Lansdowne Oil and Gas PLC

Interim / Quarterly Report • Oct 27, 2025

National Storage Mechanism | Additional information

RNS Number : 8535E

Lansdowne Oil & Gas plc

27 October 2025

27 October 2025

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

Interim Results for the six months ended 30 June 2025

Lansdowne Oil & Gas ("Lansdowne" or "the Company") is pleased to announce its unaudited results, for the six months ended 30 June 2025.

First half Highlights

Operational

Ireland

·    Energy Charter Treaty Barryroe Oil and Gas Field (SEL 1/11)

o  The Company continued to engage with other parties, that are qualifying investors under the terms of the Energy Charter Treaty, to advance a claim for compensation for Ireland's refusal to award a Lease Undertaking for the Barryroe Oil and Gas field.

o  Working through contracted legal advisers a great deal of information has been provided to a potential third-party litigation funder that has expressed interest in funding the claim.

o  A conclusion to this process is expected in the very near future.

o  There can, however, be no guarantee of a positive outcome.

·      Helvick Oil Field Lease Undertaking

o  The extension to this Lease Undertaking remains under consideration by DECC.

Reverse Take Over

·    Work advanced throughout the first half of the year to complete the necessary documentation for a Reverse Take Over of the targeted company.

Financial highlights

·    Cash balances at 30 June 2025 of £0.013million (31 December 2024: £0.011 million).

·    Loss for the period after tax of £ 0.337 million (2024: loss £0.138 million).

·    Loss per share of 0.02pence (2024: loss 0.01 pence).

·    In January 2025 and March 2025, the Company announced the completion of a further Convertible Loan Agreement with existing shareholders, for £45,000 and £50,000 respectively, on the same terms as those issued in September 2024.

·    These terms are unsecured, carry no interest, and shall be converted into New Ordinary Shares at the time of completing a reverse takeover, subject to shareholder approval for the extension of share issuance authorities. The conversion price is 0.1 pence or a 20% discount to the share issue price at the time of the reverse takeover.

Post Balance Sheet Events

·    In July 2025 the Company announced the completion of further Convertible Loan Agreement for £50,000 on the same terms as those issued in September 2024, January 2025 and March 2025.

·    The Company's shares continued to be suspended on AIM, awaiting the completion of the planned reverse takeover.

Chairman's Statement

The first half of 2025 proved to be very busy, with work continuing to progress the Company's ECT Claim for the loss of the Barryroe asset and to progress the planned reverse takeover.

Both work streams have continued into the second half of the year. It had been hoped to reach a conclusion of both of these workstreams in the third quarter, but this has slipped into the fourth quarter.

Trading in the Company's shares remains suspended on AIM awaiting a successful conclusion to the planned Reverse Take Over.

Jeffrey Auld

Chairman

For further information please contact:

Lansdowne Oil & Gas plc
Steve Boldy
SP Angel Corporate Finance LLP	+44 (0) 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Richard Hail
Tavira Securities Limited	+44 (0) 20 3192 1739
Joint Broker
Oliver Stansfield

Notes to editors:

About Lansdowne

Lansdowne Oil & Gas (LOGP.LN) is a North Celtic Sea focused, oil and gas exploration and appraisal company quoted on the AIM market.

In May 2023 the application for a Lease Undertaking for the Barryroe oil and gas field, in which Lansdowne held a 20% interest, was refused by the Irish Department of the Environment, Climate and Communications.

In June 2023 Lansdowne announced the commencement of action under the Arbitration Process of the Energy Charter Treaty.

On 20 September 2023, Lansdowne announced that, under AIM Rule 15, the Company had been designated to be a cash shell. Accordingly, the shares of the Company were suspended from trading on AIM as at 07.30am on 21 March 2024 ("Suspension").  

For more information on Lansdowne, please refer to www.lansdowneoilandgas.com .

