares of 0.25p each in the Company. In
the event of a discovery being declared 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 would be plugged and permanently abandoned.
De-mobilisation activities commenced. Accordingly, the total costs of
£4,095,294 incurred on the Sasanof-1 Well were written off in full in the
current year.

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
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.

 

The Directors believe that there were no facts or circumstances indicating
that the carrying value of the remaining 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 £Nil (2021: £15,000) of
Directors' remuneration. The remaining balance pertains to the amounts
capitalised to the respective projects held by the entity.

 

5.    TRADE AND OTHER PAYABLES

                                             Group      Group

                                             2022       2021

                                             £          £

 Trade payables                              56,575     48,783
 Creditor - Western Gas                      553,133    -
 Other accruals                              16,500     16,500
 Other payables                              1,525,565  1,420,565
 Cash received in advance for share placing  870,022    -
 Related parties                             4,719      -
                                             3,026,514  1,485,848

 

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 the majority of payments are 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 to Directors' remuneration of £1,525,565
(2021: £1,420,565) accrued but not paid at year end.

 

Creditor - Western Gas relate to cash calls due for costs incurred on the
Sasanof-1 Well accrued but not paid at period end.

 

6.    SHARE CAPITAL

 Deferred Shares - nominal value of 0.24p (2021: Nil)
                                Number                        Share Capital  Share Premium

                                                              £              £
 At 1 January 2022              -                             -              -
 Transfer from ordinary shares  2,370,826,117                 5,689,982      -
 At 31 December 2022            2,370,826,117                 5,689,982      -

 Ordinary Shares - nominal value of 0.01p (2021: 0.25p)
 Allotted, called-up and fully paid:
                                Number                        Share Capital  Share Premium
                                                              £              £

 At 1 January 2021              716,979,964                   1,792,450      10,900,373
 Issued during the year         153,846,153                   384,615        115,385
 Share issue expenses           -                                            (30,000)
 At 31 December 2021            870,826,117                   2,177,065      10,985,758

 Issued during the year         1,500,000,000                 3,750,000      -
                                2,370,826,117                 5,927,065      10,985,758
 Transfer to deferred shares                                  (5,689,982)    -
 At 31 December 2022            2,370,826,117                 237,083        10,985,758

 

Movements in issued share capital

On 6 May 2021 the Company raised £500,000 via a placing of 153,846,153
ordinary shares at a price of 0.325p per share. Proceeds raised were used to
provide additional working capital and fund development costs.

 

On 27 April 2022  the Company raised £3,500,000 via a placing of
1,400,000,000 ordinary shares at a price of 0.25p per share. Proceeds raised
were used to finance the drilling of the Sasanof-1 Well in Western Australia.

 

On 9 May 2022, as part of the acquisition of a 10% interest in the Sasanof-1
Well, the Company issued 100,000,000 shares at a price of 0.25p per share to
Western Gas Australia

 

On 4 August 2022 the 2,370,826,117 issued ordinary shares were subdivided via
ordinary resolution into 2,370,826,117 ordinary shares of 0.01p each and
2,370,826,117 deferred shares of 0.24p each.

 

Share Options

A total of 40,500,000 share options were in issue at 31 December 2022 (2021:
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
granted to individuals and Directors will vest 3 years from the period that
the awards relates.

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.

 

Share Options

 

                                   31 December 2022                                      31 December 2021
                                   Options     Weighted average exercise price in pence  Options     Weighted average exercise price in pence
 Outstanding at beginning of year  40,500,000  0.7                                       40,500,000  0.7
 Issued                            -           -                                         -           -
 Expired                           -           -                                         -           -
 Outstanding at end of year        40,500,000  0.7                                       40,500,000  0.7

 Exercisable at end of year        40,500,000  0.7                                       30,500,000  0.7

 

 

During 2019 40,500,000 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:

 

Grant 2 October 2019

Weighted average share price at date of grant (in pence)
 
                    0.7p

Weighted average exercise price (in pence)
 
                                   0.7p

Expected volatility
 
 
     116.23%

Expected life
 
 
              7 years

Risk free rate
 
 
                 1.3%

Expected dividends
 
 
       none

 

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 (2021: £Nil) and expensed costs of
£61,695 (2021: £82,264) relating to equity-settled share-based payment
transactions during the year.

