Annual Report & Accounts 2024
Aminex PLC
annual report 2024
1
Contents
02 Overview
Executive Chairman’s Statement
2
04
Business Review
Finance Review
4
Operations Review
6
Environmental, Social and Governance Responsibilities
10
15
Governance
Board of Directors
15
Directors’ Report
16
Additional Information for Shareholders
18
Corporate Governance
20
Directors’ Remuneration Report
31
Statement of Directors’ Responsibilities
33
Independent Auditor’s Report to the Members of Aminex PLC
34
41
Financial Statements
Group Income Statement
41
Group Statement of Other Comprehensive Income
41
Group and Company Balance Sheets
42
Group Statement of Changes in Equity
43
Company Statement of Changes in Equity
43
Group and Company Statements of Cashflows
44
Notes Forming Part of the Financial Statements
45
76
Additional Information
Senior Personnel
76
Registrars and Advisers
76
Glossary of terms used
76
Principal operating companies
76
Aminex PLC
annual report 2024
2
Dear Shareholder,
I am pleased to say that in the last fifteen months we have
progressed
the
Ntorya
Gas
Development
significantly.
Since our last annual report, the Tanzanian government has
awarded a 25-year Development Licence over the Ntorya
licence area, securing the project for Aminex and operator
ARA Petroleum Tanzania (“APT”).
I was honoured to be present at the official licence handover
ceremony in Mtwara, Tanzania, an event celebrated joyfully
by over 1,000 people, including Deputy Prime Minister and
Minister for Energy of Tanzania Dr. Doto Mashaka Biteko,
Members of Parliament, regional and local dignitaries as
well as members of the public.
The licence is the first to be awarded in 13 years and at
the handover ceremony I witnessed how committed the
government is to using Tanzania’s resources to eliminate
energy poverty, unlock jobs and business opportunities for
its people and drive industrialisation.
Tanzania’s population is set to double by 2050 and its largest
city, Dar es Salaam, will become a megacity in just five
years. The country is bursting with talented, educated and
optimistic young people. Demand for residential electricity,
cleaner cooking fuels than wood and charcoal, and energy
to power expanding industries will only climb in that time.
We believe the recent turmoil in global financial markets,
which has caused concern in the investor community and
disrupted international trade, should have negligible impact
on
the
Ntorya
project.
The
fundamentals
underpinning
demand for gas in Tanzania remain robust in the face of
recent global market volatility.
The plan to develop Ntorya has been vastly expanded in
the past year. Following the results of a 3D seismic survey
over the wider Ntorya licence area, APT updated the draft
Ntorya Field Development Plan and submitted it to the
Tanzania Petroleum Development Corporation (“TPDC”) for
their input. It now envisages a phased development with up
to 14 new wells to be drilled in the next decade to potentially
double the anticipated gas production rate to 280 MMcfd.
The January 2024 signing of a Gas Sales Agreement with the
TPDC secures a buyer for the first phase of gas production
and ensures the Tanzanian people benefit from its extraction.
With these milestones in place, the Ntorya Gas Development
is on the verge of the construction phase with just the tender
award for the construction of a gas pipeline to the Madimba
Gas Processing Plant needed before ground is broken.
Key Milestones Achieved in 2024 and Early 2025
•
Completion of the processing and interpretation of the
newly acquired 3D seismic data, the largest onshore
seismic campaign in East Africa, covering 338 km² over
the Ntorya Gas Field.
•
The award of a 25-year Development Licence.
•
Submission of a revised and updated Ntorya Field
Development Plan.
•
Selection of an optimal location for drilling the CH-1 well
using the 3D seismic data.
•
Securing of all long-lead items for the drilling of CH-1 and
the workover of NT-1.
•
Completing preparation work for gas production, including
processing facilities, flow lines, and hookups.
•
Signing a GSA between APT, TPDC and Aminex.
We understand that TPDC soon will be signing an EPC contract
to construct a 30 km pipeline to the Madimba Gas Processing
Plant that will draw gas from NT-1, NT-2, and CH-1 which will
enable us to commence the monetisation of our gas production
by mid-2026. The capacity of the pipeline is expected to be
140 MMcfd.
Executive Chairman’s Statement
Aminex PLC
annual report 2024
3
Path to First Gas
We understand that TPDC will soon be signing an Engineering,
Procurement and Construction contract to construct the
30-kilometre
pipeline
from
Ntorya
to
the
Madimba
Gas
Processing Plant. This pipeline is expected to have a capacity
of 140 MMcfd and will draw gas from the Ntorya-1 (“NT-1”),
Ntorya-2 (“NT-2”), and Chikumbi-1 (“CH-1”) wells. The pipeline
will enable us to commence the monetisation of our gas
production by mid-2026.
Upon completion of the construction of the Ntorya-
Madimba pipeline, NT-2 will be hooked up for production.
Drilling contract options are presently under review for the
subsequent drilling of CH-1 and the workover of NT-1. These
three wells are anticipated to produce gas for the initial phase
of the development
Financial prudence
The 2020 Farm-Out of the Ruvuma PSA should allow the
Company
to
achieve
significant
production
and
revenue
levels without requiring additional shareholder funding for the
Ntorya gas field development. Aminex holds a 25% interest
in the Ruvuma PSA with a US$35 million carry, equivalent to
US$140 million in gross field expenditure, which is expected
to support the Company through to potentially substantial
production and revenue generation.
In April 2024, Eclipse Investments LLC, ARA Petroleum and
Aminex signed a funding facility for up to US$3.00 million,
which should ensure the provision of sufficient working capital
until revenues commence from Ntorya gas sales.
We continue to operate with significantly reduced corporate
overheads. Base running costs (excluding non-cash and one-
off items) were essentially unchanged at US$1.59 million in
2024 compared to US$1.58 million in 2023. Base running
costs therefore remain 70% lower than in 2018 when cost-
cutting
measures
were
first
introduced.
The
Company
maintains an efficient operational structure, ensuring flexibility
and accessing strategic opportunities whilst mitigating
business risks.
Transforming Tanzania and Aminex
Tanzania views natural gas as a crucial element to alleviate
energy poverty. Natural gas drives economic development
while being significantly cleaner than other fossil fuels such as
oil, coal, and charcoal. It also provides a more reliable energy
source in tropical regions than hydroelectric power, which is
susceptible to variable seasonal rainfall.
We take great pride in being a founding partner in this project,
which will supply such a critical resource. In fact, we think
Ntorya gas is more than a resource – it’s a catalyst for national
transformation.
The progress made on the Ntorya project will provide
shareholders with growing value this year as we realise a path
to positive cash flow and the opportunity to use this pivotal
project as a foundation to grow our Company further.
I want to thank our shareholders and our dedicated staff for
their continued support and patience and I look forward to a
successful year ahead delivering the rewards that the Ntorya
development will hopefully bring to all of us.
Yours sincerely,
Charles Santos
Executive Chairman
Executive Chairman’s Statement
continued
Development Licence Handover Ceremony, 10 September 2024, Mtwara
Aminex PLC
annual report 2024
4
Financial highlights
Financial highlights for 2024 include:
•
Base running costs kept at 2023 levels.
•
Signing of US$3.00 million funding facility.
•
Payment of US$0.43 million of accrued/provided taxes.
•
Reversal of US$0.03 million of tax provisions.
•
Increase to US$5.73 million in decommissioning provision.
Base running costs, which excludes non-cash items and one-
off costs, increased by only 0.3% compared to 2023 due to
continued
effective
cost
control
measures.
In
April
2024,
a US$3.00 million funding facility was signed with Eclipse
Investments LLC (“Eclipse”), a related party of the Group (see
Note 27), with the first drawdown of US$0.38 million received in
December. Payments of US$0.43 million were made during the
year for taxes accrued or provided for, under a payment plan
agreed with the Tanzania Revenue Authority (“TRA”) and tax
provisions were further reduced by US$0.03 million as a result
of amendments by the TRA to tax assessments (see Note 24).
A comprehensive review of decommissioning costs, including
a third-party review, led to higher costs being adopted, which
contributed the majority of the US$3.91 million increase in the
decommissioning provision (see Note 19).
In addition, the Group had US$29.24 million remaining at the
year-end of the Ruvuma PSA Farm-Out agreement carry,
whereby the operator APT pays Aminex’s participating interest
share of cash calls up to this amount (equivalent to US$116.97
million of gross expenditures), which is expected to be sufficient
to reach commercial production.
Your attention is drawn to the matters mentioned in the Going
Concern analysis on page 45.
Income statement
Revenue and Cost of sales
Group revenue from continuing operations was US$0.04 million
(2023: US$0.11 million) and was derived from oilfield services,
comprising the provision of technical and administrative
services to joint operations. The reduction is due to the
inclusion in 2023 revenue of a recharge of costs of US$0.06
million associated with the handover of the operatorship of
the Ruvuma PSA. Cost of sales was US$0.05 million (2023:
US$0.08 million). Consequently, there was a gross loss for
the year of US$0.01 million compared with a gross profit of
US$0.03 million for 2023.
Administrative expenses
Group administrative expenses, net of costs capitalised
against
projects,
were
US$1.77
million
(2023:
US$0.69
million). The main elements of this were US$0.44 million (2023:
US$0.29 million) for consulting costs, US$0.34 million (2023:
US$0.38 million) for employment costs and US$0.26 million
(2023: US$0.31 million) for share-based payment charges.
The increase in consulting costs was primarily due to higher
expenditures
on
regulatory
and
corporate
activities.
The
increase of US$1.07 million in total administrative expenses is
mainly due to a US$0.99 million credit in 2023 for decreased
tax provisions.
Base running costs for the Group were US$1.59 million for the
year (US$1.46 million net of recharges), compared with US$1.58
million for 2023 (US$1.37 million net of recharges), an increase
of only 0.3%. This level of costs remains a significant reduction,
70%, from 2018, when cost control measures started.
A total of 9 million share options were granted in the year (2023:
48 million). The share-based payment charge for the year was
US$0.26 million (2023: US$0.31 million).
Impairments
The Group recognised impairments during the year in its
producing assets, within property, plant and equipment
(“PP&E”) and exploration and evaluation (“E&E”) assets. The
Kiliwani North-1 well (“KN-1”), a producing asset (which was
fully impaired in 2021, mainly due to continued delays in
agreeing commercial terms), incurred an impairment charge
for the year of US$1.48 million for current year costs (2023:
US$0.10 million) (see Note 12). The majority of this charge,
US$1.26 million, was due to higher accrued decommissioning
provision costs (see Non-current liabilities below).
Nyuni Area Licence, an E&E asset, continues to be fully impaired
and a charge of US$1.93 million was recognised in the year for
current year costs (2023: US$0.35 million), US$1.57 million due
to higher accrued decommissioning provision costs and the
remainder being own costs for administrative work and licence
maintenance costs (training and licence fees). All expenditure
on Nyuni continues to be impaired immediately to the income
statement upon recognition following the full impairment of the
Nyuni Area Licence in 2018 (see Note 11).
The Group’s resulting net loss from operating activities was
US$5.20 million (2023: US$1.11 million). Finance costs for
the year were US$0.15 million (2023: US$0.16 million), being
unwinding of the discount rate on the decommissioning liability.
The Group recognised no taxation charge for the year. The
Group’s loss before and after taxation for the year therefore
amounted to US$5.30 million (2023: US$1.12 million).
Balance sheet
Exploration and evaluation assets
The Mtwara Licence, part of the Ruvuma PSA, comprised all
of the E&E assets’ carrying value of US$38.93 million as at 31
December 2024 (2023: US$37.98 million). The increase in the
Mtwara Licence carrying value of US$0.95 million was primarily
due to a US$0.93 million increase in the accrued present value
of decommissioning provision costs. In accordance with the
Group’s accounting policy, since completion of the Ruvuma
Farm-Out agreement with APT in October 2020, subsequent
expenditure is not recognised for the Group’s share of costs
that are carried by APT in relation to the Ruvuma PSA asset. The
Directors reviewed the remaining balance on the Ruvuma PSA,
Finance Review
Calculation of base running costs
2024
2023
US$’000
US$’000
Administrative expense (Income Statement)
1,769
695
less non-cash item: movement in provisions
(313)
676
Add back recharges to joint operations
132
212
Base running costs
1,588
1,583
Aminex PLC
annual report 2024
5
incurred on the Mtwara Licence, and concluded that no
impairment was needed to the carrying value. This opinion
takes into account the US$35 million carry for the Group’s
share of capital expenditure on the Ruvuma asset, and the
planned development of the Ntorya Location under the Ntorya
Development Licence.
All E&E expenditures on the Nyuni Area PSA and Kiliwani
South continue to be impaired as incurred following the
full impairment of the assets in 2018 and 2021 respectively,
although there was no expenditure in 2024 on the latter.
Property, plant and equipment
Additions of US$1.48 million for the KN-1 well producing asset,
consisting mainly of an increase in the accrued present value of
decommissioning provision costs, were impaired following the
decision in 2021 to fully impair the asset. This decision was due
to the continued absence of a resolution on the commercial
terms for the KNDL coupled with the Group’s move towards
a non-operator strategy, meaning any development of the
KN-1 well would likely only be achieved after a farm-out by the
Company.
Current assets
Current assets amounted to US$2.61 million (2023: US$4.63
million)
including
trade
and
other
receivables
of
US$1.48
million (2023: US$1.59 million). The largest element of this is
US$1.11 million (2023: US$1.14 million) of amounts due from
partners in joint operations. Cash and cash equivalents as
at 31 December 2024 were US$1.13 million (2023: US$3.04
million), which includes US$0.87 million of cash held on behalf
of partners in joint operations.
Current liabilities
Total current liabilities were US$8.19 million at 31 December
2024, unchanged from the prior period. Movements within
individual categories included an increase in short term loans
during the year from US$nil to US$0.38 million at the end of
the year due to the first drawdown of the Eclipse funding facility
in December, an increase in accruals of US$0.26 million for
licence and training fees, and reductions of US$0.16 million in
withholding taxes and US$0.28 million in VAT & excise duty
payable due to payments made during the year. Other payables
increased by US$0.05 million due to a net increase in tax
provisions, for potential interest chargeable on taxes provided.
The balance includes US$0.87 million (2023: US$1.02 million)
payable to the Kiliwani North joint operation partners for their
profit shares over Kiliwani North past gas sales.
As disclosed in Note 24, a number of claims have been received
from the Tanzanian tax authorities. Provision has been made for
all amounts either ceded by Ndovu Resources Limited (“NRL”)
or where management determined the likelihood of success
through the objection or appeals process is unlikely. However,
until these claims are settled, it will remain unclear whether
NRL’s objections will be successful and therefore the amount
and timing of potential cash outflows remain uncertain. This
has contributed to current liabilities exceeding current assets,
but management are confident that this can be managed
satisfactorily over the coming year.
Non-current liabilities
Non-current liabilities, consisting solely of the decommissioning
provision, increased by US$3.91 million to US$5.73 million at
31 December 2024 (2023: US$1.82 million) (see Note 19). A
Decommissioning Cost Report was commissioned from a
third-party expert to provide updated cost estimates as at 31
December 2024 for the most likely scenarios for plugging and
abandoning those wells with a decommissioning obligation.
The report was received in January 2025 and reviewed by
management who determined that the higher costs contained
therein were appropriate for use in the calculation of the 31
December 2024 decommissioning provision. These increased
costs (predominately due to higher assumed rig costs)
contributed US$3.76 million to the increase in the provision,
with US$0.15 million (2023: US$0.16 million) due to unwinding
of one year of discount of the decommissioning liability.
Equity
Total equity has decreased by US$5.00 million between 31
December 2023 and 31 December 2024 to US$27.61 million
(31 December 2023: US$32.61 million). The main elements of
this movement are an increase in retained deficit of US$5.30
million from the loss for the year, offset by an increase of
US$0.26 million (2023: US$0.31 million) to the share option
reserve and an increase of US$0.08 million in share capital due
to the exercise of some share options.
Cash Flows
Net cash outflows for the year due to operating activities was
US$2.16 million (2023: US$2.65 million). The majority of this was
comprised of administrative expenses and payments of taxes.
Net
cash
outflows
from
investing
activities
amounted
to
US$0.26
million
(2023:
US$0.26
million).
This
related
to
expenditure on E&E and PP&E assets for continuing costs on
operated Tanzanian licence interests. No material expenditures
are incurred by the Group on the Ruvuma PSA as joint
operations expenditures are covered by the US$35 million
carry since completion of the Farm-Out in 2020.
There was a US$0.45 million cash inflow from financing activities
during
the
year
(2023:
US$nil).
This
comprised
US$0.37
million received in December 2024 as the first drawdown of
the Eclipse funding facility and US$0.08 million received from
shares issued as a result of the exercise of share options.
Net cash and cash equivalents for the year ended 31 December
2024 decreased by US$1.91 million compared with a decrease
of US$2.76 million for the comparative period. The balance
of net cash and cash equivalents at 31 December 2024 was
US$1.13 million (31 December 2023: US$3.04 million).
Nigel Penney
Chief Financial Officer
Finance Review
continued
Operations Review
Aminex’s Tanzania Asset Portfolio
Aminex PLC
annual report 2024
6
Aminex PLC
annual report 2024
7
TANZANIA
Aminex made its initial investment in Tanzania in 2002. The
Company has demonstrated an ability to find, appraise and
develop fields successfully from initial concept through to
production.
Aminex conducts its operations in Tanzania through its wholly
owned subsidiary, Ndovu Resources Limited, with extensive
and
constructive
relationships
with
local
stakeholders
including the country’s national oil company, the TPDC, and
the upstream regulator, the Petroleum Upstream Regulatory
Authority (“PURA”).
Aminex, through Ndovu Resources, holds interests in three
licences in-country:
•
Ntorya Development Licence
•
Kiliwani North Development Licence
•
Nyuni Area PSA
Ntorya Development Licence
Participating interest
Amin
ex PLC
25%
ARA Petroleum Tanzania Limited (APT – Operator)
75%
Resource Summary – Ntorya Field
Gross Licence Basis (TCF)
P90
P50
P10
Gas initially in Place
1.99
3.45
4.70
Recoverable Resources
1
1.04
1.81
2.34
Source: APT – Ntorya Gas Field Development Plan 16 January 2025
1. Assumes no compression and excludes condensate volumes
The Ntorya Development Licence was originally awarded
to an Aminex consortium as the Ruvuma PSA in 2005 and
comprised two separate and adjacent licences - Lindi and
Mtwara. Located immediately to the north of the Mozambique
border and predominantly onshore, three wells have been
drilled to date; (i) Likonde-1 - drilled in 2010 and encountered
gas shows but was plugged and abandoned without testing,
(ii) Ntorya-1 (“NT-1”) - drilled in 2012 and tested gas at a rate of
20 MMcfd with condensate from Cretaceous Aptian sandstones
and suspended for future production and (iii) Ntorya-2 (“NT-2”)
– drilled in 2017 as an appraisal well to NT-1, tested gas at
17 MMcfd from the same Cretaceous reservoir sandstones and
was suspended for future production. Both Lindi and Mtwara
licences have subsequently expired with the Company now
holding a 25% interest in the Ntorya Development Licence.
APT completed a farm-in in October 2020, acquiring both
a 75% interest in the project and operatorship from Aminex
and carries the Company through the first US$35 million of
its share of forward costs. The carry, equivalent to US$140
million of gross field expenditure, is expected to see the
Company though to potentially significant gas production with
commensurate revenues.
Upon transfer of Operatorship, APT immediately started
planning the acquisition of 338 km
2
of new 3D seismic over the
field area. Acquisition of the 3D seismic was completed in late
2022 and processing undertaken in early 2023. Interpretation
of the data was completed in late 2023 and revised in-place
gas volumes were reported to the market in February 2024.
The seismic is of excellent quality and has been used to refine
the extent of the Cretaceous Ntorya discovery. Furthermore,
considerable potential upside gas volumes for both the
Ntorya play and at other stratigraphic levels across the licence
area were both identified and quantified with the Operator
estimating Ntorya gas in place (P50) to be 3.45 TCF with a P90
– P10 range of 1.99 – 4.70 TCF respectively.
2024 saw both the signing of a Gas Sales Agreement in
January and the granting of a 25-year (with provision for further
extension) Development Licence, for the Ntorya Gas Field, in
May. Governmental assurances were subsequently given to
expedite the construction of an approximately 30 km gas spur
line from Ntorya to the gas processing facility at Madimba and
allow gas to be transported onward to the industrial markets in
the north of the country.
TPDC launched a restricted tender for the selection of an
engineering, procurement and construction contractor for the
construction of the gas pipeline to Madimba in October 2024.
The award of the contract is believed to be imminent.
APT has continued with the procurement of in-field processing
facilities, flow-lines, hook-up systems, manifolds and fiscal
meters to ensure the integrated development of the project
and enable production from NT-2 into the pipeline as soon as
possible after construction and commissioning. All casings
and tubulars necessary for the drilling of Chikumbi-1 (“CH-1”)
and workover of NT-1 have been received and the well head
for CH-1 is ready for shipment to Tanzania in preparation for
the arrival of the drilling rig to drill CH-1 and undertake the
workover of NT-1.
Operations Review
continued
Aminex PLC
annual report 2024
8
APT has maintained discussions with rig owners and local
operators throughout the past year and we continue to await
their recommendation for a rig contract and a schedule
for the drilling of CH-1 and workover of NT-1. Our current
understanding is that the rig activities are planned to occur
after the commencement of gas production from NT-2, now
expected by mid-2026.
In January 2025, APT submitted an updated field development
plan (“FDP”) for the Ntorya Gas Field to reflect the results of
the new 3D seismic interpretation. The updated FDP has been
presented to the TPDC for approval, which is expected in the
coming months.
First gas production is targeting gas rates of up to 60 MMcfd
from NT-1, NT-2 and the planned CH-1 well during 2026.
The FDP anticipates a phased development, dependent upon
accessing new markets for the additional gas – increasing
the field production rate within a 5 year period to initially
140 MMcfd and then to 280 MMcfd. This will be achieved
through a drilling campaign of up to 13 additional wells in the
coming decade.
Kiliwani North Development Licence (KNDL)
Participating interest
Aminex PLC (Operator)
63.8304%
RAK Gas LLC
27.7778%
Scirocco Energy plc
8.3918%
Kiliwani North-1 (“KN-1”) was drilled into a fault block downdip
and immediately to the east of the large Songo Songo Field
in 2008 and encountered gas pay within a Cretaceous
Neocomian sandstone reservoir. The well tested at a maximum
rate of 40 MMcfd and a Development Licence was issued in
2011 to permit commercial production from the well through
the Songo Songo Gas Processing Facility (“SSGPF”) located
on Songo Songo Island.
Production commenced in April 2016 at an average rate of
15 MMcfd however, from the outset of production, the wellhead
pressure declined and production ceased in October 2017 due
to the wellhead pressure having declined to the SSGPF inlet
pressure of 50 bar. Some 6.5 BCF of gas was produced in the
period from a reservoir compartment estimated by pressure
decline analysis to contain some 10 BCF GIIP. The well remains
shut-in.
In 2018, RPS Energy independently audited the gas resources
and concluded that the Kiliwani North structure, as defined
by the existing 2D seismic dataset, contained approximately
31
BCF
mean
GIIP
in
multiple
reservoir
compartments.
Additionally, a separate structure identified as Kiliwani South
was estimated by Aminex to contain 57 BCF unrisked mean
GIIP. Any future drilling activity on KNDL is contingent upon
improved seismic resolution of the target structures and the
degree of fault compartmentalisation that could be determined
with new seismic.
Operations Review
continued
West-East 3D seismic section across Ntorya Development Licence
Aminex PLC
annual report 2024
9
During 2024, we had positive discussions with the TPDC
and other Tanzanian government authorities on how best to
further operations and ensure a continuation of both future
capital investment and gas production on the Licence. Whilst
the Company has fulfilled all Licence obligations, any future
investment is dependent upon the generation of gas revenues
from Ntorya and a partner to share the costs of new 2D or 3D
seismic acquisition.
Nyuni Area PSA
Participating interest
Aminex PLC (Operator)
100%
The Nyuni Area PSA was awarded to Ndovu Resources in
October 2011 following the discovery made at Kiliwani North-1
(“KN-1”) in 2008 and the grant of the KNDL in April 2011. The
permit was considered to be underexplored with only three
exploration wells, Nyuni-1 and 1A and Nyuni-2 having been
drilled during an earlier period of exploration.
Nyuni-1 encountered a Cretaceous Aptian-Albian gas sand
with 15m gross reservoir and 10m net with an average porosity
of 14%. The interval was not tested. Nyuni-1A encountered
a thick Neocomian sandstone sequence, however no gas
was recovered on test, the zone was interpreted as tight
and the well plugged and abandoned. Nyuni-2 targeted the
sandstones equivalent to those penetrated in Nyuni-1 and
1A, however only minor sandstones with gas shows were
encountered. The well was suspended within the Neocomian
due to drilling difficulties.