Lansdowne Oil and Gas plc

Condensed Consolidated Income Statement and Statement of Comprehensive Income

Six month ended 30 June 2025

	Unaudited 6 months ended 30 June '25	Unaudited 6 months ended 30 June '24	Audited Year ended 31 Dec. '24
	£000s	£000s	£000s
Administration expenses	(322)	(138)	(294)
	______	______	_______
Operating loss	(322)	(138)	(294)
Finance costs	(25)	-	(52)
Other gains	10	-	10
	______	______	_______
Loss before tax	(337)	(138)	(336)
Income tax credit	-	-	-
	______	______	______
Loss for the financial period	(337)	(138)	(336)
Other Comprehensive Income	-	-	-
Total comprehensive loss for the financial period	(337)	(138)	(336)
	\=====	\=====	\======
Loss per share (pence)
Basic and diluted	(0.02p)	(0.01p)	(0.02p)
	\=====	\=====	\======

Lansdowne Oil and Gas plc

Condensed Consolidated Statement of Financial Position

As at 30 June 2025

	Unaudited 30 June '25	Unaudited 30 June '24	Audited 31 Dec. '24
	£000s	£000s	£000s
Assets
Non-Current Assets
Intangible assets	-	-	-
	_______	_______	_______
	-	-	-
	_______	_______	_______
Current Assets
Cash and cash equivalents	13	72	11
	_______	_______	_______
	13	72	11
	_______	_______	_______
Total Assets	13	72	11
	\=======	\=======	\=======
Equity & Liabilities
Shareholders' Equity
Share capital	9,175	9,175	9,175
Share premium	31,899	31,899	31,899
Currency translation reserve	-	-	-
Convertible loan reserve	103	-	45
Warrants reserve	115	115	115
Accumulated deficit	(42,845)	(42,310)	(42,508)
	_______	_______	_______
Total Equity	(1,553)	(1,121)	(1,274)
Non-Current Liabilities
Derivative financial liability	55	-	27
Current Liabilities
Trade and other payables	401	160	173
Shareholder loan	1,110	1,033	1,085
	_______	_______	_______
Total Liabilities	1,566	1,193	1,285
	_______	_______	_______
Total Equity and Liabilities	13	72	11
	\=======	\=======	\=======

Lansdowne Oil and Gas plc

Condensed Consolidated Statement of Cash flows

Six months ended 30 June 2025

	Unaudited 6 months ended 30 June '25	Unaudited 6 months ended 30 June '24	Audited Year ended 31 Dec. '24
	£000s	£000s	£000s
Cash flows from operating activities
Loss for the period	(337)	(138)	(336)
Adjustments for :
Interest payable and similar charges	25	-	52
Gain from Derivative liability	(10)	-	(10)
Decrease in trade and other receivables	-	-	5
Increase in trade and other payables	228	59	68
Other charge	1	-	-
	_______	_______	_______
Net cash used in operating activities	(93)	(79)	(221)
Cash flows from investing activities
	_______	_______	_______
Net cash from investing activities	-	-	-
Cash flows from financing activities
Proceeds from the issue of share capital	-	139	139
Cost of raising shares	-	(13)	(13)
Issue of convertible loans	95	-	82
	_______	_______	_______
Net cash from financing activities	95	126	208
	-----------	-----------	-----------
Net increase/(decrease) in cash and cash equivalents	2	47	(13)
Cash and cash equivalents at start of period	11	25	24
	_______	_______	_______
Cash and cash equivalents at end of period	13	72	11
	\=======	\=======	\=======