 

Warrants

 

                                   31 December 2022                                       31 December 2021
                                   Warrants     Weighted average exercise price in pence  Warrants   Weighted average exercise price in pence
 Outstanding at beginning of year  -            -                                         -          -
 Issued                            435,683,300  0.25                                      -          -
 Expired                           -            -                                         -          -
 Outstanding at end of year        435,683,300  0.25                                      -          -

 

On 12 January 2022 the Company issued 435,683,300 warrants over ordinary
shares to the Directors who have accrued salary not paid to them since 2010.
The accrued liability as at 31 December 2021 for the three longest serving
Directors (Dr Teeling, Mr Horgan and Mr Finn) was £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 have
been 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:

 

                                      Accrued salary (£)   Warrants exercisable at conversion price of 0.25p per share

 David Horgan                         £569,037             184,937,025
 John Teeling (resigned 1 July 2022)  £395,704             128,603,800
 James Finn                           £375,823             122,142,475

 

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.

 

 

8.    OTHER RESERVES

                              Share Based Payment Reserve

                              £

 Balance at 1 January 2021    103,879
 Vested during the year        82,264
 Balance at 31 December 2021  186,143
 Vested during the year        61,695
 Balance at 31 December 2022  247,838

 

 Share Based Payment Reserve

The share based payment reserve arises on the grant of share options under the
share option plan as detailed in Note 7.

 

 

9.    RETAINED DEFICIT

 

                    2022          2021
                    £             £
 Opening Balance    (13,620,584)  (13,157,083)
 Loss for the year  (4,776,646)   (463,501)
 Closing Balance    (18,387,230)  (13,620,584)

 

Retained Deficit

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

 

 

10.  POST BALANCE SHEET EVENTS

On 16 January 2023 the Company has raised £1,300,000 (before expenses) via
the placing of, and subscription for, 2 billion new ordinary shares 0.01p each
in the Company, via several Australian based brokers, at a price of 0.065p per
Placing Share.

 

The net proceeds of the Placing will be used to advance Clontarf's lithium
projects in Bolivia, and petroleum projects in Ghana, Australia, and
elsewhere.

 

On 17 January 2023 following long-term, incentive share options the Company
granted over, in aggregate, 160,000,000 ordinary shares of 0.01p each in the
Company. The Options vest immediately, have an exercise price of 0.0725p and
an expiry date of 16 January 2030. The exercise price represents a premium of
c. 4% to the closing price on 16 January 2023, being the last trading day
before the award of the Options.

The Options have been awarded as follows:

 

                                                                     Number of Share Options granted

 David Horgan, Chairman                                              60,000,000
 Peter O'Toole, Independent Non-Executive Director                  40,000,000
 James Finn, Financial Director and Company Secretary               40,000,000
 Dipti Mehta, Financial Controller                                   20,000,000

 

On 15 February 2023 the Company announced a heads of agreement around the
potential formation of a 50:50 Joint Venture with US based, OTC Markets
traded, technology company, NEXT-ChemX Corporation ("NCX") covering testing,
marketing, and deploying of NCX's proprietary (patent pending) DLE technology
in Bolivia.

 

Further on 5 May 2023 the Company announced that all conditions precedent have
now been satisfied with respect to the JV with Next-ChemX. In this regard the
Company has paid NCX US$500,000 and has issued 385 million new Ordinary shares
in the capital of Clontarf of which half will be subject to a 12 month
lock-in.

 

On 1 June 2023 the Company announced it had raised £350,000 (before expenses)
via the placing of, and subscription for, 437,500,000 new ordinary shares of
0.01p each in the capital of the Company at a price of 0.08p per Placing
Share.

 

The net proceeds of the Placing will be used to advance Clontarf's lithium
projects in Bolivia, and neighbouring countries, as well as on petroleum
projects in Ghana, Australia, and elsewhere.

 

There are no other post balance sheet events apart from those noted above.

 

11.  ANNUAL GENERAL MEETING

The Company's Annual General Meeting will be held on Thursday 13(th) July 2023
at 11.00am at Canal Court Hotel, Merchants Quay, Newry, BT35 8HF, United
Kingdom. Further information, including the Notice of Annual General Meeting,
will be provided shortly.

 

12.  GENERAL INFORMATION

The financial information set out above does not constitute the Company's
audited financial statements for the year ended 31 December 2022 or the year
ended 31 December 2021. The financial information for 2021 is derived from the
financial statements for 2021 which have been delivered to Companies House.
The auditors had reported on the 2021 statements; their report was unqualified
and did not contain a statement under section 498(2) or 498(3) of the
Companies Act 2006. The financial statements for 2022 will be delivered to
Companies House.

 

A copy of the Company's Annual Report and Accounts for 2022 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 (http://www.clontarfenergy.com) . Copies of
the Annual Report will also be available for collection from the Company's
registered office, Suite 1, 7(th) Floor, 50 Broadway, London, SW1H 0BL.

 

 

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.   END  FR UPUQAQUPWGAM

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