Operations Review
continued
Significant
discoveries
have
been
made
in
several
accumulations within adjacent blocks with reported volumes
in excess of 50 TCF having been discovered with a high drilling
success rate. Several discoveries have been made by the
Shell-led consortium in Blocks 1 and 4 lying approximately 50
kms from the Nyuni Area PSA. Equinor has made significant
discoveries on Block 2. Discoveries include the Pweza, Chewa
and Papa Fields in Blocks 1 and 4 and the Lavani and Zafarani
Fields in Block 2.
Application was made to enter the Second Extension Period of
the licence in 2019, with no formal response from the Tanzanian
authorities until 2021. Given the delays and the more negative
sentiment within the industry for costly deep-water exploration,
a farm-out partner was considered to be essential in order to
provide the necessary funding and to mitigate the associated
exploratory risks. Whilst Aminex believes that the Nyuni Area
acreage offers upside exploration potential to complement our
development projects at both Ntorya and Kiliwani North, due
to the significant exploration risk, the high costs associated
with offshore operations and the lack of a farm-in partner, the
Company entered discussions in 2022 with the Tanzanian
authorities to return the licence to the Ministry.
In 2024, Aminex was encouraged to submit a revised proposal
incorporating a much reduced work programme to continue
exploration activity on the PSA. A revised programme was
submitted to TPDC in late 2024 for consideration whilst
discussions continue.
Nyuni Area PSA
Environment
Successful environmental management is dependent on recognising, and avoiding or minimising, environmental impacts.
Aminex is aware that protection of the environment requires careful planning and commitment from all levels within the Company.
Best practice environmental management demands a continuing, integrated process through all phases of a project.
Task Force on Climate-related Financial Disclosures
Introduction
The Task Force on Climate-related Financial Disclosures (“TCFD”) is a global framework established by the Financial Stability
Board to help organisations disclose clear and consistent information about how climate change affects their organisation,
making it easier for investors and other stakeholders to make informed decisions.
As a company listed on the London Stock Exchange, Aminex is required to report in line with the TCFD framework. The
framework focuses on the disclosure of the risks and opportunities that climate change presents Aminex, and how it plans to
both address climate-related challenges and realise the opportunities. This report details and confirms the Group’s compliance
with the TCFD disclosure framework, with the exception of the disclosure requirements under Metrics and Targets as detailed
on page 14.
The structure of this report aligns with the eleven recommendations of TCFD, which are organised under the following four pillars:
•
Governance
– The role of the Board and senior management in overseeing and managing climate-related risks and
opportunities.
•
Risk Management
– The processes used to identify, assess and manage climate-related risks.
•
Strategy
– The identification and potential impact of climate-related risks and opportunities, and how this is integrated into
the Company’s strategy and financial planning.
•
Metrics and Target
– How Aminex assesses and manages climate-related risks and opportunities, as well as setting
specific goals to manage impacts over time.
In 2023, we provided the Group’s inaugural response to the TCFD recommendations. This year, the focus is on expanding that
response by undertaking a detailed risk and opportunity identification assessment and to stress-test the Group’s strategy out
to 2050 using scenario analysis. This process deepened the Group’s understanding of the climate-related risks facing it over
the coming decades and highlighted additional considerations that the Group is embedding into its decision-making. It has also
strengthened our understanding of the significant opportunity that underpins the Group’s strategy.
Aminex’s strategy is to be a responsible producer of sustainable natural gas, replacing more carbon-intensive fuels and lowering
greenhouse gas emissions in a pragmatic manner. This aligns with Tanzania’s pathway to net zero, which involves an energy
transition away from charcoal and towards cleaner energy sources including natural gas. It is targeting to increase the use of
natural gas from 890 MW (consumed in 2019) to 6700 MW by 2044, as outlined in Tanzania’s 2021 National Climate Change
Response Strategy (2021-2026). Tanzania’s transition will deliver positive social impacts through expanded energy access,
while also reducing the country’s emissions. While cognisant of the oil and gas sector’s broader negative climate impact,
Aminex recognises its role in enabling Tanzania’s net zero journey and is excited to support its energy transition strategy.
Whilst the Group acknowledges that it is in the early stages of its climate strategy, it has made good progress during 2024 by
deepening the understanding of its climate risk and opportunity profile and strengthened its responses. The Board remains
committed to continuing to invest in the Group’s climate strategy and as it progresses towards operational status and revenue
generation during 2025, the Group will continue to lay the foundations for emissions accounting and a net zero roadmap.
Governance
TCFD Recommendations:
a) Describe the board’s oversight of climate-related risks and opportunities.
b) Describe management’s
role in assessing and managing climate-related risks and opportunities.
The Board has ultimate accountability for climate-related risks and opportunities, and for ensuring that these are embedded
into the Group’s strategy.
The Board’s responsibilities include establishing and maintaining the Group’s risk appetite and
internal control system, as well as determining relevant policies, which encompass climate-related items. The Board has been
reporting climate change as a principal risk for several years, and it continues to monitor climate-related risks and opportunities
through both the Audit and Risk Committee (“ARC”) and the Management Risk Committee (“MRC”).
The Audit and Risk Committee, consisting of two non-executive directors, convenes at least three times annually.
The
Committee’s Terms of Reference, as approved by the Board, includes responsibility for the monitoring of internal control
procedures and the risk management processes employed, including those associated with climate change.
The ARC
conducts a formal and independent review of the risk register at least twice a year, reporting its findings to the Board.
The MRC, consisting of the Executive Chairman, Chief Financial Officer and the General Counsel, has primary responsibility
for the managing and monitoring of the climate-related risks and opportunities. As with all Group risks, climate-related risks
and opportunities are identified, assessed and managed by the MRC. The MRC utilises standard methods and processes for
communicating with the Audit and Risk Committee and Board.
Environmental, Social and Governance
Responsibilities
Aminex PLC
annual report 2024
10
Environmental, Social and Governance Responsibilities
continued
The MRC considers climate, alongside all ESG issues, when reviewing and guiding the Group’s strategy, major plans and
action, and risk management policies, as well as when overseeing expenditures, acquisitions and divestments.
The MRC meets at least three times a year and reports to the Board at least twice a year, including on climate-related risks and
opportunities. The MRC also reports climate-related risks to the Audit and Risk Committee, which then reviews the risks, and
reports any amendments deemed necessary to the Board.
The MRC is also responsible for engaging with partners and sub-contractors through relevant committees and governance
structures, for example the Ruvuma Operating Committee for Ntorya operations, to manage all relevant risks. Contractual
arrangements also require operating partners to flag key environmental issues and concerns to Aminex.
As is necessary, the MRC seeks advice from technical advisers and in 2024 the MRC engaged an ESG consulting firm for
support with its TCFD analysis and reporting.
Please also see
u
Corporate Governance page 20 which provides more details on the Board and Audit and Risk Committee role and
responsibilities and committee attendance.
Risk Management
TCFD Recommendations
a) Describe the company’s processes for identifying and assessing climate-related risks.
b) Describe the company’s processes for managing climate-related risks.
c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the company’s
overall risk management.
As a UK-listed, Irish-incorporated oil and gas company operating in Tanzania, Aminex recognises that it is exposed to both
the physical impacts of climate change as well as the rapidly evolving regulations and sentiment around climate change and
therefore needs suitable risk management in place.
During 2024, and with the support of an ESG advisor, the MRC conducted a specific climate-related risk and opportunity
assessment which included a data-driven approach to identify potential risks and opportunities.
To identify all potential risks and opportunities, the MRC considers the different themes and sources of potential risks and
opportunities, as defined by the TCFD framework, which can be summarised as follows:
•
Physical risks directly result from climate change and can be categorised as acute (short-term events such as extreme
weather) or chronic (long-term shifts in climate patterns such as rising sea levels and temperatures).
•
Transition risks arise from the shift to a low-carbon or net-zero economy, and can be categorised into policy, legal, market,
reputational and technological factors.
•
Opportunities includes consideration of resilience, markets, energy source, products and resource efficiency.
All identified risks and opportunities are assessed with a financial impact lens, including considerations of asset value, revenue,
and cost. All risks and opportunities are also rated in alignment with the Group’s wider risk management framework and given
an impact severity score (low to high) and a risk likelihood score (from 1 to 4). For the purposes of climate-related items, the
following criteria are used to provide ratings:
Impact Severity Score
Likelihood Score
High
>$5m financial impact
1
Occurrence < every 5 years
Significant
$2 - 5m financial impact
2
Occurrence every 1 – 5 years
Medium
$1 - 2m financial impact
3
Occurrence annually
Low
<$1m financial impact
4
Occurrence multiple times a year
During 2024, Aminex also conducted a scenario analysis as recommended by the TCFD framework which is detailed further in
the Strategy section below. Scenario analysis is a tool to evaluate how different plausible climate scenarios could impact the
organisation by, in this instance, stress-testing the different risks and opportunities identified under two extreme potential future
states. It helps to assess a company’s resilience to climate-related risks and determine opportunities which could arise under
varying conditions, which further informs Aminex’s strategic planning and risk management.
The scenario analysis will be repeated at least every three years, or more regularly, if the Board, ARC or MRC deems appropriate,
for example if there is a significant change to the business, or risk profile.
The MRC is also responsible for defining and implementing effective management plans for climate-related risks and
opportunities, and may include policy updates, considerations for business case criteria, as well as financial planning
considerations, and monitoring of leading indicators.
The MRC has integrated the identified climate-related risk and opportunities into its wider risk and opportunity matrix. All risks
and opportunities are reviewed in each MRC meeting, ahead of reporting to the Audit and Risk Committee at least three times
a year, and at least twice to the Board, as detailed in the Governance section of this report.
Aminex PLC
annual report 2024
11
Environmental, Social and Governance Responsibilities
continued
Aminex PLC
annual report 2024
12
Strategy
TCFD Recommendations
a)
Describe the climate-related risks and opportunities the company has identified over the short, medium, and long-term.
b)
Describe the impact of climate-related risks and opportunities on the company’s businesses, strategy, and financial
planning.
c)
Describe the resilience of the company’s strategy, taking into consideration different climate-related scenarios, including a
2°C or lower scenario.
During 2024, as part of the climate-related risks and opportunity assessment, the MRC conducted a scenario analysis to
stress-test the long-term resilience of the Group’s strategy.
The initial holistic view of potential risks and opportunities across all categories identified nine risks and two opportunities.
Analysis against two contrasting future-state scenarios was undertaken on all identified risks and opportunities to evaluate
each item over three-time horizons, to provide a comprehensive view of potential impacts in alignment with the Group’s risk
management framework.
Three following timeframes, with supporting rationale, were used:
•
Short term, 2024 – 2025; the Group’s non-operational phase.
•
Medium term, 2026 – 2030; as the Group becomes operational in Ntorya, and alignment with Tanzania’s interim net zero goal
to reduce Greenhouse Gas (“GHG”) emissions by 30-35% by 2030 from a 2000 baseline.
•
Long term, 2031 – 2050; the Group’s current Ntorya licence ends 2049; and alignment with the Paris Agreement Net
Zero 2050.
The following two contrasting scenarios were used to assess all the risks and opportunities:
Scenario
Summary description
•
Limited climate action is taken. It is business as usual
•
By 2050, global emissions will cause temperatures to rise by more than 3°C
Climate Chaos
•
Physical threats will be at their peak as a number of climate tipping points are likely to have
Scenario
been crossed
•
Governments may finally act, resulting in implementation of rushed and fragmented policies
•
Aligned to Representative Concentration Pathway 8.5, which will see a temperature rise of
4°C by 2100
•
Governments,
organisations,
and
society
collaborate
to
keep
global
warming
to
1.5°C
by
2100 compared to pre-industrial levels
Orderly
•
Paris Agreement principles are adopted and Net Zero by 2050 is achieved
Transition
•
Governments establish rules and regulations to drive the transition
Scenario
•
Although physical impact will be greatly lessened, there will likely be physical climate change
impacts, but these will be better prepared for
•
Aligned to Representative Concentration Pathway 2.6
Multiple resources were used to inform the scenario analysis, including Tanzania’s Nationally Determined Contribution (“NDC”),
Tanzania’s National Climate Change Response Strategy (2021-2026), the Intergovernmental Panel on Climate Change (“IPCC”)
analysis, African Adaptation Acceleration Programme, Climate Analytics, and Climate Financial Risk Forum.
Following the scenario analysis, three (of the nine identified) risks and both opportunities were deemed Significant or High in
at least one scenario, during one timeframe. These potentially material risks and opportunities have been documented in the
following tables, and include a summary of:
•
Description of the risk or opportunity, and its associated TCFD framework theme
•
Description of the potential financial impact on Aminex
•
Scenario analysis outcomes, i.e. under which scenario and timeframes is the risk considered Significant or High impact
ranking
•
Aminex’s response plan
Environmental, Social and Governance Responsibilities
continued
Aminex PLC
annual report 2024
13
Physical Climate Risks
Theme & Description
Financial Impact description
Scenario Analysis
Mitigation Plan
Acute and Chronic
The risk arising from
increasing frequency of
acute weather events
and chronic changes in
weather patterns
Reduced revenues from operational
inefficiencies and disruption to key sites
Rising costs from implementation of
climate change resilience measures at
key sites or the need to either repair or
ultimately decommission those sites
Balance sheet impact from
asset value write down
Insurance coverage for at-risk sites
Climate Chaos
Scenario: Significant
in the medium
and long-term
Orderly Transition
Scenario: Significant
in the long-term
Suitable insurance coverage
for relevant sites
Appropriate contingency and emergency
plans and testing in place
Increased costs incorporated
into business planning
Transition Risks
Theme & Description
Financial Impact description
Scenario Analysis
Mitigation Plan
Market
Changing market
sentiment and
advances in renewable
energy may shift
Tanzanian Government
away from natural
gas in the long-term
and reduce UK
capital access in
the medium-term
Asset value may depreciate or
become stranded if licences are
revoked or made conditional
Declining revenues from
reducing gas prices
Increased cost of insurance
Cost of management time to
respond to shareholder activism
and time to generate new capital
Share price impact and increased cost
of capital
Orderly Transition
scenario: Significant
in the long-term
Continue to work closely with Tanzanian
Government and other key stakeholders
to monitor planned energy mix and net
zero commitments for beyond 2030
Regularly review strategy in line with market
demand
As become operational, increased
investment into and further engagement
with local communities, e.g. investing
in initiatives to support all Tanzanian
communities to transition from charcoal to
gas, medical and educational facilities power
generation from diesel to gas connectivity
Reduce capital risk flow through proven
cash flows and a strong business case
with an extended development plan
Policy & Legal
Stricter regulations
and legal actions
on hydrocarbon
commerce, including
international limits on
use and emissions,
with potential fines
for non-compliance
Revenue impacted by reputational
damage or restrictions on licences
and future exploration
Cost of litigation, potential fines and
management team effort diverted
to managing litigation issues
Cost of reduced access to capital
resulting from reputational damage
Asset value reduction, enforced
stranded assets (long-term)
Orderly Transition
scenario: Significant
in the long-term
Work with Tanzanian government
and stakeholders to assess policy
and political developments relating
to the energy transition
Monitor Tanzania’s NDC commitments
and likelihood for increased regulation
Continue to proactively monitor UK and
European regulatory requirements and
engage with investors to monitor sentiment
Respond to new regulatory
requirements in a proportionate way
Climate-related Opportunities
Theme & Description
Financial Impact description
Scenario Analysis
Mitigation Plan
Market Transitioning
from charcoal to Natural
Gas is a core part of
Tanzania’s Net Zero
strategy
Revenue from growth of natural gas
market in Tanzania; natural gas use
is targeted to increase from 890 MW
(consumed in 2019) to 6700 MW
by 2044, as outlined in Tanzania’s
2021 National Climate Change
Response Strategy (2021-2026)
Climate Chaos
Scenario: High
in the medium
and long-term
Orderly Transition
Scenario: High
in the medium
and long-term
Support the gas transition in Tanzania
through long-term gas contracts and
bring other gas projects to market
Continue to work closely with Tanzanian
Government and other key stakeholders
to monitor planned energy mix and net
zero commitments for beyond 2030
Retain strong relationship locally within
Tanzania to ensure transition into key
provider of natural gas and enabler
of Tanzania’s Net Zero ambitions
Products
Participation in carbon
capture, utilisation
and
storage (“CCUS”)
market could open
new revenue stream
New revenue stream as (will be) retired
gas extraction sites become options
for long-term carbon storage
Orderly Transition
scenario: Significant
in the long-term
Monitor developments in CCUS market
The scenario analysis highlights the significant opportunity for Aminex to support Tanzania’s energy transition as part of the country’s net zero
ambition, under both tested scenarios. This opportunity is core to Aminex’s strategy. While the analysis has also highlighted both physical
and transition risks, none are significant in the short-term, and Aminex feels well prepared to respond to these over the medium-term. Overall,
the Group is excited about playing an important role in Tanzania’s energy transition through its responsible production of sustainable natural
gas and the opportunity this presents for its shareholders.
Environmental, Social and Governance Responsibilities
continued
Aminex PLC
annual report 2024
14
Please also see
u
Principal Risks and Uncertainties, page 28 in Corporate Governance section.
Metrics and Targets
TCFD Recommendations
a) Disclose the metrics used by the company to assess climate-related risks and opportunities in line with its strategy and risk
management process.
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.
c) Describe the target used by the company to manage climate-related risks and opportunities and performance against
those targets.
Whilst Aminex has made great progress with its climate strategy during 2024, focusing on understanding and increasing
the Group’s robustness to climate change, it is not yet in a position to disclose its greenhouse gas (GHG) emissions and
therefore cannot define a suitable Net Zero target, to best track and manage its climate strategy. As the Group is currently in
a non-operational phase, and with a very small direct employee base, it believes that focusing on its climate-related risk and
opportunities was a priority for 2024.
As part of the risk and opportunity analysis conducted during 2024, the Group has identified several leading indicators, or Key
Performance Indicators (KPIs), at the individual risk and opportunity level, which will help the Group to monitor its mitigation and
realisation plans, and therefore managing its overarching exposure to climate change.
The Group has however deepened its understanding of its carbon footprint, notably the treatment of its emissions through
its Joint Venture model, which is helping the Group prepare for calculating and disclosing its footprint as it moves towards a
revenue generating stage.
Comparative to an operating peer, the Group’s full footprint will be minimal in a non-operational status. However, as the Group
transitions into full operating mode in the medium-term, its emissions will increase significantly. As such Aminex is preparing
itself to be able to respond to the increasing need to calculate and disclose its GHG emissions, whilst using this data to most
effectively manage and mitigate its carbon footprint.
Social
The health, safety and security of all our employees, contractors and the wider community in which it operates is of paramount
importance to Aminex.
As standard practice, the Company:
•
does not compromise on safety;
•
complies with legislative requirements;
•
identifies, assesses and manages environmental health, safety and security hazards, risks and impacts;
•
promotes continuous improvement practices within all aspects of the business;
•
minimises work place exposure to hazards; and
•
understands and works to meet the expectations of the community and provides appropriate training to employees and
contractors to ensure health, safety and security responsibilities are understood.
In addition, Aminex believes that continuous improvement in relationships with the communities that it works with is fundamental
to ongoing sustainability and success.
Over the years, the Company’s good reputation as a worthy corporate citizen has been achieved by:
•
working closely with neighbours and co-occupiers of the land;
•
supporting local community through sponsorship and resources;
•
providing public information about environmental, community, health, safety and security aspects of the business; and
•
encouraging the services of local suppliers where possible.
A
minex has strived to foster a lasting and tangible relationship with the local communities and stakeholder groups where it
works and is aware that in addition to regulatory operating approvals, the Company also requires community acceptance to
operate, and that acceptance has to be earned. Aminex is committed to working in an effective and collaborative manner with
local communities that co-exist with its operations. To achieve this Aminex has and will continue to:
•
establish and maintain positive and meaningful communication with all affected groups;
•
consult with the people whose land may be affected by its activities; and
•
engage with relevant groups on various community projects.
Aminex has supported various community projects that added sustainable benefit in the education and medical sectors
of the community in the past and, during this transitional phase, is currently reviewing projects that may be suitable for the
Company’s future involvement. During 2023, as part of the Ruvuma joint venture, the Company contributed cement towards
the construction of various projects in the Mtwara district. The Company is currently identifying a suitable community project
on Songo Songo island that it intends to collaborate with.
Governance
Effective corporate governance is critical to achieving our strategic objectives and delivering value to our shareholders. As
set out in more detail in the Corporate Governance section below, the Company is committed to protecting its business by
operating to the highest standards, through its effective management systems and maintaining and adhering to all of the policies
and procedures that the Company has in place.
Charles Santos, (63) (Portugal)
Executive Chairman (N)
Charles Santos has more than 35 years of experience in
political and commercial negotiations in West Africa, the
Middle East, and Central, South, and East Asia. Charles
served on the board of and led commercial negotiations on
the Afghan portion of the Turkmen-Afghan-Pakistan-India gas
pipeline for a consortium of international energy companies.
He developed energy projects in Central Asia, including the
farm-in of critical gas assets in Uzbekistan, where he served as
the Chairman of the Steering Committee and the Operations
Committee. Working for the United Nations in the late 1980s
and early to mid-1990s, Charles served as Special Advisor
to four Under-Secretary-Generals. He was the Deputy Head
and Political Advisor to UN Peace missions in Afghanistan and
Tajikistan. Charles was appointed Chairman in August 2020
and Executive Chairman in January 2022. Charles is also
currently the CEO and Chairman of UIG Energy Inc, which
develops energy projects in Central and Southeast Asia.
Tom Mackay, (68) (UK)
Non-Executive Director (A,N,R)
(Senior Independent Director)
Tom Mackay was originally appointed as a Non-Executive
Director of Aminex in September 2014 serving on the Audit and
Nominations Committees and as Chair of the Remuneration
Committee before he was appointed Interim CEO in May 2019
before stepping down and resigning from the Board in April
2020. He was reappointed as a Non-Executive Director in
August 2020. Originally graduating with a degree in Geology
from Durham University, he retrained as a Petroleum Engineer
with Shell and later served in senior management positions
with Clyde Petroleum and Gulf Canada. He was General
Manager and later Senior Vice President of Stratic Energy
Corporation and more recently, a Partner in Gemini Oil & Gas
Advisors LLP; acting in technical, commercial and financial
advisory capacities to the Gemini Oil & Gas Funds, investing in
global appraisal and development projects.
Sultan Al-Ghaithi, (49) (Oman)
Non-Executive Director
Sultan Al-Ghaithi has over 20 years of industry experience
and is currently Chief Executive Officer of ARA Petroleum
LLC. He is a wellsite engineer by background and has
previously worked with Petroleum Development Oman and
Weatherford International where he was Country and Area
Manager in Oman. Sultan previously served on the Board of
Aminex between October 2017 and September 2019 before
being reappointed to the Board in August 2022.
Robert Ambrose, (65) (UK)
Non-Executive Director (A,N,R)
Robert Ambrose is the Chief Compliance Officer for ARA
Petroleum LLC. He was the Chief Operating Officer of The
Zubair Corporation’s Energy & Logistics Division. He has a
Master’s in Petroleum Engineering from Imperial College,
London, and a Mechanical Engineering Honours Degree
from Brunel University in the UK. He has over 40 years of
experience in the oil and gas industry, from downstream to
upstream, covering many aspects of the supply chain. He
has experience in and has held senior management roles
involving the reservoir, well construction, and production
both onshore and offshore. He joined The Zubair Group in
2001 and previously served on the Aminex board between
September 2019 until January 2021 as a non- executive
director and then as interim CEO.
A Member of Audit and Risk Committee
N Member of Nominations Committee
R Member of Remuneration Committee
Board of Directors
Aminex PLC
annual report 2024
15
Aminex PLC
annual report 2024
16
The Directors present their annual report and audited financial
statements for Aminex PLC (“the Company”) and its subsidiary
undertakings (“the Group”) prepared in US dollars for the year
ended 31 December 2024.
Principal activities
The principal activities of the Group are the exploration,
appraisal, development and production of oil and gas
assets, reserves and resources. The Group operates through
subsidiary undertakings, details of which are set out in Note
14 to the financial statements. The Group’s principal area of
activity is in Tanzania.
Results and dividends
As set out in the Group Income Statement on page 41, the
Group loss after tax amounted to US$5.30 million which
compares with a loss after tax of US$1.12 million for 2023. No
dividends were paid during the year (2023: US$nil).