Lansdowne Oil and Gas plc

Condensed Consolidated Statement of Changes in Equity

Six months ended 30 June 2025

	Share Capital	Share Premium	Convertible loan reserve	Warrants Reserve	Retained Losses	Total
	£000s	£000s	£000s	£000s	£000s	£000s
Unaudited
At 1 January 2024 (restated)	9,159	31,787	-	115	(42,172)	(1,111)
Loss for the period	-	-	-	-	(138)	(138)
	_____	_______	_______	_______	_______	_______
Total comprehensive loss for the period	-	-	-	-	(138)	(138)
Issue of new shares - gross consideration	16	144	-	-	-	160
Cost of share issues	-	(32)	-	-	-	(32)
	---------	---------	---------	----------	----------	----------
At 30 June 2024	9,175	31,899	-	115	(42,310)	(1,121)
	_____	_______	_______	_______	_______	_______
Audited At 1 January 2024	9,159	31,787	-	115	(42,172)	(1,111)
Loss for the period	-	-	-	-	(336)	(336)
	_____	_______	_______	_______	_______	_______
Total comprehensive loss for the period	-	-	-	-	(336)	(336)
Issue of new shares - gross consideration	16	144	-	-	-	160
Issue of convertible loan	-	-	45	-	-	45
Cost of share issues	-	(32)	-	-	-	(32)
	_____	_______	_______	_______	_______	_______
At 31 December 2024	9,175	31,899	45	115	(42,508)	(1,274)
	_____	_______	_______	_______	_______	_______
Lansdowne Oil and Gas plc Condensed Consolidated Statement of Changes in Equity (continued) Six months ended 30 June 2025
Unaudited
At 1 January 2025	9,175	31,899	45	115	(42,508)	(1,274)
Loss for the period	-	-	-	-	(337)	(337)
	_____	_______	_______	_______	_______	_______
Total comprehensive loss for the period	-	-	-	-	(337)	(337)
Issue of convertible loan	-	-	58	-	-	58
	_____	_______	_______	_______	_______	_______
At 30 June 2025	9,175	31,899	103	115	(42,845)	(1,553)
	_____	_______	_______	_______	_______	_______

Lansdowne Oil & Gas plc

Notes to the Interim Condensed Financial Statements

Six months ended 30 June 2025

1.    Basis of Presentation

Accounting Policies

The interim financial information for the six months ended 30 June 2025 has been prepared on the basis of the accounting policies which were adopted in the 2024 Annual Report and Accounts and IAS 34, "Interim Financial Reporting".

The interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The results for the six months to 30 June 2025 and the   interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2024, which have been prepared in accordance with International Accounting Standards (UK IASs). Those 2024 financial statements have been delivered to the Registrar of Companies and include an auditor's report which was unqualified and did not contain a statement under Section 498 of the Companies Act 2006. It did, however, include a material uncertainty related to going concern.  

2.    Going concern 

The Directors have prepared the interim financial information on the going concern basis which assumes that the Group and Company and its subsidiaries will continue in operational existence for the foreseeable future.

As outlined in the 2024 Annual Report, following the refusal of the Irish Minister for the Department of the Environment, Climate and Communications to award a Lease Undertaking for the Barryroe oil and gas field, the £16.4 million intangible asset value was written off.

Lansdowne, however, is continuing to pursue compensation for loss via the Energy Charter Treaty.

In the most recent Competent Persons Report (CPR) produced by RPS in 2022 on the Barryroe oil and gas field Phase 1 development, and solely based upon the Basal Wealden Oil reservoir, P50 gross recoverable oil volumes of 81.2 million barrels were estimated (16.24 million barrels net to Lansdowne), from a Best Estimate of 278 million barrels of oil in place (STOIIP).

An economic evaluation based upon the above 2C resources case, delivered an NPV10% for Lansdowne's 20% share of $104 million (£77 million) under a Brent Oil Price assumption of $68 - $70/barrel.

The Company has joined with other qualifying investors in the Barryroe project to pursue compensation and work continued on the ECT claim throughout the first half of the year.

A great deal of information has been provided to a potential third party litigation funder, that has expressed interest in funding the claim and a final decision is expected in the near future.

Whilst the Company remains confident of the merits of the claim, there can be no guarantee of a favourable outcome to the litigation funding.

Through the first half of the year a great deal of work was also carried out on progressing a Reverse Take Over (RTO) to acquire a new asset and all documents are now at an advanced stage.

A fund-raising is planned to accompany the Reverse Take Over and the process of re-admission of the Company's shares to trading on AIM. This is now expected to occur in the fourth quarter of 2025.

The ability of the Group and Company to continue as a going concern, relies upon successful future equity fund-raising and continued support from the holder of the Company's Loan Note.

The Directors have considered the matters set out above and have concluded that a material uncertainty exists that may cast doubt on the ability of the Group and Company to continue as a going concern.

Nevertheless, after making enquiries considering the uncertainties described above, the Directors consider it appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustment that would result from the going concern basis of preparation being inappropriate.

3.    Loss per share

The loss for the period was wholly from continuing operations.