Share capital
At 31 December 2024, the Company had two classes of
shares which were divided into Ordinary Shares of €0.001
each and Deferred Shares of €0.059 each. The number of
Ordinary Shares of €0.001 and Deferred Shares of €0.059
in issue were 4,219,167,024 and 818,658,421 respectively
(2023:
4,211,167,024
Ordinary
Shares
of
€0.001
each
and
818,658,421
Deferred
Shares
of
€0.059
each).
The
Company’s authorised share capital was €64,000,000 (2023:
€64,000,000) comprising 5,000,000,000 Ordinary Shares of
€0.001 each and 1,000,000,000 Deferred Shares of €0.059
each (2023: 5,000,000,000 Ordinary Shares of €0.001 each
and 1,000,000,000 Deferred Shares of €0.059 each). The
Ordinary Shares are in registered form.
Resolutions will be proposed to renew the Directors’ authority
to allot share capital of the Company, as will be set out more
fully in the Notice of Annual General Meeting. The Directors
were granted authority at the 2017 Annual General Meeting
to consolidate the existing ordinary shares at a ratio of 1 new
ordinary share for every 20 existing Ordinary Shares and to
cancel the Deferred Shares of €0.059 each and this authority
remains at the Directors’ discretion.
Additional information in respect of shares and directors
as required by the European Communities (Takeover Bids
(Directive 2004 25/EC)) Regulations 2006 are set out on pages
18 and 19.
Directors and their interests
Biographies
of
all
Directors
are
set
out
on
page
15.
In accordance with the Articles of Association, Sultan Al-
Ghaithi retires from the Board and being eligible offers himself
for re-election.
With the exception of the transactions stated in Note 27
to the financial statements, there were no other significant
contracts, other than Executive Directors’ contracts of
service, in which any Director had a material interest.
The Directors who held office at or have been appointed
since 31 December 2024 had no beneficial interests in any
of the shares of the Company and Group companies other
than Ordinary Shares in Aminex PLC as follows:
Directors’ Report
Aminex PLC
annual report 2024
17
Director
Number of Ordinary Shares
29 April
31 December
31 December
2025
2024
2023
Tom Mackay
2,654,988
2,654,988
1,528,947
Robert Ambrose
7,533,526
7,533,526
7,533,526
Details of the Directors’ share options are set out in the
Remuneration Report on pages 31 to 32.
Substantial shareholdings in the Company
As of the date of this report, the following was a holder of 3%
or more of the Company’s issued Ordinary Share capital:
Number of shares
Per cent
Eclipse Investments LLC
1,153,536,807
27.34
The Directors have not been made aware of any other
beneficial shareholdings of 3% or more of the issued Share
Capital as at the date of this report.
Finance Review
A review of current year financial activities is set out in the
Finance Review on pages 4 and 5.
Operations Report
A review of exploration and production activities during 2024
and outlook for 2025 are set out in the Executive Chairman’s
Statement on pages 2 and 3, and in the Operations Review on
pages 6 to 9.
Payment of Suppliers
The Company’s policy is to agree payment terms with individual
suppliers and to abide by such terms.
Electoral Act 1997
The Group did not make any political donations during the
current or previous year.
Corporate Governance Statement
Statements by the Directors in relation to the Company’s
application of corporate governance principles, compliance
with the principles of the UK Quoted Companies Alliance
Corporate Governance Code published in April 2018 (the
“QCA Code”), the Group’s system of internal controls and
the adoption of the going concern basis of preparation of
the financial statements are set out on pages 20 to 30. The
report on Directors’ remuneration is set out on pages 31 to 32.
Principal risks and uncertainties are set out on pages 28 to 29
to comply with Companies Act 2014 requirements.
Audit and Risk Committee
The Group has established an Audit and Risk Committee that
is chaired by an independent Director and whose terms of
reference include:
a)
monitoring of the financial reporting process;
b)
reviewing the accounting policies and significant financial
reporting issues and judgements;
c)
monitoring of the effectiveness of the Group and Company’s
systems of internal control and risk management;
d) monitoring the need for or the effectiveness of the internal
audit function;
e) overseeing the relationship with the statutory auditors
and reviewing and monitoring of the statutory audit of the
Group and Company’s statutory financial statements;
f)
review and monitoring of the independence of the statutory
auditors and in particular the provision of additional
services to the Group and Company;
g)
ensuring the integrity of the financial statements; and
h)
review of the Group’s financial and operating risks and
ensuring that appropriate procedures are in place for
mitigating risk.
Further details are provided in the Corporate Governance
Statement on pages 20 to 30.
Relevant audit information
The Directors believe that they have taken all steps necessary
to make themselves aware of any relevant audit information
and have established that the Group statutory auditors are
aware of this information. In so far as they are aware there is
no relevant audit information of which the Group’s statutory
auditors are unaware.
Directors’ Compliance Statement
The Directors, in accordance with Section 225(2) of the
Companies Act 2014, acknowledge that they are responsible
for securing the Company’s compliance with certain obligations
specified in that section arising from the Companies Act 2014,
and tax laws (‘relevant obligations’). The directors confirm that:
•
A compliance policy statement has been drawn up
setting out the Company’s policies that in their opinion are
appropriate with regard to such compliance;
•
Appropriate arrangements and structures have been put
in place that, in their opinion, are designed to provide
reasonable assurance of compliance in all material
respects with those relevant obligations; and
•
A review has been conducted, during the financial year, of
those arrangements and structures.
Post balance sheet events
There are no post balance sheet events to report.
Accounting records
The Directors believe that they have complied with the
requirements of Sections 281 to 285 of the Companies Act
2014 with regard to maintaining adequate accounting records
by employing personnel with appropriate expertise and by
providing adequate resources to the finance function.
Auditor
In accordance with Section 383(2) of the Companies Act 2014,
the auditor, Baker Tilly Ireland Audit Limited, Statutory Auditors,
(“Baker Tilly”) have indicated their willingness to continue in
office. Baker Tilly were appointed in December 2024 as the
Group’s statutory auditor for the financial year commencing 1
January 2024. The appointment remains subject to approval
by shareholders at the 2025 Annual General Meeting.
On behalf of the Board
Charles Santos
Director
29 April 2025
Directors’ Report
continued
Aminex PLC
annual report 2024
18
Additional information in respect of shares and Directors
as required by the European Communities (Takeover Bids
(Directive 2004 25/EC)) Regulations 2006 are set out below.
Amendment to the Articles of Association
Any amendment to the Articles of Association (‘Articles’) of
the Company requires the passing of a special resolution in
accordance with the provisions of the Companies Act.
Rights attaching to shares
The rights attaching to the Ordinary and Deferred Shares are
defined in the Company’s Articles.
At any general meeting, a resolution put to the vote shall
be decided on a show of hands unless a poll is (before
or on the declaration of the result of the show of hands)
demanded by the Chairman of the meeting, or by at least
three shareholders present in person or by proxy, or by any
shareholder or shareholders present in person or by proxy
and representing not less than 10% of the total voting rights
of all the shareholders having the right to vote at the meeting,
or by a shareholder or shareholders holding shares in the
Company conferring the right to vote at the meeting being
shares on which an aggregate sum has been paid equal to
not less than 10% of the total sum paid up on all the shares
conferring that right to vote.
The shareholders may declare dividends by passing an
ordinary resolution in general meeting, but the amount of the
dividend shall not exceed the amount recommended by the
Directors. The Directors may authorise the payment of interim
dividends. No dividend shall be paid unless the distributable
profits of the Company justify the payment.
Notice of each dividend declared and/or other monies payable
to members (including, without prejudice to the generality of
the foregoing, on a return of capital) shall be given to each
member in the manner set out in the Articles. All dividends
and/ or other monies payable to members (including, without
prejudice to the generality of the foregoing, on a return of
capital) unclaimed for a period of 12 years after the declared
date of payment thereof may by resolution of the Board be
forfeited for the benefit of the Company.
If the Company is wound up, the liquidator may allocate, with
the sanction of a special resolution passed in general meeting
and any other sanction required by the Companies Act 2014,
between the shareholders in specie or in kind the whole or
any part of the assets of the Company. The liquidator may
value the assets and determine how to divide the assets
between shareholders or different classes of shareholders.
The liquidator may transfer the whole or any part of the
assets into trust for the benefit of the shareholders.
Voting at general meetings
Subject to any rights or restrictions for the time being attached
to any class of shares, shareholders may attend any general
meeting and, on a show of hands, every shareholder present
in person or by proxy shall have one vote and on a poll every
shareholder present in person or by proxy shall have one
vote for each share of which he/she is the holder.
Additional Information for Shareholders
Votes may be given either personally or by proxy. The form
of proxy shall be signed by the appointer or his/her duly
authorised attorney or if the appointer is a body corporate
either under the seal or signed by an officer of the body
corporate duly authorised.
The form of proxy must be delivered to the Company not
less than 48 hours before the time appointed for holding the
meeting or adjourned meeting as notified in the notice of
general meeting at which the person named in the form of
proxy proposes to vote.
No shareholder shall be entitled to vote at any general
meeting unless all calls or other sums payable in respect of
his/her shares have been paid.
Transfer of shares
The Directors may decline to register the transfer of a
share which is not fully paid. Shares held are transferable
in accordance with the rules or conditions imposed by
the operator of the relevant system that enables title to
the Ordinary Shares to be evidenced and transferred in
accordance with the Companies Act 2014.
The rights attaching to Ordinary Shares remain with the
transferor until the name of the transferee has been entered
on the Register of Members of the Company.
In accordance with the EU Central Securities Depository
Regulation EU 909/2014 (‘CSDR’), the Dematerialisation of
Irish Securities came into effect on 1 January 2025, requiring
all shares issued by the Company to be held in uncertificated
form.
Therefore,
effective
from
1
January
2025,
share
certificates for the Company are no longer issued or valid as
evidence of title and entries on the shareholder register were
replaced and recorded electronically by book entry record.
Dr. Doto Mashaka Biteko, Deputy Prime Minister and Minister for Energy of
Tanzania and Saud bin Hilal bin Saud Al Alshaidani, Ambassador of Oman to
Tanzania at the Ntorya site, September 2024
Aminex PLC
annual report 2024
19
Additional Information for Shareholders
continued
Visit to Ntorya site, September 2024 (L-R) James Lansdell and Erhan Saygi, both ARA Petroleum, Charles Santos and Brian Cassidy, both Aminex
Variation of rights
Without prejudice to any special rights previously conferred on
the holders of any existing shares or class of shares, any share
in the Company may be issued with such preferred, deferred
or other special right or such restrictions, whether in regard to
dividend, voting, return of capital or otherwise, as the Company
may from time to time by ordinary resolution determine.
If at any time the share capital is divided into different classes
of shares, the rights attached to any class may be varied or
abrogated with the written consent of the holders of at least
75% of the issued shares of that class, or with the sanction of a
special resolution passed at a separate general meeting of the
holders of the shares of that class.
Appointment and replacement of Directors
There will be no less than two Directors. Directors may be
appointed by the Company by ordinary resolution (provided
not less than 7 days or more than 42 days before the day
appointed for the meeting, notice is given to the Company of
the intention to propose a person for election) or by the Board.
A Director appointed by the Board shall hold office only until
the following annual general meeting and shall be eligible for
re-election but shall not be taken into account in determining
the Directors who are to retire by rotation at that meeting. At
each annual general meeting of the Company, one-third of
the Directors shall retire by rotation or if their number is not
a multiple of three then the number nearest one-third shall
retire from office. The Directors to retire in every year shall be
those who have been longest in office since their last election
but as between persons who became Directors on the same
day, those to retire shall (unless otherwise agreed among
themselves) be determined by lot. A retiring Director shall be
eligible for re-election.
The Company may, by ordinary resolution of which extended
notice has been given in accordance with the Companies Act
2014, remove any Director before the expiration of his period
of office.
Powers of the Directors
The business of the Company shall be managed by the
Directors who may exercise all such powers of the Company
as are not required by the Companies Act 2014 or by the
Articles to be exercised by the Company in general meeting.
The Directors are, subject to the provisions of the Companies
Act 2014, authorised to allot shares in accordance with an
offer or agreement for the number of authorised shares not
yet issued and also to issue shares for cash. Resolutions to
renew these authorities will be set out in the Notice of Annual
General Meeting. Under the Company’s share option plans,
the Directors are authorised, in the event of an offer for the
whole or a specified portion of the share capital, to request
option holders to exercise unexercised options.
Listing Status and Corporate Governance
Following the changes to the UK listing regime on 29 July
2024, the Company is now listed on the Equity Shares
(Transition) category of the Official List of the Financial
Conduct Authority. Since 2020, the Company has applied
the principles of the UK Quoted Companies Alliance
Corporate Governance Code (the “QCA Code”), being a
code appropriate to the size and shape of the Company.
Except where otherwise set out in the Corporate Governance
section below (pages 20 to 30), the Directors believe that the
Group has complied with the provisions of the QCA Code
throughout the year under review.
Aminex PLC
annual report 2024
20
Compliance with the provisions of the UK Quoted
Companies Alliance Corporate Governance Code
The QCA Code is based on ten principles that companies
should follow to deliver growth in long-term shareholder value.
The QCA has stated what it considers to be appropriate
arrangements for growing companies and asks companies
to provide an explanation about how they are meeting the
principles
through
the
prescribed
disclosures.
We
have
considered how we apply each principle to the extent that the
Board judges these to be appropriate in view of the Company’s
size, strategy, resources and stage of development, and
below we provide an explanation of the approach taken in
relation to each. This report explains in broad terms how the
Company applies the main principles of the QCA Code. The
Directors consider that Aminex PLC has complied throughout
the year with the provisions of the QCA Code except for the
following matters:
•
The Company does not currently set out on its website how
it applies the main principles of the QCA Code.
•
A performance evaluation of the Board, its Committees and
its Directors was not undertaken during the year.
•
As stated in the Directors’ Remuneration Report, during
2024, Tom Mackay, the Company’s Senior Independent
Director held options over the Ordinary Shares of the
Company. A number of the options were granted to Tom
Mackay as part of his remuneration package in 2019 when
he was Chief Executive Officer of the Company and under
the terms of his departure as Chief Executive Officer in 2020,
he was entitled to retain such options. Share options were
granted to Tom Mackay under the Aminex PLC Restricted
Share Plan (the “Plan”) as part of his remuneration package
in 2022. Further share options under the Plan were granted
to him in June 2023. The Board considers Tom Mackay to
be free from any business relationships or circumstances
that could materially interfere with the exercise of his
independent judgement.
•
The combined role of Executive Chairman was instigated
in January 2022, following the stepping down of the interim
Chief Executive Officer, with the support of the Board
and following consultation with the Company’s largest
shareholder.
While
it
is
recognised
that
separation
of
the two roles of Chairman and Chief Executive is a more
desirable corporate governance standard, the Board,
with the exclusion of the Executive Chairman, felt that the
experience, stability, commitment and enthusiasm he could
bring to the role, along with the cost benefits, offset this.
•
Since July 2020, the Company has not had at least two
independent non-executive directors. There is currently
one independent Non-Executive Director, Tom Mackay, and
two Non-Executive Directors, Sultan Al-Ghaithi and Robert
Ambrose, who were appointed by the Company’s largest
shareholder, Eclipse Investments LLC (“Eclipse”). Eclipse
has the right to appoint two Non-Executive Directors. The
Company is of the view that the current make-up of the
Board reflects the Company’s requirements at this stage.
The Board of Directors
The Company is controlled through its Board of Directors. The
Board’s main roles are to create value for shareholders, to
provide entrepreneurial leadership to the Group, to approve
the Group’s strategic objectives and to ensure that the
necessary financial and other resources are made available to
enable the Group to meet its objectives.
There are matters which are specifically reserved for the
Board which include setting and monitoring business strategy;
evaluating exploration opportunities and risks; approving all
capital expenditure on exploration and producing oil and gas
assets; approving all investments and disposals; approving
budgets and monitoring performance against budgets;
reviewing the Group’s health and safety policy and considering
and appointing new Directors and the Company Secretary.
The Board consists of four members and comprises an
Executive Chairman and three Non-Executive Directors. Brief
biographies of the Directors are set out on page 15.
Under the terms of the Company’s Articles, at least one third
of the Board must seek re-election to the Board at the Annual
General Meeting each year. Sultan Al-Ghaithi is required to
seek re-election at the forthcoming Annual General Meeting.
The Company grants indemnities to its Directors to cover the
cost of legal action against its Directors.
Establish a strategy and business model which
promote long-term value for shareholders
The strategy is reviewed by the Board. Senior management led
by the Executive Chairman are responsible for executing the
strategy once agreed by the Board. All developments in the
Company’s business are communicated to the shareholders
via regulatory news service (“RNS”) announcements, Annual
Report and Accounts, half yearly announcements and investor
presentations at the Company’s Annual General Meetings.
The Company’s overall strategic objective is to develop its
Tanzanian assets to generate a near term cashflow and seek
strategic growth and consolidation opportunities, yielding
value to shareholders. The Company aims to achieve this
through our technical expertise, operational capabilities and
industry contacts, secured by the close links we forge with
Corporate Governance
Directors’ attendance at Board and Committee Meetings
The table below sets out the attendance record of each Director at scheduled Board and Committee meetings during 2024.
Board (Main)
Audit and Risk Committee
Remuneration Committee
Number of meetings
3
3
1
Meetings attended
Meetings attended
Meetings attended
Sultan Al-Ghaithi
2
n/a
n/a
Robert Ambrose
3
3
1
Tom Mackay
3
3
1
Charles Santos
3
n/a
n/a
K
ey: n/a Not applicable (where a Director was not a member of the Committee)
During 2024, certain Directors who were not committee members attended meetings of the Committees by invitation. These
details have not been included in the table above.
Aminex PLC
annual report 2024
21
the Tanzanian authorities and the local communities in which
we operate. The Company’s carry under the Ruvuma PSA is
expected to fully fund Aminex through to full-field development
of the Ntorya gas-field and to relieve the Company of all its
development capital requirements associated with the field.
Risk assessment and evaluation is an essential part of
the Company’s planning and an important aspect of the
Company’s internal control system. The Company strives
to develop strong working relationships with its partners
and suppliers in Tanzania to manage and mitigate the
operational risks.
Seek to understand and meet shareholder needs
and expectations
The Company’s Executive Chairman is responsible for
shareholder liaison. He holds regular meetings with the
Company’s major shareholder to discuss the Company’s
strategy and performance and maintains a dialogue between
the Company and its investors. The entire Board receives
feedback following these meetings and any issues raised
are discussed. The Independent Non-Executive Director is
available to meet with shareholders if required.
The Annual General Meeting (“AGM”) is the main forum
for dialogue between the Board and the shareholders. All
Directors aim to attend the AGM. The Executive Chairman
leads the AGM and takes questions from the floor. The
Executive Chairman receives regular industry and peer
updates, to enable him to keep current on issues relevant to
the Company and its shareholders.
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
The Company’s ability to achieve its long-term success
is dependent on good relations across a wide range of
stakeholders both internally (employees) and externally (joint
operation partners, suppliers, regulatory authorities, local
governments and communities in which we operate).
Our employees are one of the most important stakeholder groups
and the Board recognises the need for two-way communication
with the workforce. The small size of the Company means that
the Directors and senior managers are relatively accessible to all
employees to provide and receive feedback.
We recognise our responsibilities to the environment and
community in the areas in which we operate. The Company
places a high priority on operating to high standards of
integrity and ethics. We recognise that our activities may
have an impact on the environment and therefore aim to
minimise that impact by operating in a socially responsible
manner. The Company seeks to behave as a responsible
employer
and
make
positive
contributions
to
the
local
economies. The Company has also considered the risk
of climate change and the decarbonisation of the global
economy to its business and will continue to monitor shifts in
investor sentiment towards the oil and gas sector related to
climate change and will receive updates relating to Tanzania’s
energy transition and climate resilience plans. As set out on
pages 10 to 14, during 2024 and in order to report in line
with the TCFD framework, the Company undertook a detailed
risk and opportunity identification assessment and to stress-
test the Group’s strategy out to 2050 using scenario analysis.
This process deepened the Group’s understanding of the
climate-related risks facing it over the coming decades and
highlighted additional considerations that require embedding
into
the
decision-making
of
the
Company.
It
has
also
strengthened the understanding of the significant opportunity
that underpins the Group’s strategy.
All the Company’s stakeholders have access to contact
information for communication with the Company.
Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The Board acknowledges its overall responsibility for ensuring
that the Company has a robust framework of risk management
and an appropriate system of internal control. However, any
system can only provide reasonable, not absolute, assurance
against material misstatement or loss and is designed to
manage but not to eliminate the risk of failure to achieve
business objectives. The key risk management procedures
are preparation of annual budgets for approval by the Board;
cash flow management and treasury policies and procedures
for the management of liquidity, currency and credit risk
on
financial
assets
and
liabilities;
regular
management,
committee and Board meetings to review operating and
financial activities; consideration of industry and country-
specific risks as part of the Company’s review of strategy;
recruitment of appropriately qualified and experienced staff
to key financial and management positions; and preparation
of annual financial statements, including external audit review.
Maintain the board as a well-functioning, balanced
team led by the chair
The Board consists of four members and comprises an
Executive
Chairman
and
three
Non-Executive
Directors.
The Executive Chairman is responsible for the leadership of
the Board, ensuring its effectiveness and setting its agenda
and, with support from the Audit and Risk Committee and
the Company Secretary, is responsible for the Company’s
approach to corporate governance and the application of the
principles of the QCA Code. As a result of the Company’s
increasing focus on cost management and given the lack
of operational activity by the Company, the appointment of
an Executive Chairman in January 2022 in place of a Chief
Executive Officer and a Non-Executive Chairman was both
appropriate and prudent and followed consultation with the
Company’s
largest
shareholder.
The
Senior
Independent
Director is Tom Mackay. Tom Mackay served as interim Chief
Executive of the Company between May 2019 and April 2020
however the Board considers him to be free from any business
relationships or circumstances that could materially interfere
with the exercise of his independent judgement.
All Directors are expected to attend the scheduled meetings
during the year. In addition, other meetings and calls are
held in between each scheduled meeting to ensure that
Non-Executive
Directors
are
kept
informed
of
corporate
developments. To ensure that the Directors can properly
carry out their roles, all Directors receive reports and papers
on a timely basis for Board and Committee meetings. The
Directors
have
access
to
a
regular
supply
of
financial,
operational and strategic information to assist them in the
discharge of their duties. Such information is provided as part
of the normal management reporting cycle undertaken by
senior management. All Directors have access to the advice
and services of the Company Secretary and may obtain
independent professional advice at the Group’s expense.
The Directors allocate appropriate time for the proper
discharge of their duties and understand the need to commit
additional time in exceptional circumstances.
Corporate Governance
continued
Aminex PLC
annual report 2024
22
The Board is responsible for setting the overall strategy of the
business, reviewing management performance and ensuring
the Company has sufficient financial and human resources
to meet its objectives. It directs the Company’s activities in
an effective manner through regular Board meetings and
monitors performance through timely and relevant reporting
procedures. The Board is specifically responsible for approval
of budgetary and business plans; approval of significant
investments and capital expenditure; approval of annual
and half-year results and interim management statements,
accounting policies and the appointment and remuneration of
the external auditors; changes to the Group’s capital structure
and the issue of any securities; establishing and maintaining
the
Group’s
risk
appetite,
system
of
internal
control,
governance and approval authorities; executive performance
and succession planning; determining standards of ethics
and policies in relation to health, safety, security, environment,
social and community responsibilities; disclosure to the
market and shareholders.
Board Committees
During 2024, the Board had an Audit and Risk Committee,
a Remuneration Committee and a Nominations Committee,
each of which has formal terms of reference approved by the
Board. The activities of the Committees are set out on pages
24 to 27.
Attendance at Board and Committee meetings is set out on
page 20.
Tom
Mackay,
the
Senior
Independent
Director,
has
a
beneficial
interest
in
the
Company
and
participates
in
the Aminex PLC Executive Share Option Scheme (the
“Scheme”) and the Plan. Share options were granted to
Tom Mackay under the Scheme as part of his remuneration
package in 2019 when he was interim Chief Executive
Officer of the Company and under the terms of his departure
as Chief Executive Officer in 2020, he was entitled to retain
such options. Share options were granted to Tom Mackay
under the Plan as part of his remuneration package in 2022.
Further share options under the Plan were granted to him in
June 2023. The Board considers Tom Mackay is free from
any business relationships or circumstances that could
materially interfere with the exercise of his independent
judgement.
Sultan Al-Ghaithi, a Non-Executive Director, was granted
options under the Plan in June 2023. Sultan Al-Ghaithi was
nominated by Eclipse, a major shareholder in the Company,
to be a Non-Executive Director.
Sultan Al-Ghaithi is the Chief Executive Officer of ARA
Petroleum LLC which is an associate company of Eclipse.
The Board recognises this potential conflict of interest and
procedures are in place to ensure that the obligations of
Eclipse-appointed representatives as Directors of Aminex
are observed.
Robert Ambrose, a Non-Executive Director, has a beneficial
interest
in
the
Company.
Robert
Ambrose
is
the
Chief
Compliance Officer for ARA Petroleum LLC which is an
associate company of Eclipse, a major shareholder in the
Company, and was nominated by Eclipse to be a Non-
Executive
Director.
The
Board
recognises
this
potential
conflict of interest and procedures are in place to ensure
that the obligations of Eclipse-appointed representatives as
Directors of Aminex are observed.
The Executive Chairman considers that the Company has
a balanced and diverse Board with the requisite skills to
source and assess future strategic growth and consolidation
opportunities as it transitions from operator to non-operator
of its key asset.
Ensure
that
between
them
the
directors
have
the necessary up-to-date experience, skills and
capabilities
The Company is committed to ensure that the Board has a
suitable mix of skills and competencies covering all essential
disciplines
and
is
sufficiently
diverse
and
appropriately
balanced. In its work in the area of Board renewal, the
Nominations Committee looks at a number of criteria when
considering Non-Executive Director and Executive Director
candidates, including: international business experience,
particularly in the region in which the Group operates or into
which it intends to expand; skills, knowledge and expertise
(including educational or professional background) in areas
relevant to the operation of the Board; diversity, including
nationality and gender; and the need for an appropriately
sized Board.
During the ongoing process of Board renewal, each, or a
combination, of these factors can take priority. The Board
appointed its first female Director in January 2019. Three
nationalities are represented on the Board, and the Directors
have a wide range of backgrounds and experiences including
African oil and gas operations, listed company, commercial,
legal, transactional and financial experience. The average
tenure of service by a Director (including previous service
by Tom Mackay, Sultan Al-Ghaithi and Robert Ambrose) is
six years.
The nature of the Company’s business requires the Directors
to keep their skillset up to date. The Directors are kept
informed on relevant regulatory compliance and statutory
matters
through
briefings
by
external
advisers
and
all
Executive and Non-Executive Directors have access to the
Company’s external advisers.
All Company Non-Executive Directors also hold directorships
and senior management roles in other companies, helping
to ensure broad and current experience. Further training is
available at the Company’s expense.
Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement
The Board considers that the combination of Non-Executive
and Executive Directors is of sufficient competence and
experience to support the strategy and development of
the Company. The Executive Chairman and Nominations
Committee will continue to review and monitor the strength
and objectivity of the Board and seek improvement.
Succession planning is currently undertaken on an informal
basis by the Executive Chairman in consultation with the Board.
The Board is satisfied that this is appropriate for this stage in
the Company’s development.
While the Executive Chairman and Nominations Committee
evaluate requirements for the Board, a formal evaluation
process for the Board as a whole, as well as of its Committees
and Directors, has not taken place in the year. The Company
does not currently comply with the QCA Code in this respect.
Corporate Governance
continued
Aminex PLC
annual report 2024
23
Promote a corporate culture that is based on ethical
values and behaviours
Our ethics
The Company is committed to upholding high ethical
standards and principles, both in letter and in spirit,
throughout all of our operations. The Company aspires to,
and encourages its staff to operate in a socially responsible
manner, acting professionally at all times.
The Company is committed to a strong ethical and values-
driven culture encompassing the highest standards of quality,
honesty, openness and accountability, and understands
that any issues counter to this culture could have an
extremely negative impact on the business. The Company,
its management, employees, contractors and partners have
the responsibility of applying the highest standard of ethical
business practices in all their relationships with shareholders,
suppliers, and the general public.
Creating a fair and inclusive culture
The Company promotes an inclusive, transparent and
respectful
culture.
Led
by
the
values
of
responsibility,
excellence and continuous improvement, integrity and
trustworthiness, cooperation and engagement, empathy
and fairness they apply their skills and expertise every day to
ensure we operate both responsibly and successfully.
The Company is an equal opportunity employer and seeks
to hire, endorse and retain highly skilled people based on
merit, competence, performance, and business needs. The
Company is committed to employment policies which follow
best practice, based on equal opportunities for all employees,
irrespective of ethnic origin, religion, political opinion, gender,
marital status, disability, age or sexual orientation.
The Company communicates its corporate culture through
staff
presentations
and
inductions.
To
embody
and
promote sound ethical principles, the Board has endorsed
the following key policies: Employee Handbook; Code of
Business Conduct; Share Dealing Policy; Anti-Bribery and
Corruption Policy; Whistleblowing Policy; and Health, Safety,
Security and Environment Policy.
Share Dealing Policy
The Company has adopted a Market Abuse Regulation-
compliant share dealing policy for Directors and employees of
the Company. The Directors consider that this share dealing
policy is appropriate for the Company. The Company takes
all reasonable steps to ensure compliance with the share
dealing policy by the Directors and employees.
Health, Safety, Security and Environment (HSSE) Policy
The Company’s objectives include observing a high level of
health, safety and security standards, developing our staff to
their highest potential and being a good corporate citizen in
Tanzania. The Company is committed to providing a safe and
secure working environment for its employees and anyone
doing work on the Company’s behalf. The Management Risk
Committee reviews and makes recommendations concerning
risk, health, safety and security issues. HSSE is discussed at
each scheduled Board meeting of the Company.
Whistleblowing Policy
The Company has a Whistleblowing Policy in place to assist
employees, suppliers, contractors and others with the
reporting of any malpractice or illegal act or omission by
others. The policy is reviewed at least every two years or more
often if necessary and is communicated to all employees. It
was last reviewed in June 2024.
Anti-Bribery and Corruption policy
The Company’s Anti-Bribery and Corruption policy formalises
the Company’s zero-tolerance approach to bribery and
corruption. The Company expects all employees, suppliers,
contractors and consultants to conduct their day-to-day
business activities in a fair, honest and ethical manner, and
to be aware of and refer to the Anti-Bribery and Corruption
Policy in all of their business activities worldwide and to
conduct all business in compliance with it. The Company
seeks to enforce effective systems to counter bribery, such
as secondary authorisations for payments. We also expect
and require high standards of behaviour from our partners.
The Anti-Bribery and Corruption Policy is reviewed every two
years or more often if necessary and is communicated to all
employees. It was last reviewed in June 2024.
Maintain governance structures and processes that
are fit for purpose and support good decision-making
by the Board
The Board of Directors recognises the importance of applying
the highest standards of corporate governance to enable
effective and efficient decision making, and to assist the
Directors in discharging their duty to promote the success of
the Company for the benefit of its shareholders. The Board
is responsible for the Group’s system of internal controls, the
setting of appropriate policies on those controls, the regular
assurance that the system is functioning effectively and that it
is effective in managing business risk. The system of internal
control is designed to manage rather than eliminate the risk of
failure to achieve business objectives.
The Audit and Risk Committee monitors the Group’s internal
control procedures, reviews the internal controls processes
and risk management procedures and reports its conclusions
and recommendations to the Board.
The Directors consider that the frequency of Board meetings
and the information provided to the Board in relation to
Group operations assists the identification, evaluation and
management of significant risks relevant to its operations on
a continuous basis.
Preparation and issue of financial reports to shareholders and
the markets, including the consolidated financial statements,
is overseen by the Audit and Risk Committee. The Group’s
financial reporting process is controlled using documented
procedures. The process is supported by a Group finance
team based in the UK and finance personnel in Tanzania who
have responsibility and accountability to provide information in
keeping with agreed policies. Aminex’s processes support the
integrity and quality of data by arrangements for segregation
of duties. Each reporting entity’s financial information is
subject to scrutiny at reporting entity and Group level by the
Executive Chairman and Chief Financial Officer. The half-year
and annual consolidated reports are also reviewed by the
Audit and Risk Committee in advance of being presented to
the Board for review and approval.
Other key policies and procedures include preparation of
annual budgets for approval by the Board; ongoing review
of
expenditure
and
cashflow
versus
approved
budget;
establishment
of
appropriate
cashflow
management
and
treasury policies for the management of liquidity, currency
and credit risk on financial assets and liabilities; delegation
of authorities and bank mandates; regular management,
committee and Board meetings to review operational and
financial
activities;
recruitment
of
appropriately
qualified
Corporate Governance
continued
Aminex PLC
annual report 2024
24
and experienced staff to key financial and management
positions; Management Risk Committee, risk management
procedures and risk register to assist with the identification
and management of risk.
The Board reserves for itself a range of key decisions to ensure
that it retains proper direction and control of the Company
whilst delegating authority to the Executive Chairman who is
responsible for the day-to-day management of the business.
The following matters are reserved for the Board:
-
all matters which exceed the authority delegated to the
Executive Chairman;
-
mergers and acquisitions transactions;
-
strategy, budgets and business plans;
-
audit, financial and other reporting;
-
changes in the capital structure of the company and the
issue of shares or other securities by the Company;
-
policies and guidelines;
-
internal controls and governance;
-
appointment or removal of Directors and the Group
Company Secretary;
-
establishment of sub-boards and committees;
-
appointment, re-appointment or removal of the auditors
and any other corporate advisers.
The Company conducts a review of the Company’s
governance framework each year and takes into account
audit recommendations.
Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders
and other relevant stakeholders
Aminex is committed to open communication with all its
stakeholders. The Company communicates regularly with
shareholders including the release of the interim and annual
results and following significant developments. The Annual
General
Meeting
is
normally
attended
by
all
Directors.
Shareholders, including private investors, are invited to ask
questions on matters including the Group’s operations and
performance and to meet with the Directors after the formal
proceedings have ended.
The Group maintains a website www.aminex-plc.com on which
all announcements, financial statements and other corporate
information are published. The Directors are available to meet
institutional shareholders for ad hoc discussions. The Senior
Independent Director is available to meet with shareholders
if they have concerns which contact through the normal
channels of the Executive Chairman has failed to resolve or
for which such contact is inappropriate.
Copies of the Annual Report and Financial Statements are
issued to all shareholders who have requested them and
copies are available on the Group’s website www.aminex-
plc.com.
The Board discloses the result of general meetings by way
of announcement and in order to improve transparency, the
Board has committed to announcing proxy voting results in
future and disclosing them on the Company’s website. In the
event that a significant portion of voters have voted against a
resolution, an explanation of what actions it intends to take to
understand the reasons behind the vote will be included.
Audit and Risk Committee
Composition of the Audit and Risk Committee
The Audit and Risk Committee comprises two members.
The Senior Independent Director, Tom Mackay is the Chair
of the Committee and is considered by the Board to have
recent and relevant financial experience. During the year, the
Audit and Risk Committee comprised Tom Mackay (Chair)
and Robert Ambrose. All members of the Committee are
deemed to be financially competent and suitably qualified.
The terms of reference for the Audit and Risk Committee
are available for inspection on the Company’s website www.
aminex-plc.com.
Activities of the Audit and Risk Committee
The Audit and Risk Committee meets formally at least three
times a year and otherwise as required and also meets with
the Company’s external auditor at least twice a year. The
Audit and Risk Committee met three times during the year. All
Directors are invited to attend, and the Committee meetings
were attended by the Executive Chairman and the Chief
Financial Officer. The external auditor also attended part of
some of the meetings, as required and met separately with
the Committee Chair.
The main roles and responsibilities of the Audit and Risk
Committee are to monitor the integrity of the Company’s
financial statements, review key financial reporting judgements
and estimates and review and monitor the effectiveness of
the Group’s internal control and risk management systems.
The Committee also reviews and approves the audit and
non-audit fees due to the Group’s external auditor, approves
the external auditor’s letter of engagement and reviews the
external auditor’s report to the Audit and Risk Committee.
In undertaking this review, the Audit and Risk Committee
discussed with management and the external auditor the
critical accounting policies and judgements that had been
applied. In addition, it considers the financial performance,
position and prospects of the Group and the Company and
ensures they are properly monitored and reported on. It
oversees the relationship with the external auditor (including
advising on their appointment, agreeing the scope of the
audit and reviewing the audit findings). The Audit and Risk
Committee is also responsible for the appointment of the
external auditor and during 2024 conducted an audit tender
for the appointment of a new external auditor. During the year,
the Audit and Risk Committee discharged its responsibilities
as follows:
Integrity of the financial statements
The Audit and Risk Committee reviewed the interim and
annual financial statements prior to Board approval, the
appropriateness of the Group’s key accounting policies, key
judgements and estimates adopted in preparing the financial
statements and the potential impact on the Group’s financial
statements of certain matters such as impairment of non-
current asset values.
The Audit and Risk Committee determined that the key
risks of misstatement of the Group’s financial statements
related to the carrying value of intra-group loans, the carrying
value of exploration and evaluation assets, the carrying
value of production assets held under property, plant and
equipment, the recognition of contingent liabilities, including
commitments and certain amounts sought by the TPDC, and
going concern.
Corporate Governance
continued
Aminex PLC
annual report 2024
25
These issues were discussed with management during the
year when the Committee considered the half-year financial
statements in September 2024 and the financial statements
for the year ended 31 December 2024 in April 2025. These
matters and how they were addressed are set out in further
detail below:
Carrying value of exploration and evaluation assets
The total carrying value of exploration and evaluation assets
at 31 December 2024 is US$38.93 million. The Audit and
Risk Committee assessed the carrying value of exploration
and
evaluation
assets
by
applying
the
industry-specific
indicators of impairment set out in IFRS 6 “Exploration for
and Evaluation of Mineral Resources” along with a review
of any other potential indicators of impairment. The Audit
and Risk Committee considered the expiry of and prospect
of extensions to each licence, anticipated continuance of
activity and planned expenditure and whether there was any
indication that the carrying cost was unlikely to be recovered
from a successful development or sale.
The Audit and Risk Committee considered the recoverability
of the carrying value of the Ruvuma PSA, which contains
the Mtwara Licence. The Committee noted the signing of
the Gas Sales Agreement (“GSA”) in January 2024, the
granting of the Ntorya Development Licence in May 2024,
the progress APT had made during the year in respect of
land acquired for the upstream processing facilities and
the Chikumbi-1 well location as well as expanding another
nearby site to accommodate the construction of a camp
and storage yard and the proposed work programme and
budget for 2025, approved by all Ruvuma JV partners.
The Committee noted that the 2020 Farm-Out had secured
US$35 million of carry consideration for the Group’s share
of future expenditure on the Ruvuma PSA asset with the
expectation that this funding would see the Group through
to material production from the development if successful.
The Committee concurred with management that there
was a reasonable expectation that this investment would
result in the asset’s recoverable amount being greater than
the carrying value of the asset.
The Audit and Risk Committee were satisfied no further
provision for impairment was required against the remaining
carrying value of the Ruvuma PSA.
In 2019, the Company recognised a partial impairment of
US$10.4 million against the carrying value of the Ruvuma
PSA in respect of the Lindi Licence. The Committee took
into consideration the continuing uncertainty of the impact
of The Petroleum (Cost Recovery Accounting) Regulations
2019 on the recoverability of past expenditure on the Licence
and the Committee concurred with management that the
Lindi Licence exploration costs of US$10.4 million should
remain impaired until either a new PSA is granted for the Lindi
Licence or the Company is able to demonstrate with sufficient
certainty that The Petroleum (Cost Recovery Accounting)
Regulations 2019 should not impact the recovery of Lindi
costs under the Mtwara Licence.
In respect of the Nyuni Area PSA, the Group commenced
discussions with the Tanzanian authorities during 2022 to
return the licence to the Ministry of Energy. Such discussions
are ongoing and have resulted in the Group being requested
to continue to market the licence into 2025 in an attempt to
find a third-party partner willing to pursue and fund a mutually
agreed
re-negotiated
work
programme.
The
Committee
confirmed management’s conclusion that the Nyuni Area PSA
asset should continue to be fully impaired at 31 December
2024 and any expenditure related to the Nyuni Area PSA in
2024 will be fully provided against.
The Committee considered the recoverability of the carrying
value of the Kiliwani South CGU and noted that no activity
was planned on the asset by the Company, and with the
continued uncertainty over the Nyuni Area PSA and the
continued delays over the Kiliwani North licence’s commercial
terms, it was unlikely any development, particularly in the
near term, would commence. Furthermore, the Committee
noted that with the Group transitioning to a non-operator
strategy any development would require a suitable farm-
in partner that would secure the necessary funding and is
capable to assume operatorship of the Licence, noting that
this could take significant time to complete. The Committee
concluded with management that the above were indicators
of impairment and that the Kiliwani South CGU should remain
fully impaired as at 31 December 2024.
Carrying value of property plant and equipment
The Audit and Risk Committee assessed the carrying value
of the development asset at Kiliwani North.
The Committee concluded an impairment indicator
continued to exist following the continued delays over
production from the KN-1 well.
The Committee considered the appropriate valuation
method to adopt considering the changes in circumstances
during the year including failure to agree commercial
terms over production and transition to a non-operator
strategy. The Committee concluded that a value-in-use
basis to determine the recoverable amount was the most
appropriate method of valuation and would generally be
higher than the asset’s fair value less cost of disposal.
The Committee noted the key assumption for the 2024
impairment test was the expectation on the timing of
commencement of production.
The Committee agreed with management’s assessment,
that although the Company is actively pursuing a farm
in partner, the remediation of the KN-1 well was unlikely,
considering the time it would take to agree commercial
terms, identify a suitable partner to assume operatorship
and bring in the necessary funding to enable any work
programme. Therefore, the Committee concluded that the
production assumption for the KN-1 well, that represents
the carrying value of the Kiliwani North CGU, should be
nil and, as the fair value less costs of disposal was also
considered to be nil, the asset should remain fully impaired.
The total impairment charge recognised in 2024 was
US$1.48 million (2023: US$0.10 million).
Carrying value of intra-group loans
During the year, due to progress made on the Ruvuma
PSA, including the grant of the Ntorya Development
Licence, signing of the GSA and increased clarity on the
development plan, there was considered to be a reduced
credit risk and the partial provision for the Company’s
intercompany loan due from its subsidiary Ndovu
Resources Limited was reversed.
Corporate Governance
continued
Aminex PLC
annual report 2024
26
The Audit and Risk Committee assessed the carrying value
of the Company’s intra-group loans with its subsidiaries and
management’s recommendation for a decrease of US$6.78
million in the impairment provision. The assessment took
into consideration the ability of the subsidiary undertakings
to service the loans that are repayable on demand and are
not subject to interest.
Decommissioning estimates
The Audit and Risk Committee assessed the provision related
to the decommissioning obligations of the Group.
The Committee challenged the assumptions adopted by
management particularly the key risk areas including cost
estimates and timing of abandonment. The Committee noted
the significant increase in cost estimates as at 31 December
2024 due to use of a Decommissioning Cost Report
prepared by a third-party expert. The Committee agreed with
management’s assumption to adopt these cost estimates due
to significant uncertainty that exists over the condition of the
wells and abandonment requirements until the programme
is agreed with the Tanzanian authorities. The increase in cost
estimates contributed US$3.76 million to the overall increase in
the decommissioning liability as at 31 December 2024.
Recognition
of
commitments,
guarantees
and
contingent liabilities
The Audit and Risk Committee considered the ongoing
tax assessments covering the periods from 2013 to 2015,
2016 to 2018 and 2019 to 2020 from the Tanzania Revenue
Authority (“TRA”). The Committee took into account relevant
tax legislation and advice from the Company’s local tax
consultants.
The
Committee
further
considered
and
assessed the status of management’s discussions with the
TPDC concerning historical requests for payments of certain
amounts sought by the TPDC for unpaid royalty and under profit
share arrangements (see Note 24). The assessment took into
account third party legal advice. The Committee concluded
that adequate accruals had been made and the disclosure
of the matter as a contingent liability was appropriate. The
Committee also reviewed the other guarantees, commitments
and contingent liabilities set out in Note 24 and considered
them to be appropriate.
Going concern
The Audit and Risk Committee considered the Group and the
Company’s ability to continue as going concerns. The Audit
and Risk Committee reviewed and challenged the cash flow
projections and sensitivity analysis performed, together with
the key assumptions on which they were based, prepared by
management for the going concern period i.e. the 12-month
period from the date of approval of the financial statements.
The Committee also considered circumstances arising
beyond the 12-month period up to 31 December 2026.
The Committee, noting the current cash balances and
the US$3.00 million funding facility arranged with Eclipse
Investments
LLC
(“Eclipse”),
was
satisfied
that
it
was
appropriate for the financial statements to be prepared on a
going concern basis.
However, the Committee noted as part of their assessment
the facility arrangement with Eclipse is repayable upon the
demand of Eclipse but not prior to 31 December 2026, and
that advances provided by Eclipse under the second tranche
of the funding agreement amounting to US$1.50 million shall
be at the absolute discretion of Eclipse and is subject to a
number of conditions. The Committee further acknowledge
the loss making position of the Group and the utilisation
of these funds under the facility to support the continuing
operations.
In addition, the Committee noted the Tanzanian tax
assessments received by the Group’s Tanzanian wholly
owned subsidiary in relation to 2013 to 2015, 2016 to 2018,
2019 to 2020, and the subsequent demand notice received in
January 2025, as set out in Note 24 and that development or
decommissioning of the Group’s assets in Tanzania, including
the Nyuni Area PSA commitment also set out in Note 24, will
require the sourcing of additional funding and concluded that
there is a significant uncertainty as to the ability of Aminex to
raise additional funds in the current market conditions.
The Committee considered that, as the Group has been
successful in raising equity funds at various times and in
similar circumstances in the recent past on acceptable
terms to the Group, the Group would be in a position to raise
additional funds or alternative sources of finance, if required,
to meet any contingent liabilities or expenditures, detailed
above, during the going concern period. The Committee
noted the possibility for further assessments for tax years
after 2020 but considered any cash outflow unlikely to arise
in the going concern period due to timeframes for tax cases
in
Tanzania.
The
Committee
also
considered
the
rights
reserved over royalty and profit share by the TPDC under the
settlement agreement reached in October 2021 for past gas
sales (see Note 24) and considered these to be without merit.
The Committee further noted that if the TPDC pursued these
claims the process to resolve would take a significant period
of time in excess of the going concern assessment period.
Therefore, the Committee concluded that there exists a
material uncertainty on the Group’s ability to continue as a
going concern and accordingly the Group may not be able
to realise its assets and discharge its liabilities in the ordinary
course of business.
Misstatements
Management confirmed to the Audit and Risk Committee
that they were not aware of any material misstatements or
immaterial misstatements made intentionally to achieve a
particular presentation.
Discussions with the auditor
The Audit and Risk Committee has received and discussed a
report from the external auditor on the findings from the audit,
including those relating to the risks noted above.
Conclusion
After
reviewing
the
presentations
and
reports
from
management and taking into account views expressed by
the external auditor, the Audit and Risk Committee is satisfied
that
the
financial
statements
appropriately
address
the
critical accounting judgements and key sources of estimation
uncertainty (both in respect of amounts reported and the
disclosures). The Audit and Risk Committee is also satisfied
that
the
significant
assumptions
used
for
determining
the value of assets and liabilities have been appropriately
scrutinised and challenged and are sufficiently robust.
Appointment of new auditor
During 2024, the Company appointed Baker Tilly Ireland
Audit Limited (“Baker Tilly”) to become the Group’s statutory
auditor for the financial year commencing 1 January 2024. The
appointment remains subject to approval by shareholders at
the 2025 Annual General Meeting.
Corporate Governance
continued
Aminex PLC
annual report 2024
27
Work by and independence of external auditor
The Audit and Risk Committee has a policy to monitor
the level of audit and non-audit services provided by the
Group’s external auditor. This policy sets out that non-audit
services, which need to be agreed in advance, are normally
limited to assignments that are closely related to the annual
audit or where the work is of such a nature that a detailed
understanding of the Group is necessary. An analysis of the
fees paid to the external auditor in respect of audit and non-
audit work is included in Note 6 of the financial statements.
In addition to processes and safeguards put in place to
ensure segregation of audit and non-audit roles, as part of
the assurance process in relation to the audit, the external
auditor is required to confirm to the Audit and Risk Committee
that they have both the appropriate independence and
objectivity to allow them to continue to serve the members
of the Group. This is the first year with Baker Tilly as auditor
and Baker Tilly did not provide any non-audit services during
the year. No matters of concern were identified by the Audit
and Risk Committee.
The Audit and Risk Committee invites the Chief Financial
Officer and representatives of the external auditor to the
meetings as appropriate. Members of the Audit and Risk
Committee have an opportunity to meet in private without the
presence of the Chief Financial Officer or the external auditor.