	Unaudited 6 months ended 30 June '25	Unaudited 6 months ended 30 June '24	Audited Year ended 31 Dec. '24
	£000s	£000s	£000s
Loss per share arising from continuing operations attributable to the equity holders of the Company
- basic and diluted (in pence)	(0.02)	(0.01)	(0.02)
The calculations were based on the following information:
Loss attributable to equity holders of the Company	(337)	(138)	(336)
Weighted average number of ordinary shares
In issue - basic and diluted	1,393,618,337	1,393,618,337	1,393,179,981

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has one class of dilutive potential ordinary shares - share options. As a loss was recorded for all periods reported, the issue of new shares would have been anti-dilutive.

4.    Convertible Loan Notes

In January 2025 and March 2025, the Company announced the completion of a further Convertible Loan Agreement with existing shareholders, for £45,000 and £50,000 respectively. These Convertible Loan Notes were arranged by Tavira Financial Limited, the Company's joint broker, with Directors of the Company and a number of existing shareholders.

The Loans are unsecured, carry no interest, have no maturity date and shall be converted into new ordinary shares of 0.01 pence each in the Company ("New Ordinary Shares") at time of completing a reverse takeover and subject to shareholder approval for the extension of share issuance authorities. The conversion price will be the lower of 0.1 pence (being the share price at the time of suspension on 21 March 2024), or a 20% discount price to the issue price at the time of any issuance of shares alongside a future reverse takeover. As at the date of publication of these interim accounts, the takeover is expected to take place around December 2025.

The net proceeds received £95,000 (after deductible transaction costs of £Nil) from the issue of the convertible loan notes and as per IAS 32 have been split between the equity host element and derivative liability component.

Derivative Financial Liability

Given that the conversion price is defined as the lower of 0.1p per share or a 20% discount to the Reverse Takeover (RTO) issue price, the conversion feature fails the 'fixed-for-fixed' condition under IAS 32.16b(ii). This is because the number of shares to be delivered will vary depending on the RTO issue price and whether it falls below 0.1p at the time the conversion is triggered. On this basis, the conversion feature is a derivative financial liability (DFL).

Initial recognition and measurement

At the initial recognition, the DFL is measured at fair value. The fair value of the DFL at the date of issuance of the convertible loans has been determined using a Monte Carlo simulation model, which considered multiple variables, including:

·    Expected share price volatility

·    Risk-free interest rate

·    Expected life of the instrument

·    Conversion probabilities and potential share price performance

·    Subsequent measurement

Subsequent to initial recognition, the DFL is remeasured at fair value at each conversion event and at each reporting date, with any changes in fair value recognised immediately in profit or loss.

As at 30 June 2025, the fair value of the DFL was as follows:

Group and Company	£'000
At 1 January 2024	-
CLNs issued during the year	37
Fair value through income statement	(10)
At 31 December 2024	27
CLNs issued during the period	38
Fair value through income statement	(10)
At 30 June 2025	55

Equity Host Contract

The principal (host contract) was issued with the intention for it to be converted into equity upon completion of the RTO. Until that point, both parties intend for the CLNs to remain outstanding indefinitely. The parties do not intend for the principal to be repaid in cash, and therefore the principal is an equity host contract.

Initial recognition and measurement

The value of the host contract is determined as the difference between the proceeds received (net of transaction costs directly attributable to the issuance of the instrument) and the fair value of the embedded derivative.

The equity component is not remeasured and remains within equity unless the instrument is modified or converted.

Group and Company	£'000
At 1 January 2024	-
CLNs issued during the year	48
Allocated transaction costs	(3)
At 31 December 2024	45
CLNs issued during the period	58
Allocated transaction costs	-
At 30 June 2025	103

5.    Post Balance Sheet Events

In July 2025 the Company announced the completion of further Convertible Loan Agreement for £50,000 on the same terms as those issued in September 2024, January 2025 and March 2025.

6.    Shareholder loan

The shareholder loan of £1.110 million (31 December 2024: £1.085 million) relates to a senior secured loan note issued in 2015 to LC Capital Master Fund Limited at a coupon rate of 5%.

7.    Copies of the Interim Report

Copies of the interim results can be obtained from the from the Company's website www.lansdowneoilandgas.com .

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