The Audit and Risk Committee also has an opportunity to
discuss in private any matters with the external auditor
without the presence of the Chief Financial Officer.
Internal audit function
The Audit and Risk Committee reviews the necessity for the
establishment of an internal audit function. At present, the
Committee does not consider that an internal audit function
is required because of the small size of the Group and the
direct involvement of senior management in setting and
monitoring controls.
Internal controls and risk management
On behalf of the Board, the Audit and Risk Committee has
closely monitored the maintenance of internal controls and
risk management during the year. Key financial risks are
reported during each Audit and Risk Committee meeting,
including developments and progress made towards
mitigating these risks.
The Committee received regular reports from the Chief
Financial Officer throughout the year and was satisfied
with the effectiveness of internal controls. During the year,
the Committee reviewed and approved updated finance
processes and procedures, the risk management procedure
and the risk register reported by the Management Risk
Committee to the Committee. More information on internal
controls and risk management procedures and key areas of
risk for the Group are set out below.
Remuneration Committee
During the year, the Remuneration Committee comprised
Tom Mackay (Chair) and Robert Ambrose. The Remuneration
Committee met once during the year in December 2024
to consider the granting of options under the Aminex
PLC Restricted Share Plan (“the Plan”) and to review
the remuneration of the Group’s Directors and staff. The
Committee recommended that no options or salary increases
are awarded to Directors and that a total of 9 million options be
awarded among certain staff members. Details of Directors’
remuneration and options held is set out in the Directors’
Remuneration Report on pages 31 to 32.
Nomination Committee
During the year, the Nominations Committee comprised
Charles Santos (Chair), Tom Mackay and Robert Ambrose.
The Nominations Committee did not formally meet during
the year however various discussions between and among
Directors took place.
Diversity
As at 31 December 2024, the Board had no women members
and none of the two senior positions on the Board was held
by a woman. 25% of the Board identified as being ethnic
minority. The Board recognises that it does not currently
meet the UK Listing Rules targets, however the Board will
be seeking to address this in the coming years. The Board
recognises the role of diversity in promoting balanced and
considered decision making which aligns with the Group’s
purpose, values and strategy, however it also recognises the
requirement to maintain a size of Board commensurate to the
scope of its operations at this stage. All Board appointments
are made on an objective and shared understanding of
merit, in line with required competencies relevant to the
Company as identified by the Nomination Committee with
the prime objective to maintain and enhance the Board’s
overall effectiveness.
Board and leadership team diversity as at 31 December 2024
As required under UK LR 22.2.30R, the breakdown of the gender identity and ethnic background of the Board and Executive
management, as at 31 December 2024 is set out in the tables below. This information is based on self-reported data from
the Board and Executive management. Between 31 December 2024 and 29 April 2025, being the date at which this report is
approved, there have been no changes in composition of the Board or Executive management.
Number
Percentage
Number of Senior
Number in
Percentage of
Gender Identity
of Board
of the
positions on the Board
1
Executive
Executive
members
Board
(CEO, CFO, SID and Chair)
management
2
management
2
Men
4
100%
2
3
100%
Women
-
-
-
-
-
Not specified/prefer not to say
-
-
-
-
-
Ethnic background
White British or other White (including minority-white groups)
3
75%
2
3
100%
Mixed/multiple ethnic groups
-
-
-
-
-
Asian/Asian British
-
-
-
-
-
Black/African/Caribbean/Black British
-
-
-
-
-
Other ethnic group
1
25%
-
-
-
Not specified/prefer not to say
-
-
-
-
-
1. Includes Executive Chairman and Senior Independent Director. The CFO is not a Board position but is a member of Executive management.
2. Includes the Executive Chairman and his direct reports.
Corporate Governance
continued
Aminex PLC
annual report 2024
28
Internal control
The Directors are responsible for the Group’s system of
internal controls, the setting of appropriate policies on those
controls, the regular assurance that the system is functioning
effectively and that it is effective in managing business risk.
The system of internal control is designed to manage rather
than eliminate the risk of failure to achieve business objectives.
The
Audit
and
Risk
Committee
monitors
the
Group’s
internal control procedures, reviews the internal controls
processes and risk management procedures and reports its
conclusions and recommendations to the Board.
The Directors consider that the frequency of Board meetings
and the information provided to the Board in relation to
Group operations assists the identification, evaluation and
management of significant risks relevant to its operations on
a continual basis.
Preparation and issue of financial reports to shareholders
and
the
markets,
including
the
consolidated
financial
statements, is overseen by the Audit and Risk Committee.
The Group’s financial reporting process is controlled using
documented procedures. The process is supported by a
Group finance team based in the UK and finance personnel
in Tanzania who have responsibility and accountability
to
provide
information in keeping
with agreed
policies.
Aminex’s processes support the integrity and quality of data
by arrangements for segregation of duties. Each reporting
entity’s financial information is subject to scrutiny at reporting
entity and Group level by the Executive Chairman and Chief
Financial Officer. The half-year and annual consolidated
reports are also reviewed by the Audit and Risk Committee
in advance of being presented to the Board for its review
and approval.
Other key policies and procedures include preparation of
annual budgets for approval by the Board; ongoing review
of
expenditure
and
cashflow
versus
approved
budget;
establishment of appropriate cashflow management and
treasury policies for the management of liquidity, currency
and credit risk on financial assets and liabilities; delegation
of authorities and bank mandates; regular management,
committee and Board meetings to review operational and
financial
activities;
recruitment
of
appropriately
qualified
and experienced staff to key financial and management
positions; Management Risk Committee, risk management
procedures and risk register to assist with the identification
and management of risk.
Management review risks and update the risk register in
regular Management Risk Committee meetings and the
Audit and Risk Committee review the risk register at least
twice annually. The principal risks and uncertainties are set
out below.
The Audit and Risk Committee also ensures that appropriate
procedures, resources and controls are in place to comply
with the UK Listing Rules, Market Abuse Regulation, Ireland
and UK companies’ legislation and monitors compliance
thereof. There are anti-bribery and corruption, whistleblowing
and environmental policies, a Code of Business Conduct
and share dealing policy which are considered appropriate
for the Company.
Following the monitoring and review of the internal control
process and the risk management procedures, the Board
considers that the system of internal control operated
appropriately during the year and up to the date of signing
the Annual Report.
Principal Risks and Uncertainties
The Group’s strategic objectives for its principal activities,
being the production and development of and the exploration
for oil and gas reserves, are only achievable if certain risks
are managed effectively. The Board has overall accountability
for determining the type and level of risk it is prepared to
take. The Board has been assisted by the Management
Risk Committee, which seeks to identify risks for Audit and
Risk Committee and Board consideration and the Audit and
Risk Committee which monitors risks, the responsibility for
those risks and how they are managed. The following are
considered to be the key risks facing the Group that may
affect the Group’s business, although there are other risks
which the Group currently deems to be less material that may
impact the Group’s performance.
Climate Change Risks
Physical climate risk
– The risk arising from increasing
frequency of acute weather events and chronic changes in
weather patterns, which can result in reduced revenues
from operational inefficiencies and disruption to key sites;
rising costs from implementation of climate change resilience
measures at key sites or the need to either repair or ultimately
decommission those sites; balance sheet impact from asset
value write down; insurance coverage required for at-risk sites.
Mitigation
– Suitable insurance coverage for relevant sites
should mitigate any losses; appropriate contingency and
emergency plans and testing should be put in place with
increased costs incorporated into business planning.
Transition risks
–
Market
– Changing market sentiment
and advances in renewable energy may shift Tanzanian
Government away from natural gas in the long-term and
reduce UK capital access in the medium-term, which could
lead to asset values depreciating or becoming stranded if
licences are revoked or made conditional; declining revenues
from reducing gas prices; increased cost of insurance; cost
of management time to respond to shareholder activism
and time to generate new capital; share price impact and
increased cost of capital.
Mitigation
–
Continue
to
work
closely
with
Tanzanian
Government and other key stakeholders to monitor planned
energy mix and net zero commitments for beyond 2030;
regularly review strategy in line with market demand; as
become operational, increased investment into and further
engagement with local communities, e.g. investing in initiatives
to support all Tanzanian communities to transition from
charcoal to gas, medical and educational facilities’ power
generation from diesel to gas connectivity; reduce capital risk
flow through proven cash flows and a strong business case
with an extended development plan.
Transition risks
–
Policy and Legal
– Stricter regulations
and legal actions on hydrocarbon commerce, including
international limits on use and emissions, with potential fines
for non-compliance, which could lead to revenue being
impacted by reputational damage or restrictions on licences
and future exploration; cost of litigation, potential fines and
management team effort diverted to managing litigation issues;
cost of reduced access to capital resulting from reputational
damage; and asset value reduction, with enforced stranded
assets (long-term).
Mitigation
–
Work
with
Tanzanian
government
and
stakeholders to assess policy and political developments
relating to the energy transition; monitor Tanzania’s NDC
commitments
and
likelihood
for
increased
regulation;
Corporate Governance
continued
Aminex PLC
annual report 2024
29
continue to proactively monitor UK and European regulatory
requirements and engage with investors to monitor
sentiment; respond to new regulatory requirements in a
proportionate way.
Strategic Risks
Delay to production of gas from Ruvuma
–
Development
and production of gas from the Ruvuma asset may be
delayed beyond the current targeted timescale due to any
or a combination of the following factors causing a delay in
receipt of revenue and a requirement to raise capital: adverse
weather; operator and contractor-related delays; delay in
transportation/clearance of drilling rig and other equipment;
government bureaucracy; failure by the TPDC to build the
necessary pipeline.
Mitigation
– Aminex cooperates with the Ruvuma operator
and other relevant stakeholders to assist with the timely
development of the Ruvuma asset and continually reviews
its funding and fundraising options should further funding be
required prior to the receipt of gas revenues from Ruvuma.
Financing risk
–
Difficult
and
volatile
global
market
conditions and the volatility in commodity prices, may impact
the Group’s operations and in particular the ability to raise
equity or debt finance to meet its licence commitments
and develop its assets or to allow the Group to enter into
transactions on its assets.
Mitigation
– The Group reviews global conditions and
manages
its
exposure
to
risk
through
minimising
capital
expenditure on high-risk assets and will seek to develop
fixed price gas projects. Aminex is fully carried on its Ruvuma
interest which allowed it to access the financial and technical
resources of APT and therefore to enable the development
of its Ruvuma asset. Aminex monitors costs closely and will
seek to take advantage of the low-cost environment for capital
commitments where possible. Cost mitigations have been
implemented over the last five years to reduce ongoing G&A
expenses. In April 2024, the Company signed a US$3.00 million
funding facility with Eclipse Investments LLC, a significant
shareholder of Aminex PLC.
Operational Risks
Maintaining licence interests
– The Group may be unable
to
meet
or
agree
amendments
to
its
work
programme
commitments which may give rise either to minimum work
obligations needing to be paid or the implementation of
default procedures against the Group as operator which may
lead to a licence being rescinded or financial penalties. The
Group commenced the process to hand back the Nyuni Area
licence to the Tanzanian authorities in 2022, however it has
continued to seek to attract a new partner for the licence. It
is acknowledged that not all work programme commitments
under that licence have been undertaken.
Mitigation
– Aminex is committed to fulfilling its obligations
and seeks extensions to licence periods and deferrals of or
amendments to production sharing terms through negotiation
with the TPDC in order to ensure that commitments are met
even if not in the original timeframe expected. Regarding the
Nyuni Area licence, the Group is looking to secure a new
partner to undertake a work programme on the licence and in
the event of failing to secure such partner it will seek, through
negotiation, to minimise any liability related to unfulfilled work
commitments.
Compliance Risks
Political risks
– Aminex may be subject to political, economic,
regulatory, legal, and other uncertainties (including but not
limited to terrorism, military repression, war or other unrest).
There are risks of nationalisation or expropriation of property,
changes in and interpretation of national laws and energy policies
which could lead to unanticipated payment demands, including
unwarranted
tax
assessments.
The
Tanzanian
government
passed three laws in July 2017, affecting the mining and energy
sectors - the Natural Wealth and Resources (Permanent
Sovereignty) Act; the Written Laws (Miscellaneous Amendments)
Act; and the Natural Wealth and Resources Contracts (Review
and Re-Negotiation of Unconscionable Terms). This legislation
includes the right of the Tanzanian authorities to renegotiate
‘unconscionable terms’ in agreements. New laws were passed
in December 2019 relating to cost recoverability. Despite the
Group agreeing a settlement with the TPDC in October 2021 for
the payment of outstanding monies for the sale of gas under the
Kiliwani North Development Licence, the TPDC has reserved its
rights under the relevant PSA and gas sales agreement.
Mitigation
– Aminex monitors international and national
political risk in relation to its interests, liaising closely with
governmental and other key stakeholders in Tanzania. The
Company has reviewed and continues to monitor the new
legislation and the enforcement of such legislation. Based on
the Board’s current understanding of this new legislation and
given the existing terms and conditions of our PSAs, including
economic stabilisation provisions in certain of our PSAs, the
Company does not expect any material impact on Aminex’s
operations in Tanzania. Aminex is actively seeking to spread
asset risk in order to diversify its portfolio and to reduce
exposure to one business via farm-outs. The Company will
continue to robustly object to any tax assessments that it deems
are unwarranted using the processes available to it in Tanzania.
Health, safety, security and environmental
– The main
health, safety and security risks for the Group generally occur
during drilling operations and from production operations,
although it is recognised that such risks can arise even during
a non-operational phase.
Mitigation
– The Group develops, implements and maintains
effective health and safety procedures, including management
of environmental issues and security, to ensure robust
safeguards for well control and drilling operations are in place.
The Group has appropriate medical and other insurances in
place to protect against health, safety and security issues.
Legal compliance
– The Group could suffer penalties or
damage to reputation through failure to comply with legislation
or other regulations, in particular those over bribery and
corruption, and these risks may increase when operating in
certain regions of the world.
Mitigation
– Aminex manages risk of legal compliance failure
through the implementation and monitoring of high standards
to minimise the risk of corrupt or anti-competitive behaviour.
The Company has adopted an updated anti-bribery and
corruption policy and all staff will have relevant training during
2025.
Financial Risks
Currency risk
– Although the reporting currency is the US
dollar, which is the currency most commonly used in the pricing
of petroleum commodities and for significant exploration and
production costs, a significant proportion of the Group’s other
expenditure (in particular central administrative costs) is made
in local currencies (as are the Company’s equity fundings),
and fluctuations in exchange rates may significantly impact
the results of the Group and the results between periods, thus
creating currency exposure. It was reported by an oil and gas
Corporate Governance
continued
Aminex PLC
annual report 2024
30
producer in Tanzania that, due to the apparent scarcity of US
dollars in Tanzania, the TPDC has been required to settle gas
purchase invoices in Tanzanian shillings. If this was to apply to
the Group for revenues from its assets, it could be exposed to
currency fluctuations and currency conversion costs.
Mitigation
– The Group has a policy of minimising exposure
to foreign currency rates by holding the majority of the Group’s
funds in US dollars. The Group will continue to monitor all
messaging around the settlement of gas deliveries in Tanzania
and seek assurance from the relevant authorities.
Going concern basis
The financial statements of the Group are prepared on a
going concern basis.
The Directors have given careful consideration to the
Group’s ability to continue as a going concern in light of
the current loss-making situation and cash outflows, with
the resultant need for adequate funding within the going
concern period. This included review of cash flow forecasts
prepared by management for the going concern period,
review of the key assumptions on which these forecasts
are based and the sensitivity analysis. The forecasts reflect
the Group’s best estimate of expenditures and receipts for
the period. The forecasts are regularly updated to enable
continuous monitoring and management of the Group’s
cash flow and liquidity risk. The forecasts indicate that,
following the completion of the US$3.00 million funding
facility with Eclipse Investments LLC (the “Facility”), to
support continuing operations, and subject to the principal
assumptions noted below, the Group would have adequate
resources to continue as a going concern for the foreseeable
future, that is a period of not less than 12 months from the
date of approval of the consolidated financial statements.
The Facility is available for drawdown until 18 April 2026
with no more than one drawdown request, not to exceed
US$375,000, to be made each calendar quarter. The second
tranche of US$1.50 million under the Facility is available at
the discretion of Eclipse. Interest accrues at the rate of the
Secured Overnight Financing Rate plus 8%. Advances may,
at Eclipse’s discretion, be set-off against the Company’s
US$35 million carry in respect of the Ntorya development
from ARA Petroleum Tanzania Limited (the “Carry”).
If not
set-off against the Carry, Eclipse can demand repayment of
any advances no earlier than 31 December 2026.
As
part
of
its
analysis
in
making
the
going
concern
assumption, the Directors have considered the range
of risks facing the business on an ongoing basis, as set
out in the risk section of this Annual Report that remain
applicable to the Group. The principal assumptions made
in relation to the going concern assessment relate to the
capital commitments on its operated assets in Tanzania, the
reservation of rights made by the TPDC in respect of certain
claims that the Group consider are without merit and the
management and expected timing of outcomes of ongoing
objections to tax assessments in Tanzania (see Note 24).
Current
liabilities
exceeded
current
assets
at
the
end
of
2024,
mainly
as
a
result
of
provisions made
for
some contested tax assessments. As disclosed in Note
24,
the
Group
received (a) a tax assessment in February
2020 from the TRA of US$2.2 million in relation to an audit
covering the period from 2013 to 2015, (b) tax assessments
in June 2022 from the TRA of US$4.85 million in relation
to audits covering the period from 2016 to 2018, (c) tax
assessments in June 2023 from the TRA of US$3.3 million
in relation to an audit covering the period from 2019 to 2020
and (d) a subsequent Demand Notice in January 2025 for
some of the 2013 to 2015 and 2016 to 2018 assessments, all
of which, except for some amounts expected to be payable
under a payment plan to be renegotiated with the TRA, are
excluded from the cash forecast as any cash outflow during
the going concern period is considered unlikely based
on either legal advice or the timeframes for tax cases in
Tanzania. Additionally, development and decommissioning
of the Group’s assets in Tanzania is excluded from the cash
forecast as any such commitments are anticipated to be
outside the going concern period. The Group commenced
discussions with the Tanzanian authorities in 2022 to return
the Nyuni Area licence to the Ministry of Energy and such
discussions resulted in the Group continuing to market the
licence in 2024 in an attempt to find a third-party partner
willing to pursue and fund a mutually agreed re-negotiated
work programme. Even if the farm-out process is successful
no capital expenditure in the period is expected to arise.
However, a risk exists that the Group loses its objection to
the tax assessments or is unable to renegotiate or defer
commitments relating to development or decommissioning
on its operated Licence interests during the period or that
the TPDC may take action to enforce their claims to certain
rights during the period. Consequently, the Directors note
additional funding would be required to meet these potential
liabilities. There remains material uncertainty as regards the
ability of Aminex to raise further funds, if required.
This may result in the Company having to raise funds
at whatever terms are available at the time, which is not
guaranteed.
These circumstances indicate that a material uncertainty
exists that may cast significant doubt on the Group’s ability
to continue to apply the going concern basis of accounting.
As a result of their review, and despite the aforementioned
material uncertainty, the Directors have confidence in the
Group’s forecasts and have a reasonable expectation that
the Group will continue in operational existence for the
going concern assessment period and have therefore used
the going concern basis in preparing these consolidated
financial statements.
On behalf of the Board
Tom Mackay
Director
29 April 2025
Corporate Governance
continued
Aminex PLC
annual report 2024
31
Directors’ Remuneration Report
In preparing this Report, the Remuneration Committee has followed the provisions of the QCA Code published in April 2018,
unless otherwise stated.
Following a review of its remuneration policy by an independent external consultancy in 2017, and subsequent recommendation
by the Remuneration Committee, it was resolved that the Executive Director’s remuneration package should, where working
capital and financial considerations permit, have a combination of the following components:
• Base Salary;
•
Annual Performance Bonus Award; and
•
Award of options.
Base Salary should be benchmarked against comparable companies in the Company’s peer group. Any Annual Bonus Award,
when capital considerations permit, is to be set against key business performance indicators to be set at the beginning of each
year and the Committee will continue to consider the award of options under the Aminex PLC Restricted Share Plan.
When determining the total remuneration of the Executive Director, the Committee takes into account the remuneration
practices adopted in the general market. The Committee also commissioned an updated benchmarking study during 2019
from an external consultancy.
Remuneration of Directors
The Non-Executive Directors’ fees were as follows:
Fees
2024
2023
US$’000
US$’000
Sultan Al-Ghaithi
44
44
Robert Ambrose
1
44
15
James Lansdell
2
-
29
Tom Mackay
44
44
Total
132
132
1 Appointed 1 September 2023
2 Retired 1 September 2023
The remuneration of the Executive Director was as follows:
Basic Salary
Bonus
Benefits in kind
Sub total
Pension
Total
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Charles Santos
101
101
-
-
-
-
101
101
-
-
101
101
Total
101
101
-
-
-
-
101
101
-
-
101
101
The exchange rate used for the conversion of base remuneration in Pound sterling into US dollars is 1.2647.
The Company is in a position whereby preservation of capital is considered to be paramount. Consequently, salaries remain
reduced and no bonus was awarded to the Executive Director in 2024. It is the intention that both executives and staff should
be accordingly compensated, in the meantime, through the award of options under the Plan. Salaries are reviewed annually
with effect from 1 January. Benefits in kind comprise life insurance and health insurance. As at 31 December 2024, there was
one Executive Director (2023: one) and three Non-Executive Directors (2023: three). There was an average number of one
Executive Director and three Non-Executive Directors holding office during the year.
Aminex PLC
annual report 2024
32
Share options
Certain Directors participate in the Aminex PLC Executive Share Option Scheme (“the Scheme”) and are granted options
over the Company’s Ordinary Shares at prevailing market prices at the time of the grant. Options are exercisable not later
than ten years after the date of grant, with the majority of options granted being limited to exercise within three to five
years of date of grant. The Scheme was established in 1980 and subsequently extended with shareholders’ approval at
the Annual General Meetings held in 1996, 1999, 2004, 2009 and 2014. The Scheme expired in May 2020 and no further
options will be granted under the Scheme. The options that have been granted, and set out below, will continue to have
effect until expiry or exercise of such options.
The Company, following approval of its shareholders at the 2020 Annual General Meeting, adopted a new Aminex PLC
Restricted Share Plan (“the Plan”) in July 2020. The option price will be determined by the Board provided that it is no lower
than 70% of the average share price over the previous ten trading days. Options are exercisable not later than five years
after the date of grant.
The Scheme and the Plan do not comply in all respects with current best practice of the QCA Code. As stated elsewhere
in this report, certain of the Company’s current and former Non-Executive Directors hold options over the Ordinary Shares
of the Company. The Board considers that it is in the Group’s best interests to attract and retain high calibre directors. With
limited cash resources, and after due and careful consideration of, and taking into account remuneration packages and
services provided, the Board has previously granted options to Non-Executive Directors.
The Directors who held office at 31 December 2024 had the following beneficial interests in options over the Company’s
Ordinary Shares:
Optio
ns held
Options granted/
Options held
at 1 January
(lapsed/exercised)
at 31 December
Exercise
Period
2024
during the year
2024
price
of exercise
Name
Number
Number
Number
Sterling
From
To
Sultan Al-Ghaithi
10,000,000
-
10,000,000
Stg1.00p
Jun-23
Jun-28
Tom Mackay
5,000,000
(5,000,000)
-
Stg0.86p
Jun-19
Jun-24
20,000,000
-
20,000,000
Stg1.40p
Nov-19
Nov-26
6,000,000
-
6,000,000
Stg0.60p
Jan-22
Jan-27
10,000,000
-
10,000,000
Stg1.00p
Jun-23
Jun-28
Charles Santos
30,000,000
-
30,000,000
Stg0.60p
Jan-22
Jan-27
12,000,000
-
12,000,000
Stg1.00p
Jun-23
Jun-28
93,000,000
(5,000,000)
88,000,000
During the year, Tom Mackay exercised 5,000,000 options that were due to expire on 19 June 2024. The Company granted a
total of 9,000,000 share options to staff in December 2024. Brian Cassidy, the Company Secretary, has an interest in 30,000,000
options with an exercise price ranging from Stg0.60p to Stg1.40p.
Non-Executive Directors
Fees paid to Non-Executive Directors are determined by the Board. Each Non-Executive Director has a letter of appointment
and either party may terminate the agreement immediately upon written notice.
Directors’ Remuneration Report
continued
Aminex PLC
annual report 2024
33
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements, in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Company Financial Statements for each financial year. Under
that law, the Directors are required to prepare the Group Financial Statements in accordance with IFRS as adopted by the
European Union and applicable laws including Article 4 of the IAS Regulation. The Directors have elected to prepare the
Company Financial Statements in accordance with IFRS as adopted by the European Union as applied in accordance with the
Companies Acts 2014.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the assets, liabilities and financial position of the Group and Company and of the Group and Company’s profit or
loss for that year. In preparing each of the Group and Company financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with IFRS as adopted by the European Union, and as regards the
Company, as applied in accordance with the Companies Act 2014; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
Company will continue in business.
The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 to include a management report
containing a fair review of the business and a description of the principal risks and uncertainties facing the Group.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time
the assets, liabilities, financial position and profit or loss of the Company, and which enable them to ensure that the Financial
Statements of the Company comply with the provisions of the Companies Act 2014. The Directors are also responsible for
taking all reasonable steps to ensure such records are kept by the subsidiary companies which enable them to ensure that
the financial statements of the Group comply with the provisions of the Companies Act 2014. They are also responsible
for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities. The Directors are also responsible for preparing a Directors’ Report which complies
with the requirements of the Companies Act 2014.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Group’s and Company’s website www.aminex-plc.com. Legislation in Ireland concerning the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Responsibility statement as required by the Transparency Directive
Each of the Directors, whose names and functions are listed on page 15 of this Annual Report, confirm that, to the best of each
person’s knowledge and belief:
•
The Group Financial Statements, prepared in accordance with IFRS as adopted by the European Union, and the Company
financial Statements, prepared in accordance with the IFRS as adopted by the European Union as applied in accordance
with the provisions of the Companies Act 2014, give a true and fair view of the assets, liabilities and financial position of the
Group and Company at 31 December 2024 and of the profit or loss of the Group for the year then ended;
•
The Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the
business and the position of the Group and Company, together with a description of the principal risks and uncertainties that
they face; and
•
The Annual Report and financial statements, taken as a whole, provides the information necessary to assess the Group’s
performance, business model and strategy and is fair, balanced and understandable and provides the information necessary
for the shareholders to assess the Company’s position and performance, business model and strategy
.
Relevant audit information
The Directors believe that they have taken all steps necessary to make themselves aware of the relevant audit information and
have established that the Group’s statutory auditors are aware of that information. In so far as the Directors are aware, there is
no relevant audit information of which the Group’s statutory auditors are unaware.
On behalf of the Board
Charles Santos
Director
Aminex PLC
annual report 2024
34
Report on the audit of the financial statements
For the purpose of this report, the terms “we” and “our” denote Baker Tilly Ireland Audit Limited in relation to legal, professional
and regulatory responsibilities and reporting obligations to the members of Aminex plc. For the purposes of the table on pages
36 to 38 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we” and “our” refer
to Baker Tilly Ireland Audit Limited. The Group financial statements, as defined below, consolidate the accounts of Aminex
plc and its subsidiaries (the “Group”). The “Parent Company” is defined as Aminex plc, as an individual entity. The relevant
legislation governing the Parent Company is the Companies Act 2014 (“Companies Act 2014”).
Opinion
We have audited the financial statements of Aminex plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2024.
The financial statements comprise:
•
Group Income Statement.
•
Group Statement of Other Comprehensive Income.
•
Group and Company Balance Sheets.
•
Group Statement of Changes in Equity.
•
Company Statements of Changes in Equity.
•
Group and Company Statements of Cash Flows; and
•
Notes to the financial statements, including the summary of significant accounting policies, set out in note 1.
The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting
Standards (IFRS) as adopted by the European Union (“EU adopted IFRS).
In our opinion:
•
the Group financial statements give a true and fair view of the state of the assets, liabilities and financial position of the Group
as at 31 December 2024 and of the Group’s loss for the year then ended;
•
the Company financial statements give a true and fair view of the state of the assets, liabilities and financial position of the
Company as at 31 December 2024 and of the Company’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance with EU adopted IFRS; and
•
the Company financial statements have been property prepared in accordance with EU adopted IFRS as applied in
accordance with the provision of the Companies Act 2014; and
•
the Group financial statements and Company financial statements have been properly prepared in accordance with the
requirements of the Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued by the
Irish Auditing and Accounting Supervisory Authority (IAASA), as applied to listed entities, and we have fulfilled our ethical
responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1 to the financial statements, which details the need for ongoing drawdown of the funding facility
agreed with Eclipse Investments LLC, which is at the discretion of Eclipse Investments LLC and the potential need to raise
additional sources of finance to fund possible Tanzanian tax assessments and claims by TDPC depending on the timing and
quantum of such. As stated in note 1, these events or conditions, along with other matters as set forth in note 1, indicate that
a material uncertainty exists that may cast significant doubt on the Group’s and the Company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the Directors’ use of the going basis of accounting in the preparation
of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this statement
is not a guarantee as to the Company’s ability to continue as a going concern.
Our evaluation of the Director’s assessment of the Group’s and the Company’s ability to continue as to adopt the going concern
basis included the following:
•
Consideration of inherent risks to the Group’s and Company’s operations and specifically their business model;
•
Confirming our understanding of the directors’ going concern assessment process, including obtaining an understanding
of relevant controls over management’s model;
•
We considered the Directors’ assessment of potential risks and uncertainties associated with areas such as the Group’s
operations, ability to secure funding and potential for payments arising in the forecast period in respect of claims and
disputes that are relevant to the Group’s business model and operations. We considered the consistency of the Directors’
assessment of the financial exposure to claims and disputes against the information we obtained during the audit with
respect to these matters and their potential impact on cashflows during the going concern period. We formed our own
assessment of the risks and uncertainties based on our understanding of the business and oil and gas sector;
•
We assessed the base case cash flow forecasts and challenged the key assumptions by comparing the inputs to the
empirical data and external information where possible. In doing so, we considered the consistency of the forecasts
against factors such as historical operating expenditure and the Group’s operating strategy. We evaluated commitments
under the Production Sharing Agreements (“PSAs”) and Development Licences, inspected board minutes, and market
announcements;
Independent Auditor’s Report to the Members of Aminex PLC
Aminex PLC
annual report 2024
35
Independent Auditor’s Report to the Members of Aminex PLC
continued
•
We tested the mathematical accuracy and appropriateness of the method used to prepare the cash flow forecast. We tested
the methodology and calculations;
•
Checking the consistency of the factors and assumptions adopted in the going concern assessment with other areas of our
audit, including the exploration and evaluation asset impairment test;
•
We inspected the Directors’ sensitivity analysis performed, assessed the appropriateness of the assumptions made to
determine whether the Group and the Company requires further funding by considering if the contingent liabilities might
become payable during the going concern period and considered whether such scenarios were reasonably possible;
•
We held discussions with Eclipse Investments LLC in respect of their intentions with regard to future drawdowns of their
facility being made available; and
•
We inspected and considered the adequacy of the disclosures within the financial statements relating to the Directors’
assessment of the going concern basis of preparation ensuring that the disclosures reflect the key judgements and estimates
made.Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overall audit strategy
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements.
In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed
the risk of management override of internal controls, including evaluating whether there was any evidence of potential bias that
could result in a risk of material misstatement due to fraud.
Whilst the Company is registered in Ireland and listed on the London Stock Exchange in the UK, the Group’s principal operations
are located in Tanzania. In approaching the audit, we considered how the Group is organised and managed. We assessed there
to be three significant components being Aminex plc, Aminex Petroleum Services Limited and Ndovu Resources Limited. All of
these were subject to a full scope audit and the audits were conducted by the Group audit team.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial
statements as a whole taking into account the structure of the Group and Company, the accounting processes and the
controls, and the industry in which it operates.
Materiality and audit approach
The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, such as our understanding of the entity and its environment, the history of
misstatements and the complexity of the Company, the regulatory requirements and the reliability of the control environment,
helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the
effect of misstatements, both individually and on the financial statements as a whole.
Materiality is defined as the magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial statements. We apply the concept
of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in
forming our audit opinion.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account the
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the Group and Company financial statements as a whole
and performance materiality as follows:
Group materiality FY 2024
Group materiality FY 2023
Basis for materiality
US$409,000
US$420,000
1% of total assets (2023: 1% of total assets)
Company materiality FY 2024
Company materiality FY 2023
Basis for materiality
US$210,000
US$294,000
1% of total assets less group restriction
(2023: 70% of group materiality)
We chose total assets as the benchmark because, in our view, we consider it to be one of the principal considerations
for stakeholders of the Group in assessing the financial performance of the Group.
We selected 1% based on our professional judgment and the perceived level of risk, noting that it is also within the
range of commonly accepted asset benchmarks. For the Company materiality, a group restriction was then applied
using a mathematical distribution method to allocate materiality to components, which resulted in a lower materiality
for the Company.. The materiality as set above were calculated based on draft figures provided to us at planning and
although a slight increase to group materiality at completion stage was noted under the benchmark the planning has
been retained as this was the basis of our reporting to the Audit and Risk Committee.
The significant components of the Group were audited to lower materiality levels, ranging from US$14,000 to
US$393,000 (2023: US$51,000 to US$294,000).
Performance materiality is the application of materiality at the individual account or balance level and is set at an
amount which reduces to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole. Performance materiality was set at
US$245,400 (2023: US$315,000) for the Group financial statements as a whole and US$126,000 (2023: US$220,500)
for the Company, which represents 60% (2023: 75%) of the above materiality levels. The level of performance materiality
applied was set after having considered a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
Aminex PLC
annual report 2024
36
Independent Auditor’s Report to the Members of Aminex PLC
continued
Impairment of Exploration and
evaluation (“E&E”) assets
As detailed in the note 11, the Group’s
E&E assets consist of the Nyuni Area,
Lindi and Mtwara (Ruvuma PSA), and
Kiliwani South exploration areas, of
which the Nyuni Area and Kiliwani
South have a nil carrying value
following the impairment recognised
during prior years and Ruvuma PSA
has a carrying value of US$39m as at
31 December 2024 (2023: US$38m).
In respect of the E&E assets, under
IFRS 6 Exploration for and Evaluation
of Mineral Resources (“IFRS 6”),
management are required to assess
each year whether there are any
potential impairment triggers which
would indicate that the carrying
value of E&E assets may not be
recoverable.
As disclosed in notes 1 and
11 the
impairment review of the Group’s
E&E
assets requires management
judgement specifically related to the
Group’s intention to proceed with a
future work programme, likelihood of
a licence renewal or extension, and
the assessment of whether sufficient
economic data exists to indicate that
the carrying amount of the E&E asset
is unlikely to be recovered in full from
successful development or by sale.
Given the materiality of these assets,
94% of total assets (2023: 89% of total
assets) in the context of the financial
statements
and
the
judgements
involved, we determined this together
with the related disclosures to be a
key audit matter.
Our procedures in relation to management’s assessment of the Carrying value of the
Group’s E&E assets included:
•
Our procedures in relation to management’s assessment of the Carrying value of
the Group’s E&E assets included:
•
We obtained an understanding of the Group’s processes for identifying indicators of
impairment, and when identified, their methodology for measuring the recoverable
amount of the Cash Generating Unit (“CGU”) under review.
•
Evaluated management’s assessment for indicators of impairment or impairment
reversal, considering both internal and external sources of information.
•
Performed walkthrough procedures to understand and evaluate the design and
implementation of controls relevant to the Group’s impairment assessment of oil
and gas properties.
•
Testing whether the costs capitalised during the year met the recognition criteria
under IFRS 6.9, including direct attribution to exploration activities and whether
licences remain valid and active.
• We considered the reasonableness of management’s assessment of operations
when combined within an individual CGU for assessment in line with IFRS 6 in
order to determine whether their assessment was complete and appropriate in
accordance with the requirements of the accounting standard.
• We considered our own assessments of the presence of impairment indicators
considering recent trends in commodity prices and legal developments within the
operating components.
•
Verifying that the Farm-Out agreement was appropriately reflected in the net cash
flows and ensured that only amounts attributable to Aminex were included.
•
We engaged a third-party oil and gas valuation expert, to assess the assumptions
made and the inputs into the valuation model as developed by management to
assess potential impairment to ensure these conclusions are reasonable and can
be supported.
•
With the assistance of valuation experts, reviewed the integrity and mathematical
accuracy of the discounted cash flow models supporting the recoverable amount
calculations.
• We engaged with third party valuation expert, to evaluate the logic of the Fair
Value less cost of disposal (“FVCD”) model and the inputs to the calculation of the
weighted average cost of capital (“WACC”) applied.
•
We performed our own sensitivity analyses for reasonably possible changes in key
assumptions, the main assumptions being the discount rate, production quantities,
impacts of foreign exchange rates, and other forecast growth assumptions (i.e.,
commodity pricing).
•
We assessed the adequacy of the disclosures contained within the financial
statements against the requirements of IAS 1, IFRS 6 in conjunction with IAS 36
in order to determine whether the disclosures are complete and appropriate in
accordance with the requirements of the accounting standards.
Key observations
Based on the procedures performed, nothing has come to our attention that suggests the judgements made by management
in their assessment of the carrying value of E&E Assets to be materially misstated and disclosures in the financial statement with
respect to these matters are considered to be appropriate.
Reporting threshold is defined as the amount below which identified misstatements are considered to be clearly trivial.
We agreed with the Audit and Risk Committee that we would report to the committee all audit differences in excess
of US$20,000 (2023: US$8,000), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in forming our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current financial period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and therefore we do not provide a separate opinion on these matters. In addition to the matter described in
Material uncertainty related to going concern section above, we have determined the matters described below to be a
key audit matter.
How the scope of our audit
addressed the matter
Description of key audit matter
(Group only)
Aminex PLC
annual report 2024
37
Independent Auditor’s Report to the Members of Aminex PLC
continued
Key observations
Based on the procedures performed, nothing has come to our attention that suggests the judgements made by management
in their assessment of the decommissioning provision to be materially misstated and disclosures in the financial statement
with respect to these matters are considered to be appropriate.
Decommissioning provisions
The calculation of decommissioning
provisions involves a high degree
of judgement and subjectivity as
it
involves
several
key
estimates
related to the cost and timing
of
decommissioning,
as
well
as
inflation
and
discount
rates.
This
increases
the
risk
that
the
assumptions
adopted
by
management in the calculation
of the provision are not within an
acceptable range, resulting in a
material misstatement.
As detailed in note 19, the Group
has recognised decommissioning
provisions of US$5.7m for the year
ended 31 December 2024 (2023:
US$1.8m).
Management
are
required
to
recognise a provision in relation to
the obligation to perform necessary
abandonment
activities
in
its
existing oilfield in accordance with
IAS
37
Provisions,
Contingent
Liabilities and Contingent Assets.
Given the materiality of these
provisions
in
the
context
of
the
financial
statements
and
the
judgements
involved,
we
determined this together with the
related disclosures to be a key audit
matter.
Our procedures in relation to management’s assessment of the decommissioning
provision included:
• Our procedures in relation to management’s assessment of the decommissioning
provision included:
•
We obtained an understanding of the decommissioning and performed walkthrough
procedures to obtain an understanding of the key controls identified in the process
of valuation of the decommissioning provision.
•
We evaluated the methodologies and key assumptions employed by management.
This involved:
- assessing the methodologies used by management and comparing them against
market practice;
- reconciliation of data used in calculations to the underlying information; and
- assessing the reasonableness of the assumptions used by reference to the
Company’s historical experience
•
We obtained and reviewed the future cost estimates and tested these for reasonability.
•
We reviewed the timing of decommissioning cashflows and checked for consistency
with the E&E asset impairment model.
•
We considered the credentials and background of managements’ expert used to
assist management in the evaluation of decommissioning costs.
•
We engaged a third-party oil and gas valuation expert, to ensure that the conclusions
reached by management and their experts are supportable and reasonable.
•
We engaged directly with a third-party advisory expert, to independently assess the
discount rate applied.
• We reviewed the calculations underpinning the decommissioning provision and
ensured these are mathematically accurate.
• We considered the reasonableness of management’s assessment of provisions in
line with IAS 37 in order to determine whether their assessment was complete and in
accordance with the requirements of the accounting standard.
•
We assessed the adequacy of the disclosures contained within the financial
statements against the requirements of IAS 37 in order to determine whether the
disclosures are complete and appropriate in accordance with the requirements of
the accounting standards.
Description of key audit matter
(Group only)
How the scope of our audit
addressed the matter
Aminex PLC
annual report 2024
38
Independent Auditor’s Report to the Members of Aminex PLC
continued
Other information
The other information comprises the information included in the annual report other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2014
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent
with the financial statements; and
•
the directors’ report has been prepared in accordance with the Companies Act 2014.
We have obtained all the information and explanations which, to the best of our knowledge and belief, are necessary for the
purposes of our audit.
In our opinion the accounting records of the Group and Company were sufficient to permit the financial statements to be readily
and properly audited and financial statements are in agreement with the accounting records.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and the Company and its environment in the course of the audit, we
have not identified any material misstatements in the Directors’ report.
The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of Directors’ remuneration and
transactions required by sections 305 to 312 of the Act are not made.
We have nothing to report to you in this regard.
Key observations
Based on the procedures performed, nothing has come to our attention that suggests the judgements made by management
in their assessment of the carrying value of loans and advances to group companies to be materially misstated and disclosures
in the financial statement with respect to these matters are considered to be appropriate.
Carrying value of loans and advances
to group companies.
The
Company
has
significant
receivables
from
its
subsidiary
companies, which are subject to
impairment
assessment
under
IFRS 9, Financial Instruments. The
impairment assessment involves the
application of the Expected Credit
Losses (ECL) model, which requires
management to make complex and
subjective judgements regarding the
credit risk of the subsidiaries and the
expected future cash flows.
As detailed in note 15, loans to
the value of US$104.05 million are
provided to subsidiary undertakings.
These loans are interest free and
repayable on demand. For the year
ended 31 December 2024, there
was a decrease of the provision for
impairment of US$6.78 million.
Given
the
materiality
of
these
receivables
and
the
significant
judgement involved in estimating
the
ECL,
we
have
identified
the
impairment
of
receivables
from
subsidiary companies as a key audit
matter.
Our procedures in relation to carrying value of loans and advances to group companies
included:
• Our procedures in relation to carrying value of loans and advances to group
companies included:
• We obtained and reviewed Managements methodology and model in respect of
the assessment and calculation of the ECL in respect of loans and advances to
group companies.
•
We performed an assessment of Management’s model employed in respect of the
calculation of the ECL to ensure that it meets the requirements of IFRS 9.
•
We obtained Management’s assessment of impairment of receivables and reviewed
in line with IFRS 9.
•
We obtained an understanding of the forward-looking assumptions utilised by
management in respect of the calculation of expected credit loss in line with IFRS
9.
•
We performed an independent recalculation of the ECL in line with IFRS 9.
• We reviewed the underlying assumptions used by management in their ECL
model and assessed the reasonability of same for a number of potential scenario
outcomes based on developments and expected future performance of underlying
project assets.
•
We assessed the adequacy of the disclosures contained within the financial
statements against the requirement of IFRS 9 in order to determine whether they are
complete and appropriate in accordance with the requirements of the accounting
standard.
How the scope of our audit
addressed the matter
Description of key audit matter
(Company only)
Aminex PLC
annual report 2024
39
Responsibilities of directors for the financial statements
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-
compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we
would become aware of it.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
•
Our understanding of the legal and regulatory framework applicable to the Group and Company and the industry in which
it operates;
•
Discussion with management and the Audit and Risk Committee to consider any known or suspected instances of non-
compliance with laws and regulations identified by them; and
•
Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations;
we considered the significant laws and regulations of Tanzania, Ireland and the UK to be those relating to the industry, financial
reporting framework, tax legislation and the listing rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on
the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified
such laws and regulations to be the tax legislation.
Our procedures in respect of the above included:
•
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and
regulations;
•
Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
•
Review of financial statement disclosures and agreeing to supporting documentation;
•
Involvement of Tanzanian tax expert in the audit; and
•
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
•
Enquiry with management and the Audit Risk Committee regarding any known or suspected instances of fraud;
•
Obtaining an understanding of the Group’s policies and procedures relating to:
-
Detecting and responding to the risks of fraud; and
-
Internal controls established to mitigate risks related to fraud.
•
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
•
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
•
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by
evaluating management’s incentives and opportunities for manipulation of the financial statements. This included utilising
the spectrum of inherent risk and an evaluation of the risk of management override of controls.
•
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted
by these.
•
Component auditors were briefed on fraud risks and regulatory environment relevant to their jurisdictions and received
confirmation that there were no additional local fraud risks identified by them which would impact the overall group risk
assessment.
Independent Auditor’s Report to the Members of Aminex PLC
continued
Aminex PLC
annual report 2024
40
Based on our risk assessment, we considered the area’s most susceptible to fraud to be the risk of management override of
controls.
Our procedures in respect of the above included:
•
We corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent Company’s
board meetings;
•
The auditors visited the operations in Tanzania observing operations and carrying out a physical verification of sites
supporting the exploration and evaluation assets;
•
audit procedures performed by the engagement team in connection with the risks identified included:
- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable
laws and regulations expected to have a direct impact on the financial statements;
- testing the appropriateness of a sample of journal entries throughout the year, which met a defined risk criteria to be a
higher risk of potential fraud and other adjustments, by agreeing to supporting documentation;
- performing a detailed review of the Group’s and Company’s year-end adjusting entries and investigating any that appear
unusual as to nature or amount and agreeing to supporting documentation;
- evaluating the business rationale of significant transactions outside the normal course of business, and reviewing
accounting estimates for bias;
- challenging the assumptions and judgements made by management in its significant accounting estimates and challenging
management on any changes in estimation techniques made during the year and assessing their impact;
- assessing whether the judgements made in making accounting estimates specifically those in the Key Audit Matters
section of the report are indicative of a potential bias; and
- obtaining confirmations from third parties to confirm existence of certain balances.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities for the financial statements is located on the IAASA’s website at: Description_of_
auditors_responsibilities_for_audit.pdf This description forms part of our auditor’s report.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with section 391 of the Companies Act 2014.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or
for the opinions we have formed.
Report on other legal and regulatory requirements.
We were appointed by the Board of Directors in December 2024 to audit the financial statements for the year ended 31
December 2024 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals
and reappointments of the firm is 1 year, covering the year ended 31 December 2024.
We are responsible for obtaining reasonable assurance that the financial statements taken as a whole are free from material
misstatement, whether caused by fraud or error. Owing to the inherent limitations of an audit, there is an unavoidable risk
that material misstatements of the financial statements may not be detected, even though the audit is properly planned and
performed in accordance with the ISAs. Our audit approach is a risk-based approach and is explained more fully in the
‘Responsibilities of the auditor for the audit of the financial statements’ section of our report.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance
and Transparency Rules 4.1.15R to 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report
has been prepared in accordance with those requirements.
Brendan Kean
Statutory Auditor
For and on behalf of
Baker Tilly Ireland Audit Limited
Chartered and Certified Accountants & Statutory Audit Firm
9 Exchange Place
International Financial Services Centre
Dublin 1
Date: 29 April 2025
Independent Auditor’s Report to the Members of Aminex PLC
continued
Aminex PLC
annual report 2024
41
Group Income Statement
for the year ended 31 December 2024
2024
2023
Notes
US$’000
US$’000
Continuing operations
Revenue
2
Cost of sales
3
(51 )
(82 )
Gross (loss) / profit
(12 )
Administrative expenses
3
(1,769 )
(695 )
Impairment against property, plant and equipment assets
12
(1,481 )
(103 )
Impairment against exploration and evaluation assets
11
(1,941 )
(346 )
Loss from operating activities
(5,203 )
(1,114 )
Finance income
7
Finance costs
8
(153 )
(159 )
Loss before tax
(5,301 )
(1,119 )
Taxation
9
Loss for the financial year
attributable to equity holders of the Company
(5,301 )
(1,119 )
Basic and diluted loss per Ordinary Share (in US cents)
10
(0.13
(0.03
Group Statement of Other Comprehensive Income
for the year ended 31 December 2024
2024
2023
US$’000
US$’000
Loss for the financial year
(5,301 )
(1,119 )
Other comprehensive income:
Items that are or may be reclassified to profit or loss:
Currency translation differences
(31 )
Total comprehensive expense for the financial year
attributable to the equity holders of the Company
(5,332 )
(1,082 )
On behalf of the Board
Charles Santos
Tom Mackay
Director
Director
29 April 2025
Aminex PLC
annual report 2024
42
Group and Company Balance Sheets
at 31 December 2024
Group
Company
2024
2023
2024
2023
Notes
US$’000
US$’000
US$’000
US$’000
Assets
Non-current assets
Exploration and evaluation assets
11
-
-
Property, plant and equipment
12
-
-
Investments in subsidiary undertakings
14
5,348
6,112
Amounts due from subsidiary undertakings
15
103,410
95,614
Total non-current assets
108,758
101,726
Current assets
Trade and other receivables
16
26
13
Amounts due from subsidiary undertakings
15
642
532
Cash and cash equivalents
17
648
1,694
Total current assets
1,316
2,239
Total assets
110,074
103,965
Equity
Issued capital
21
69,703
69,695
Share premium
128,409
128,340
Other undenominated capital
234
234
Share option reserve
1,647
1,541
Foreign currency translation reserve
(2,298 )
(2,267 )
-
-
Retained deficit
(170,080 )
(164,934 )
(90,346)
(95,883)
Total equity
109,647
103,927
Liabilities
Non-current liabilities
Decommissioning provision
19
-
-
Total non-current liabilities
-
-
Current liabilities
Trade and other payables
18
427
38
Total current liabilities
427
38
Total liabilities
427
38
Total equity and liabilities
110,074
103,965
On behalf of the Board
Charles Santos
Tom Mackay
Director
Director
29 April 2025
Aminex PLC
annual report 2024
43
Group Statement of Changes in Equity
for the year ended 31 December 2024
Attributable to equity shareholders of the Company
Foreign
Other unde-
Share
currency
Share
Share
nominated
option
translation
Retained
capital
premium
capital
reserve
reserve
deficit
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
At 1 January 2023
(2,304 )
(163,815 )
Transactions with shareholders of the
Company recognised directly in equity
Shares issued
Share-based payment charge (Note 5)
Share option reserve transfer
Total comprehensive income / (expense):
Loss for the financial year
(1,119 )
(1,119 )
Currency translation differences
At 31 December 2023
(2,267 )
(164,934 )
Transactions with shareholders of the
Company recognised directly in equity
Shares issued
Share-based payment charge (Note 5)
Share option reserve transfer
(155 )
Total comprehensive income / (expense):
Loss for the financial year
(5,301 )
(5,301 )
Currency translation differences
(31 )
(31 )
At 31 December 2024
(2,298 )
(170,080 )
Company Statement of Changes in Equity
for the year ended 31 December 2024
Attributable to equity shareholders of the Company
Other un-
Share
Share
Share denominated
option
Retained
capital
premium
capital
reserve
deficit
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
At 1 January 2023
69,695
128,340
234
1,231
(93,300)
106,200
Transactions with shareholders of the
Company recognised directly in equity
Shares issued
-
-
-
-
-
-
Share-based payment charge (Note 5)
-
-
-
310
-
310
Share option reserve transfer
-
-
-
-
-
-
Total comprehensive income / (expense):
Loss for the financial year
-
-
-
-
(2,583)
(2,583)
At 31 December 2023
69,695
128,340
234
1,541
(95,883)
103,927
Transactions with shareholders of the
Company recognised directly in equity
Shares issued
8
69
-
-
-
77
Share-based payment charge (Note 5)
-
-
-
261
-
261
Share option reserve transfer
-
-
-
(155)
155
-
Total Comprehensive income / (expense):
Profit for the financial year
-
-
-
-
5,382
5,382
At 31 December 2024
69,703
128,409
234
1,647
(90,346)
109,647
Aminex PLC
annual report 2024
44
Group and Company Statements of Cashflows
for the year ended 31 December 2024
Group
Company
2024
2023
2024
2023
Notes
US$’000
US$’000
US$’000
US$’000
(Loss) / profit for the financial year
(5,301 )
(1,119 )
5,382
(2,583)
Depreciation
12
-
-
Equity-settled share-based payments
5
170
238
Finance income
7
(55 )
(154 )
(2)
(131)
Finance costs
8
1
-
Impairment of exploration and evaluation assets
11
-
-
Impairment of property, plant and equipment
12
-
-
Increase / (reversal) of impairment provision against investments
in subsidiary undertakings
14
855
-
(Reversal) / increase of impairment provision against amounts
due from subsidiary undertakings
15
(6,782)
2,177
Decrease / (increase) in trade and other receivables
(254 )
(13)
(1)
(Decrease) / increase in trade and other payables
(729 )
(2,048 )
13
(17)
Net cash (used in) / generated by operations
(2,162 )
(2,654 )
(376)
(317)
Tax paid
-
-
Net cash (outflows) / inflows from operating activities
(2,162 )
(2,654 )
(376)
(317)
Investing activities
Acquisition of property, plant and equipment
(219 )
(202 )
-
-
Expenditure on exploration and evaluation assets
(40 )
(62 )
-
-
(Increase) / decrease in amounts due from subsidiary undertakings
(1,124)
(1,014)
Net cash (outflows) from investing activities
(259 )
(264 )
(1,124)
(1,014)
Financing activities
Borrowings
26
375
-
Proceeds from the issue of share capital
77
-
Net cash inflows from financing activities
452
-
Net (decrease) / increase in cash and cash equivalents
(1,969 )
(2,918 )
(1,048)
(1,331)
Cash and cash equivalents at 1 January
17
1,694
2,894
Foreign exchange gain / (loss)
2
131
Cash and cash equivalents at 31 December
17
648
1,694
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
45
through subsidiary undertakings, details of which are set out in Note 14 to the financial statements. The Group’s principal
area of activity is in Tanzania. The Group financial statements for the year ended 31 December 2024 consolidate the individual
financial statements of the Company and its subsidiaries (together referred to as “the Group”).
International Financial Reporting Standards (“IFRS”) as adopted by the European Union (EU). The material accounting policies
adopted in the preparation of the consolidated and company financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise stated. The consolidated and company financial statements
are presented in US dollars, which is also the Company’s functional currency. Amounts are rounded to the nearest thousand,
unless otherwise stated.
The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting
estimates. It also requires Group management to exercise judgement in applying the Group’s accounting policies. The
areas where significant judgements and estimates have been made in preparing the financial statements and their effect are
disclosed below.
The financial statements of the Group and the Company are prepared on a going concern basis.
The Directors have given careful consideration to the Group net current liability position amounting to US$5.57 million and the
Group and Company’s current loss-making position and cash outflows, and their ability to continue as a going concern, with
the resultant need for adequate funding within the going concern period. This included review of cash flow forecasts prepared
by management for the going concern period at least 12 months from approval of the financial statements, review of the key
assumptions on which these forecasts are based and the sensitivity analysis. The forecasts reflect the Directors’ best estimate of
expenditures and receipts during the going concern period. The forecasts are regularly updated to enable continuous monitoring
and management of the Group and the Company’s cash flow and liquidity risk. The forecasts indicate that, subject to the
principal assumptions noted below, the Group and the Company would have adequate resources to continue as going concerns
for the foreseeable future, that is a period of not less than 12 months from the date of approval of the financial statements.
As part of its analysis in making the going concern assumption, the Directors have considered the range of risks facing the
business on an ongoing basis, as set out in the risk section of this Annual Report that remain applicable to the Group and the
Company. The principal assumptions made in relation to the Group and the Company’s going concern assessments relate to the
capital commitments on its operated assets in Tanzania, the reservation of rights made by the Tanzania Petroleum Development
Corporation (“TPDC”) in respect of certain claims that the Directors consider are without merit, and the ongoing objections to tax
assessments in Tanzania (see Note 24).
Current liabilities of the Group exceeded its current assets as at 31 December 2024, mainly as a result of provisions made
for some contested tax assessments. As disclosed in Note 24, the Group received a tax assessment in February 2020 from
the Tanzania Revenue Authority (“TRA”) of US$2.2 million in relation to an audit of the Group’s Tanzanian wholly owned
subsidiary covering the period from 2013 to 2015 and tax assessments in June 2022 for US$4.8 million in relation to audits
covering the period from 2016 to 2018 and a subsequent Demand Notice for some of these assessments in January 2025.
These tax assessments are excluded from the cash forecast as any cash outflow during the going concern period is not
considered probable based on either legal advice or the timeframes for tax cases in Tanzania. Tax assessments received in
June 2023 from the TRA of US$3.3 million in relation to an audit covering the period from 2019 to 2020 are included insofar
as amounts are expected to be payable under a payment plan to be renegotiated with the TRA. Additionally, development
and decommissioning of the Group’s assets in Tanzania is excluded from the cash forecast as any such commitments are
anticipated to be outside the going concern period.
The Group commenced discussions with the Tanzanian authorities during 2022 to return the Nyuni Area licence to the
Ministry of Energy and such discussions resulted in the Group being requested to market the licence in 2023 and 2024, in an
attempt to find a third-party partner willing to pursue and fund a mutually agreed re-negotiated work programme. Regardless
of whether the farm-out process is successful or not, it is not considered probable that any capital expenditure would arise
in the period. However, a risk exists that the Group and the Company lose the objections to the tax assessments or may be
unable to renegotiate or defer commitments relating to the development or decommissioning of the operated Licence interests
during the period, or that the TPDC may take action to enforce their claims to certain rights during the period and, therefore,
the Group and the Company may need to raise additional funding to meet these potential liabilities.
In addition, the Group currently has available a US$3.00 million funding facility agreement between Aminex and Eclipse
Investments LLC, a major shareholder in the Company, signed in April 2024 (the “Facility”).
The Facility is available for
drawdown until 18 April 2026 with no more than one drawdown request, not to exceed US$375,000, to be made each
calendar quarter. Under the second tranche of this Facility, amounting to US$1.50 million, the drawdown shall be at the
absolute discretion of Eclipse and is subject to a number of conditions. Interest accrues at a rate of the Secured Overnight
Financing Rate plus 8%.
Advances may, at Eclipse’s discretion be set-off against the Company’s US$35 million carry in
respect of the Ntorya Development from ARA Petroleum Tanzania Limited (the “Carry”). If not set-off against the Carry, Eclipse
can demand repayments of the advances no earlier than 31 December 2026.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
46
There is material uncertainty as to its ability to raise such additional funding. This may result in the Group and the Company
having to raise funds at whatever terms are available at the time, which is not guaranteed.
These circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group and the
Company’s ability to continue as going concerns and, therefore, the Group and the Company may be unable to realise their
assets and discharge their liabilities in the normal course of business. As the Group has been successful in raising equity
funds at various times and in similar circumstances in the recent past on acceptable terms to the Group, the Directors have a
reasonable expectation that additional funding can be raised. Despite the aforementioned material uncertainty, the Directors
have confidence in the Group’s forecasts and have a reasonable expectation that the Group and the Company will continue in
operational existence for the foreseeable future and have therefore used the going concern basis in preparing these financial
statements. The financial statements do not include the adjustments that would result if the Group and the Company were
The Group financial statements have been prepared and approved by the Directors in accordance with IFRS and their interpretations
as adopted by the EU (“EU IFRS”). The individual financial statements of the Company (“Company financial statements”) have been
prepared and approved by the Directors in accordance with EU IFRS and as applied in accordance with the Companies Acts 2014
which permits a company that publishes its Company and Group financial statements together to take advantage of the exemption
in Section 304 of the Companies Act 2014 from presenting to its members its company income statement and related notes that
A number of new and amended standards and interpretations issued by IASB have become effective for the first time for
financial periods beginning on (or after) 1 January 2024 and have been applied by the Group in these financial statements.
None of these new and amended standards and interpretations had a significant effect on the Group because they are either
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are
effective in future accounting periods and which have not been adopted early by the Group. Except as mentioned below, these
standards are not expected to have a material impact on the Group in the current or future reporting periods nor on foreseeable
future transactions.
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ will supersede IAS 1 ‘Presentation of Financial Statements’
and is effective for annual periods beginning on or after 1 January 2027 subject to endorsement by the EU. IFRS 18 (and
consequential amendments made to IAS 7
‘Statement of Cash Flows’, IAS 8 ‘Accounting Policies: Changes in Accounting
Estimates and Errors’, IAS 33 ‘Earnings per share’ and IFRS 7 ‘Financial Instruments: Disclosures’) introduces several new
requirements that are expected to impact the presentation and disclosure of the Group’s consolidated financial statements.
These new requirements include:
•
Requirements to classify all income and expenses included in the statement of profit or loss into one of five categories and
to present two new mandatory subtotals.
•
Requirement to use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from
operating activities in the statement of cash flows.
•
Specific classification requirements for interest paid/received and dividends received in the statement of cash flows such
that interest and dividend receipts are included as investing cash flows and interest paid as financing cash flows.
•
Required disclosures about certain non-GAAP measures (‘management defined performance measures’) in a single note
to the financial statements.
•
Enhanced guidance on the aggregation of information across all the primary financial statements and the notes.
The material accounting policies adopted are set out below.
The Group financial statements consolidate the financial statements of Aminex PLC and its subsidiaries. Subsidiaries are
consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which
control is transferred out of the Group. Control exists when the Company is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the entity. Financial statements
of subsidiaries are prepared for the same reporting year as the parent company.
The statutory individual financial statements of subsidiary companies have been prepared under the accounting policies
applicable in their country of incorporation but adjustments have been made to the results and financial position of such
companies to bring their accounting policies into line with those of the Group for consolidation purposes.
All intra-group balances and transactions, including unrealised profits arising from intra-group transactions, have been
eliminated in full. Unrealised losses are eliminated in the same manner as unrealised gains except to the extent that there is
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
47
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies, is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Such power, generally but not exclusively, accompanies a shareholding of more than one-half of the voting
Joint operations are those activities over which the Group exercises joint control with other participants, established by
contractual agreement. The Group recognises, in respect of its interests in joint operations, the assets that it controls, the
liabilities that it incurs, the expenses that it incurs and the share of the income that it earns from the sale of goods or services
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue
when performance obligations are satisfied and it transfers control over a good or service to a customer. Details of the Group’s
The Group operates a number of share option schemes. For equity-settled share-based payment transactions (i.e. the issuance
of share options), the Group measures the services received by reference to the value of the option or other financial instrument
at fair value at the measurement date (which is the grant date) using a recognised valuation methodology for the pricing of
financial instruments (i.e. the Black Scholes model).
If the share options granted do not vest until the completion of a specified period of service, the fair value assessed at the
grant date is recognised in the income statement over the vesting period as the services are rendered by employees with
a corresponding increase in equity. For options granted with no vesting period the fair value is recognised in the income
statement at the date of the grant.
Where share options granted do not vest until performance-related targets, which include targets outside management’s
control, have been achieved (i.e. a variable vesting period), the fair value assessed at the grant date is recognised in the income
statement over a vesting period estimated by management based on the most likely outcome of the performance condition
(IFRS 2.15(b)).
Share options issued by the Group that are subject to market-based vesting conditions, as defined in IFRS 2, are ignored for
the purposes of estimating the number of equity shares that will vest; these conditions have already been taken into account
when fair valuing the share options.
Non-market vesting conditions are not taken into account when estimating the fair value of share options at the grant date;
such conditions are taken into account through adjusting the number of equity instruments included in the measurement of
the amount charged to the income statement over the vesting period so that, ultimately, the amount recognised equates to the
number of equity instruments that actually vest. The expense in the income statement in relation to share options represents
the product of the total number of options anticipated to vest and the fair value of these options at the date of grant.
Where share options have performance conditions that are service-related and non-market in nature, the cumulative charge to
the income statement is reversed only where an employee in receipt of share options leaves the Group prior to completion of
the service period and forfeits the options granted and/or performance conditions are not expected to be satisfied. Where an
equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised
for the award is recognised immediately.
The proceeds received by the Group on the exercise of share entitlements are credited to share capital and share premium.
Where share options are awarded by the Group to employees of subsidiary companies, the value of the share-based payment
is credited to the Group’s share option reserve and charged through investments in subsidiary undertakings to the income
statement of the relevant subsidiary company.
When share options which have not been exercised reach the end of the original contractual life, the value of the share options
is transferred from the share option reserve to retained earnings. The Share Scheme adopted in July 2020 gives the Board the
Ordinary shares and deferred shares are classified as equity. Proceeds received from the issue of ordinary shares above the
nominal value is classified as Share Premium. Costs directly attributable to new shares are shown in equity as a deduction
from retained earnings from June 2015 in accordance with the provisions of the Companies Act 2014. Prior to that date costs
Finance costs comprise interest payable on borrowings calculated using the effective interest rate method, the unwinding of the
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
48
Finance income
Finance income comprises interest income, which is recognised in the income statement as it accrues, using the effective
The tax expense in the income statement represents the sum of the current tax expense and deferred tax expense.
Tax currently payable is based on taxable profit for the year and any adjustments to tax payable in respect of previous years.
Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The liability for
current tax is calculated using rates that have been enacted or substantively enacted at the balance sheet date. Where there
are uncertain tax positions, the Group assesses whether it is probable that the position adopted in tax filings will be accepted
by the relevant tax authority, with the results of this assessment determining the accounting that follows. If it is not considered
probable that the income tax filing position will be accepted by the tax authority, the uncertainty is reflected within the carrying
amount of the applicable tax asset or liability by using either the most likely amount or an expected value of the tax treatment,
depending on which method is considered to better predict the resolution of the uncertainty, based on the underlying facts
and circumstances.
Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive
and liabilities for financial reporting purposes and the amounts used for taxation purposes, except those arising from non-
deductible goodwill or on initial recognition of an asset or liability in a transaction that is not a business combination and that
affects neither accounting nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
expected to be realised or the liability to be settled based on laws that have been enacted or substantively enacted at the
balance sheet date.
Deferred tax assets are recognised for all deductible differences, carry forward of unused tax credits and unused tax losses,
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the
carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
Basic earnings per share is computed by dividing the net profit for the financial period attributable to ordinary shareholders by
the weighted average number of ordinary shares in issue during the financial period.
Diluted earnings per share is computed by dividing the profit for the financial period attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue after adjusting for the effects of all potential dilutive ordinary shares that
The presentation currency of the Group and the functional currency of Aminex PLC is the US dollar (“US$”), representing the
currency of the primary economic environment in which the Group operates. Transactions in foreign currencies are recorded
at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated into the functional currency at the rate of exchange at the balance sheet date. All translation differences are
taken to the income statement.
Results and cash flows of non-dollar subsidiary undertakings are translated into US dollars at average exchange rates for the
year and the related assets and liabilities (including goodwill and fair value adjustments) are translated at the rates of exchange
ruling at the balance sheet date. Adjustments arising on translation of the results of non-dollar subsidiary undertakings at
average rates, and on the restatement of the opening net assets at closing rates, are dealt with in a separate translation reserve
within equity, net of differences on related currency borrowings. Proceeds from the issue of share capital are recognised at the
prevailing exchange rate on the date that the Board of Directors ratifies such issuance; any foreign exchange movement arising
between the date of issue and the date of receipt of funds is charged or credited to the income statement.
The principal exchange rates used for the translation of results, cash flows and balance sheets into US dollars were as follows:
| Average | Year-end | |||
2024 | 2023 | 2024 | 2023 | |
US$1 equals | ||||
Pound sterling | 0.7907 | 0.7903 | 0.7981 | 0.7845 |
Euro | 0.9552 | 0.9172 | 0.9657 | 0.9052 |
Australian dollar | 1.5786 | 1.4957 | 1.6150 | 1.4655 |
Tanzanian shilling | 2,600 | 2,391 | 2,394 | 2,506 |
On loss of control of a foreign operation, accumulated currency translation differences are recognised in the income statement
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
49
The assessment of what constitutes an individual exploration and evaluation (“E&E”) asset (an E&E asset is the same as a
cash-generating unit (“CGU”) for the purposes of impairment testing) is based on technical criteria but normally a production
sharing agreement (“PSA”) is designated as an individual E&E asset. A PSA will normally equate to a single licence except for
the Ruvuma PSA (see Note 11).
E&E expenditure incurred prior to obtaining the legal rights to explore an area is recognised in the income statement as incurred.
Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial
appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs,
are capitalised as intangible E&E assets.
if technical feasibility is demonstrated, commercial reserves are discovered and commercial viability is demonstrable, then,
following development sanction, the carrying value of the relevant E&E asset will be reclassified to property, plant and
equipment, but only after the carrying value of the E&E asset has been assessed for impairment and, where appropriate, its
carrying value adjusted. If, after completion of appraisal activities in an area, it is not possible to determine technical feasibility
and commercial viability, if the legal rights to explore expire or if the Group decides not to continue E&E activities then the costs
Developing and producing oil and gas assets are aggregated generally on a field-by-field basis and represent the cost of
developing the commercial reserves discovered and bringing them into production, together with the E&E expenditure incurred
in finding commercial reserves transferred from intangible E&E assets as outlined in the accounting policy above.
Subsequent expenditure is capitalised only where it either enhances the economic benefits of the developed and producing
properties or replaces part of the existing developed and producing properties. The carrying amounts of the part replaced are
expensed to the income statement.
Interest on borrowings for development projects is capitalised by field up to the time that the asset commences to produce
Farm-outs
A farm-out is an arrangement whereby the Group gives up the right to future reserves via reduction in the working interest in
a licence in exchange for cash consideration or a reduction in future funding commitments which will be met, or “carried”, by
another party (farmee).
Any cash consideration received as part of a farm-out arrangement that relates to (i) the purchase of a right to receive future
reserves from the asset, or (ii) past capitalised costs of the asset, are credited against the carrying amount of the existing
asset. Consequently, the Group does not recognise any gain or loss on the partial disposal of interest in the asset unless the
cash consideration exceeds the carrying amount. If consideration received exceeds the carrying amount of the E&E asset, this
excess is recognised as a gain in the income statement. Any future commitments that will be met by the farmee are excluded
when the licence is yet to establish proven reserves.
Subsequent E&E expenditure settled by the farmee as part of the carried interest is not recognised by the Group in the carrying
value of the asset.
Capital gain taxes arising on farm-out transactions are recorded in the income statement.
The Group depletes capitalised costs calculated at price levels ruling at the balance sheet date on developed and producing
properties on a unit of production basis, based on proved and probable reserves on a field-by-field basis. In certain
circumstances, fields within a single development may be combined for depletion purposes.
Amortisation is calculated by reference to the proportion that production for the period bears to the total of the estimated
remaining commercial reserves as at the beginning of the period. Changes in reserves quantities and cost estimates are
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
Aminex PLC
annual report 2024
50
E&E assets are assessed at each reporting date for indicators of impairment, with an impairment test being required when
facts and circumstances suggest that the carrying amount of capitalised E&E expenditure exceeds its recoverable amount and
sufficient data exists to enable the Group to determine technical feasibility and commercial viability.
Under IFRS 6, the following indicators are set out to determine whether an E&E asset is required to be tested for impairment:
a) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the
near future, and is not expected to be renewed;
b) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted
nor planned;
c) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable
quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
d) sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of
the E&E asset is unlikely to be recovered in full from successful development or by sale.
The list is not exhaustive, and management will consider other relevant changes in facts and circumstances that may indicate
the requirement for an E&E asset impairment test.
Where an indicator of impairment exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever
the carrying amounts of an asset or its cash generating unit exceed its recoverable amount. Impairment losses are recognised
in the statement of profit or loss. The recoverable amount of an asset is the higher of its fair value less cost of disposal and
value-in-use.
This assessment is based on a range of technical and commercial considerations and confirming that sufficient progress is being
made to establish development plans and timing. If no future activity is planned, or the value of the asset cannot be recovered via
successful development or sale, the balance of the E&E expenditure is impaired wholly or in part as appropriate.
Value-in-use reflects the expected present value of the future cash flows which the Group would generate through the operation
of the asset in its current condition, without taking into account potential enhancements or further development of the asset. The
fair value less cost of disposal valuation will normally be higher than the value-in-use valuation and accordingly the Group typically
applies this valuation estimate in its impairment of valuation assessments.
The fair value less cost of disposal is determined as the amount of estimated risk adjusted and discounted future cash flows. For
this purpose, assets are grouped into cash generating units (“CGU”s) based on separately identifiable and largely independent
cash inflows. Estimates of future cash flows are made using management forecasts.
Where there has been a charge for impairment in an earlier period that charge will be reversed in a later period where there has
been a change in circumstances to the extent that the discounted future net cash flows are higher than the net book value at the
time. In reversing impairment losses, the carrying amount of the asset will be increased to the lower of its original carrying value
A liability is recognised once there is an obligation for the decommissioning of oil and gas wells. Decommissioning cost
estimates are measured based on current requirements, technology and price levels, which is inflated to estimate the future
cost at the expected abandonment date; the present value is calculated using amounts discounted over the useful economic
life of the assets. This amount is included within the related exploration and evaluation or developed and producing assets by
field and the liability is included in provisions. Such cost is depleted over the life of the field on a unit of production basis and
charged to the income statement. The unwinding of the discount is reflected as a finance cost in the income statement over the
remaining life of the well. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision
and the associated asset. The effects of changes resulting from revisions to the timing or the amount of the original estimate
of the provision are reflected on a prospective basis, generally by adjustment to the carrying amount of the related exploration
and evaluation or property, plant and equipment.
Property, plant and equipment – other
Other property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation
is calculated to write off the original cost of other property, plant and equipment less its estimated residual value over their
expected useful lives on a straight-line basis.
Plant and equipment | 3-5 years |
Fixtures and fittings | 3-5 years |
The useful lives and residual values are reassessed annually.
On disposal of other property, plant and equipment, the cost and related accumulated depreciation and impairments are
removed from the financial statements and the net amount less any proceeds are taken to the income statement.
The carrying amounts of other property, plant and equipment are reviewed at each balance sheet date to determine whether
there is any indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement.
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Notes Forming Part of the Financial Statements
Aminex PLC
annual report 2024
51
Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Group and the cost of the replaced item can
be measured reliably. All other repair and maintenance costs are charged to the income statement during the financial period
Cash and cash equivalents refer to deposits with a maturity of less than 90 days at inception and include cash in hand, current
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the
contractual provisions of the instrument. Up to the date of this balance sheet, the Group had not utilised derivative financial
instruments.
There are no material financial assets and liabilities for which differences between carrying amounts and fair values are required
to be disclosed. The classification of financial instruments as required by IFRS 7 is disclosed in Notes 16, 17, 18 and 20.
Financial assets are initially recognised at fair value, normally being the transaction price, and subsequently measured at
amortised cost, fair value through other comprehensive income or fair value through profit or loss. The classification of financial
assets is determined by the contractual cash flows and where applicable the business model for managing the financial
assets. The Group derecognises financial assets when the contractual rights to the cash flows expire or the financial asset
is transferred to a third party. On derecognition of a financial asset measured at amortised cost, the difference between the
asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Financial assets at amortised cost
Financial assets are classified as measured at amortised cost when they are held in a business model the objective of which
is to collect contractual cash flows and the contractual cash flows represent solely payments of principal and interest. Such
assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and
losses are recognised in profit or loss when the assets are derecognised or impaired and when interest is recognised using
the effective interest rate method. This category of financial assets includes trade and other receivables and loans provided to
The expected credit loss model is applied for recognition and measurement of impairments in financial assets measured
at amortised cost. The loss allowance for the financial asset is measured at an amount equal to the 12-month expected
credit losses. If the credit risk on the financial asset has increased significantly since initial recognition, the loss allowance
for the financial asset is measured at an amount equal to the lifetime expected credit losses. Changes in loss allowances are
recognised in profit and loss. For trade receivables, a simplified impairment approach is applied recognising expected lifetime
The Group assesses critical accounting judgements annually. The following are the critical judgements, apart from those
involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the
Group’s accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements.
Carrying value of intangible exploration and evaluation assets (Note 11):
The amounts for intangible exploration and evaluation assets represent active exploration projects. These amounts will be
written off to the income statement as exploration costs unless commercial reserves are established, or the determination
process is not completed and there are no indications of impairment in accordance with the Group’s accounting policy.
Carrying value of intangible exploration and evaluation assets (Note 11): (continued)
The process of determining whether there is an indicator for impairment or impairment reversal and the subsequent calculation
requires critical judgement. The key areas in which management has applied judgement are as follows: the Group’s intention
to proceed with a future work programme for a prospect or licence; the likelihood of licence renewal or extension; the review of
new legislation or regulations that may impact the economic terms of the Group’s PSAs: the assessment of whether sufficient
data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the
exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale and the success of
a well result or geological or geophysical survey.
The key risk area to which this judgement was applied during 2024 was the assessment and identification of impairment
indicators, in accordance with IFRS 6, related to the Ruvuma PSA, Kiliwani South and Nyuni Area PSA CGUs.
The Company is fully carried for its 25% participating interest in the Ruvuma PSA CGU by the US$35 million carry arrangement
(“the Carry”) under the Farm-Out which completed in October 2020. This is equivalent to a gross field investment of US$140
million and is expected to carry the Group through to commercial production. The Company’s expenditures from 2021 onwards
on the Ruvuma PSA CGU were fully covered by the Carry.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
52
In May 2024, the 25-year Ntorya Development Licence was granted, under the Ruvuma PSA, for blocks in the Mtwara Licence.
Work on the Ntorya site has progressed during the year, with land acquired for the upstream processing facilities and the
Chikumbi-1 well location, while expanding another nearby site to accommodate the construction of a camp and storage yard.
Further work to be undertaken includes conducting a well-test on Ntorya-2 and converting it to a producing well, drilling the
Chikumbi-1 well with a view to converting it to a producing well and carrying out a well workover at Ntorya-1, before turning it
into a producing well. First gas is anticipated as soon as the pipeline carrying the gas away from the field is completed by TPDC,
which is expected in mid-2026. Management have a reasonable expectation that the planned development of the Ntorya
location contained within the Ruvuma PSA CGU would result in the asset’s recoverable amount (determined on a value-in-use
basis with a 10% discount rate) being greater than its carrying value. Therefore, no impairment has been recognised against
the Mtwara Licence costs within the Ruvuma PSA.
In respect to the Kiliwani South prospect, the asset is located within the Kiliwani North Development Licence acreage and
although the licence expires in 2036, no work programme was planned for 2024 as commercial discussions continued over
KNDL and, following the rejection of proposed terms over the Nyuni Area licence for the second extension period, the Company
considers any seismic programme solely over the Kiliwani South prospect to be uneconomical. The Directors concluded that
these factors were indicators of impairment which resulted in a full impairment of the carrying value of the Kiliwani South CGU
in 2021. Although a budget has been approved for 2025, this is for licence maintenance and support only, and the Directors
conclude that full impairment should continue in 2024 (see Note 11). As a result, any expenditure on the Kiliwani South prospect
E&E asset during 2024 would have been capitalised and immediately impaired from the exploration and evaluation assets to
the income statement as exploration and evaluation expenditure in line with the Group’s accounting policy, however there was
no expenditure in 2024.
In respect to the Nyuni Area PSA CGU, management concluded in 2018 that an impairment trigger event had occurred
and resulted in the asset being fully impaired. Expenditure on the Nyuni Area PSA E&E asset during 2024 was capitalised
and immediately impaired from the exploration and evaluation assets to the income statement as exploration and evaluation
expenditure in line with the Group’s accounting policy. During 2021, discussions with the Ministry of Energy to agree terms with
the licence holder for the second exploration phase were unsuccessful and, in April 2022, we initiated the process to return
the licence, in the belief that the level of risk associated with the licence was inappropriate for the Group. Subsequently, it was
agreed with the Tanzanian authorities that we will continue our attempts to attract industry partners to participate in the licence.
The likely outcome of these attempts, however, remains uncertain and consequently the Directors maintained their position of
a full impairment over the Nyuni Area PSA CGU.
Carrying value of property plant and equipment assets (Note 12):
During oil and gas operations, production from a well is subject to a rate of decline as the reservoir is depleted and the pressure
naturally decreases. There are various mechanical options available to the business to remedy such decline and to increase
production from an existing well. Management’s critical judgements in deciding whether they can remediate a decline in production
relate to: whether the technology and technical expertise is available at its operating locations to remedy the production decline,
whether the chosen remedial action will be successful and whether it will be economical to perform the remediation work. If
management decides, after reviewing all available options, that there is no economical method for remediating a well, an asset
would be impaired.
During 2024, the Kiliwani North-1 well (“KN-1”) continued not to produce, and consequently management assessed the asset for
impairment in accordance with IAS 36. Management noted that with continued uncertainty over commercial terms for production
from the KN-1 well the Group could not ascertain whether it would be economical to perform a remediation programme on the well.
As part of the KNDL settlement agreement signed in October 2021 over past gas sales, the TPDC reserved its rights in respect
of profit share and royalty. The Group recognised that reaching agreement on commercial terms would result in further delays
to achieving any future production. Furthermore, as the Company had moved toward a non-operator strategy, despite actively
pursuing farm-in partners to conduct works over the licence, there was no certainty that a partner would be identified and any
remediation programme commence. These conditions and assessments continued in 2024.
Carrying value of property plant and equipment assets (Note 12): (continued)
Impairment exists when the carrying value of the asset or CGU exceeds its recoverable amount, which is the higher of its fair value less
costs of disposal and its value-in-use. The above factors were considered indicators of impairment and resulted in a full impairment
of the KNDL CGU in 2021, which reflected the carrying value of KN-1. Expenditures incurred in 2024 have also been impaired in full.
Management maintain that the KNDL CGU’s value would only be realised from future cash flows generated by the asset. Details are
disclosed in Note 12. The potential results of future remediation work may be different to current management judgements and may
result in an impairment reversal to the Kiliwani North CGU which would impact the Group’s financial statements.
Assessment and disclosure of contingent liabilities (Note 24):
income taxes, predominately WHT, VAT and Excise Duty accrued but not paid. The TRA also finalised a corporate income tax
audit of taxation years 2019 to 2020 with assessments issued to the Group in June 2023, covering disallowed costs. Objections
were submitted to some of these findings. Details of these tax assessments, along with progress during 2024, are contained in
Note 24.
The TRA finalised an audit of taxation years 2016 to 2018 with assessments issued to the Group in June 2022, covering non
income taxes, predominately VAT on the Ruvuma farm-out and pay as you earn tax on Directors’ fees. The TRA also finalised a
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
53
Notes Forming Part of the Financial Statements
corporate income tax audit of taxation years 2016 to 2018 with assessments issued to the Group in June 2022, covering under
declared revenue. Objections were submitted to all these findings. Details of these tax assessments, along with progress during
2024, are contained in Note 24.
The TRA finalised an audit of taxation years 2013 to 2015 with assessments issued to the Group in February 2020 covering non
income taxes including VAT, WHT and employment taxes. The Group objected to the findings. Details of these tax assessments,
along with progress during 2024, are contained in Note 24.
In 2018, the Group received notification from the TPDC requesting payment of certain amounts. During 2021, the Group and
TPDC reached a settlement in respect of past gas sales and amounts due to TPDC related to this notification. As part of the
settlement, both parties reserved their rights in relation to certain matters where agreement was not reached (see Note 24).
Judgement is required to determine whether a provision is necessary in relation to these remaining matters or a disclosure as a
contingent liability. Management consider the recognition and classification judgement of significance due to potential changes
to, and inconsistent interpretation of, laws and regulations in the location it operates. Critical judgements relate to the application
of certain criteria in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” that include: whether
the Group has a present obligation as a result of a past event, whether there is a probable outflow of economic resources, and
whether that outflow can be measured reliably. Judgement is made based on technical merit of any assessment or claim, legal
Going concern
Refer to page 45.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed below.
Recoverability of trade receivables and amounts due from subsidiary undertakings (Note 15):
The Group uses a forward-looking impairment model based on expected credit losses (“ECLs”) of financial assets in accordance
with IFRS 9, including short-term trade receivables. The standard requires the Company to book an allowance for ECLs for
its financial assets. Management calculate a net present value of outstanding receivables discounted by the discount rate,
for a range of possible scenarios, including delays and no payment, with a probability assigned to each. The assumptions of
scenarios, probability weighting and discount rate require critical judgement.
The Group notes no material credit loss in its remaining trade receivables balances as at 31 December 2024.
During the year, in line with the requirements of IFRS 9, the Company calculated an expected credit loss equivalent to the lifetime
expected credit losses. Arriving at the expected credit loss allowance involved considering different scenarios for the recovery
of the intercompany loan receivables, the possible credit losses that could arise and the probabilities for these scenarios. The
following were considered: the success of the development of the Ntorya Location, funded under the Ruvuma PSA Farm-Out
agreement with APT, value of the potential reserves, project risks, the ability to achieve certain production levels. Third party
assistance was used to support valuations where considered advisable. Significant judgement is required in determining
the probability of the different scenarios. The Company applies no discounting to the expected credit loss calculation as the
effective interest rate is considered to be 0% as the loans are interest free and payable on demand. Following the review, the
Company recognised a decrease of US$6.78 million to the impairment provision against the loans due from subsidiaries as a
result of the progress made during the year on the Ruvuma PSA CGU (see Note 11).
Provisions for decommissioning obligations are made on the best estimate of the likely committed cash outflow. Specialist input
is sought from third party experts to estimate the cost to perform the necessary remediation work at the reporting date. The
third-party expert used has experience in the industry and location where the Group operates and has assisted the Group’s
operations in the past. This enables a degree of knowledge of conditions specifically relevant to the Group. The third-party
prepared a Decommissioning Cost Report in January 2025 which provided cost estimates for what they considered to be the
most likely scenario for plugging and abandoning each well to be decommissioned. Management reviewed and adopted these
costs, on an undiscounted basis, which range from US$4.0 million to US$6.1 million each. Provision for environmental clean-
up and remediation costs is based on current legal and contractual requirements, technology and management’s estimate of
costs with reference to current price levels.
Changes to the type of remediation method, legislation, including in relation to climate change, well condition, technology and
equipment available in country can all have a significant impact on the cost estimate that may result in the cost being higher
than the current estimate provided.
The estimation of the timing of well abandonment, inflation and discount rates is also considered to be judgemental and can
have a significant impact on the net present value of the obligation. Abandonment timing is forecast to occur at the expiration
or, if renewal planned, expected expiration of the licence term. In respect of inflation, management references inflation figures
published by United States and Tanzanian government departments, and for discount rate estimates references the United
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2024
54
Uncertain tax and regulatory positions (Note 24):
The Group is subject to various tax and regulatory audits from time to time in the ordinary course of business, which may
give rise to assessments and the potential for items considered to be available for cost recovery to be disallowed in the
jurisdictions in which the Group operates. In order to assess whether these amounts should be provided for in the Financial
Statements, management has assessed these matters in the context of the laws and operating agreements of the countries
in which it operates. Management has applied judgement in assessing the likely outcome of these matters and has estimated
the financial impact based on external tax and legal advice, recent precedence in the relevant jurisdiction and prior experience
of such audits. In February 2020, June 2022 and June 2023, the TRA issued the Group with several tax assessments. The
Company objected to the majority of these assessments. Due to the interpretation of tax law in-country by the Revenue
Authority, significant uncertainty remains and the results of any submitted objections or appeals process in relation to the
tax assessment can influence the estimation of any future liability. This uncertainty often remains until the conclusion of this
process. Details of the assessments are disclosed in Note 24. With reference to the prejudicial exemption in IAS 37, the
Group will not disclose any further information about the assumptions for any provision. The disclosure of such information is
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.
The Group considers that its operating segments consist of (i) Producing Oil and Gas Properties, (ii) Exploration Activities and
(iii) Oilfield Services. These segments are those that are reviewed regularly by the Executive Chairman (Chief Operating Decision
Maker) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete
financial information is available. However, the Group further analyses these by region for information purposes. Segment results
include items directly attributable to the segment as well as those that can be allocated on a reasonable basis. Unallocated
Aminex Group items comprise mainly head office expenses, cash balances and certain other items.
The Group’s revenue is derived from contracts with customers. The timing of revenue streams depends on the following for
products and services:
Producing oil and gas assets
The Group satisfies its performance obligation by transferring a nominated volume of gas to its customer. The title to gas
transfers to a customer when the customer takes physical possession of the gas at the contracted delivery point. The gas needs
to meet certain agreed specifications. The Group generated no revenue under this segment (2023: US$nil).
Oilfield services
Revenue for services is recognised as services are rendered to the customer. All services rendered by the Group relate to joint
operations to which the Group is a party and the terms of the services provided are subject to service contracts.
The IFRS 8 operating segments as follows (i) Producing Oil and Gas Properties, (ii) Exploration Activities and (iii) Oilfield Services,
are the disaggregation of revenue from customers as required by IFRS 15.
for the year ended 31 December 2024
(continued)
2 Segmental Information
Notes Forming Part of the Financial Statements
Aminex PLC
annual report 2024
55
Operating segment results - 2024
Tanzania | Tanzania | UK | Unallocated | ||
Producing oil | Exploration | Oilfield | Corporate | ||
and gas properties | activities | services | Aminex Group | Total | |
2024 | 2024 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Revenue | - | - | 39 | - | 39 |
Cost of sales | - | (2) | (49) | - | (51) |
Depletion | - | - | - | - | - |
Gross (loss) / profit | - | (2) | (10) | - | (12) |
Depreciation | - | - | - | (2) | (2) |
Administrative expenses | (233) | - | (97) | (1,437) | (1,767) |
Impairment against property, plant and equipment assets | - | (1,481) | - | - | (1,481) |
Impairment against exploration and evaluation assets | - | (1,941) | - | - | (1,941) |
Operating (loss) / profit | (233) | (3,424) | (107) | (1,439) | (5,203) |
Finance costs | (47) | (105) | - | (1) | (153) |
Finance income | - | - | - | - | - |
Foreign exchange gain | - | - | - | 55 | 55 |
(Loss) / profit before tax | (280) | (3,529) | (107) | (1,385) | (5,301) |
Taxation | - | - | - | - | - |
(Loss) / profit before tax | (280) | (3,529) | (107) | (1,385) | (5,301) |
Segment assets | 1,309 | 39,051 | - | 1,179 | 41,539 |
Segment liabilities | (3,888) | (6,990) | - | (3,046) | (13,924) |
Capital expenditure additions | 1,481 | 2,895 | - | - | 4,376 |
Other material non-cash items | |||||
Share based payments (Note 5) | - | - | - | (261) | (261) |
Unwinding of discount on decommissioning provision | (47) | (105) | - | - | (152) |
(Note 19) |
Total non-current assets and liabilities by geographical region are set out in Notes 11, 12 and 19 to the financial statements.
Operating segment results - 2023
Tanzania | Tanzania | UK | Unallocated | ||
Producing oil | Exploration | Oilfield | Corporate | ||
and gas properties | activities | services | Aminex Group | Total | |
2023 | 2023 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Revenue | - | - | 112 | - | 112 |
Cost of sales | - | (12) | (70) | - | (82) |
Depletion | - | - | - | - | - |
Gross profit / (loss) | - | (12) | 42 | - | 30 |
Depreciation | - | - | - | (3) | (3) |
Administrative expenses | 688 | - | (97) | (1,283) | (692) |
Impairment against property, plant and equipment assets | - | (103) | - | - | (103) |
Impairment against exploration and evaluation assets | - | (346) | - | - | (346) |
Operating profit / (loss) | 688 | (461) | (55) | (1,286) | (1,114) |
Finance costs | (33) | (126) | - | - | (159) |
Finance income | - | - | - | - | - |
Foreign exchange gain | - | - | - | 154 | 154 |
Profit / (loss) before tax | 655 | (587) | (55) | (1,132) | (1,119) |
Taxation | - | - | - | - | - |
Profit / (loss) after tax | 655 | (587) | (55) | (1,132) | (1,119) |
Segment assets | 1,931 | 38,100 | - | 2,584 | 42,615 |
Segment liabilities | (2,794) | (3,456) | - | (3,756) | (10,006) |
Capital expenditure additions | 103 | 276 | - | - | 379 |
Other material non-cash items | |||||
Share based payments (Note 5) | - | - | - | (310) | (310) |
Unwinding of discount on decommissioning provision | (33) | (126) | - | - | (159) |
(Note 19) |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
56
2024 | 2023 | |
US$’000 | US$’000 | |
Cost of sales | ||
Operating costs | 51 | 82 |
Total cost of sales | 51 | 82 |
Administrative expenses | ||
Employee benefits | 340 | 377 |
Share based payments | 261 | 310 |
Depreciation | 2 | 3 |
Tax provision accrual / (reversal) | 53 | (986) |
Other administrative costs | 1,113 | 991 |
Total administrative expenses | 1,769 | 695 |
Employment costs charged against the Group operating loss are analysed as follows:
2024 | 2023 | |
US$’000 | US$’000 | |
Salaries and wages | 321 | 365 |
Social security costs | 45 | 41 |
Other pension costs | 2 | 3 |
Redundancy | - | 5 |
Share based payment charge | 261 | 310 |
629 | 724 | |
Employment costs capitalised (Note 11) | (28) | (37) |
Employment costs charged against the Group operating loss | 601 | 687 |
A proportion of the Group’s employment costs charged against the Group operating loss are recharged to partners in Joint
operations by the Group acting as operator, a proportion is allocated to the Group’s cost of sales with the remainder classified
under administrative expenses.
2024 | 2023 | |
Europe | 3 | 3 |
Tanzania | 2 | 2 |
5 | 5 |
Employment costs charged against the Company operating loss are analysed as follows:
2024 | 2023 | |
US$’000 | US$’000 | |
Share based payment charge | 170 | 238 |
The Company incurs no other employment costs and has no employees.
Directors’ emoluments (which are included in administrative expenses) and interests are shown in the Directors’ Remuneration
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
57
Aminex PLC operates or operated the following share option schemes:
•
Executive Share Option Scheme (“ESOS”). Under the terms of the ESOS, certain Directors and employees of Aminex PLC,
and its subsidiary companies, were entitled to subscribe for Ordinary Shares in Aminex PLC at the market value on the date
of the granting of the options. Options are granted at market price, in accordance with the ESOS rules, with reference to the
average closing price for the fourteen days prior to the grant of options. All options granted prior to 2019 under the ESOS
have now expired. Of the options granted during 2019 onwards, those issued in February and June 2019, and February 2020
vest immediately, and the options granted in November 2019 and January 2020 vest in tranches subject to the achievement
of certain market and non-market performance conditions. The options granted in 2020 will expire at a date either 5 years
or 7 years after their date of grant. The ESOS expired on 10 May 2020 and therefore no further share options will be granted
pursuant to the ESOS.
•
New Restricted Share Plan (“New RSP”). The New RSP was adopted by the Board on 1 July 2020 and approved by
shareholders of the Company at its AGM on 29 July 2020.
On 13 December 2024, the Company granted a total of 9,000,000 share options to employees. The exercise price is Stg1.106p,
with 50% vesting on 1 January 2025 and 50% vesting on 1 January 2026. The exercise period shall not exceed five years from
date of grant.
The fair value at the grant date is measured using a recognised valuation methodology for the pricing of financial instruments
i.e.the Black-Scholes method. Expected volatility is calculated using ten years of historical share data.
The following expenses have been recognised in the income statement arising on share-based payments and included within
administrative expenses:
2024 | 2023 | |
US$’000 | US$’000 | |
Share based payment charge | 261 | 310 |
Number | Average | |
of options | exercise price | |
Outstanding at 1 January 2023 | 167,611,000 | Stg1.05p |
Granted | 48,000,000 | Stg1.00p |
Cancelled | - | - |
Expired | - | - |
Outstanding at 31 December 2023 | 215,611,000 | Stg1.04p |
Granted | 9,000,000 | Stg 1.11p |
Cancelled | (8,000,000) | Stg 0.76p |
Expired | (12,000,000) | Stg 0.86p |
Outstanding at 31 December 2024 | 204,611,000 | Stg1.06p |
Exercisable at 31 December 2023 | 145,361,000 | Stg1.00p |
Exercisable at 31 December 2024 | 127,861,000 | Stg1.04p |
The fair value of options granted under the New RSP for staff in the period were calculated using the following inputs into the
Black-Scholes method.
Date of grant | 13 December 2024 |
Contractual life | 5 years |
Exercise price | Stg 1.106 pence |
Number of options granted | 9,000,000 |
Expected volatility | 84% |
Vesting conditions | Non-market |
Fair value per option | Stg 0.72 pence |
Expected dividend | - |
Risk-free rate | 5.1% |
On 31 December 2024, there were options over 127,861,000 (2023: 145,361,000) Ordinary Shares outstanding which are
exercisable at prices ranging from Stg0.60 pence to Stg1.56 pence per share and which expire at various dates up to 2029. The
weighted average remaining contractual life of the options outstanding is 2.50 years (2023: 3.66 years). The average share price
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
58
The loss before tax has been arrived at after charging the following items:
2024 | 2023 | |
US$’000 | US$’000 | |
Depreciation of other property, plant and equipment | 2 | 3 |
Auditor’s remuneration – Group audit (i) | 155 | 185 |
Auditor’s remuneration – overseas (ii) | 36 | 58 |
(i)
Audit comprises audit work performed by Baker Tilly Ireland Audit Limited and member firms on the consolidated financial
statements. In 2024, US$37,000 (2023: US$25,000) of audit fees related to the audit of the Company.
(ii)
Audit comprises audit work performed by Baker Tilly Ireland Audit Limited and member firms on the subsidiaries’ financial
2024 | 2023 | |
US$’000 | US$’000 | |
Foreign exchange gain | 55 | 154 |
55 | 154 |
2024 | 2023 | |
US$’000 | US$’000 | |
Interest expense | 1 | - |
Unwinding of discount on decommissioning provision (Note 19) | 152 | 159 |
Foreign exchange loss | - | - |
153 | 159 |
Included in finance costs is interest expense in respect of the US$0.38 million carry advance funding facility from Eclipse
2024 | 2023 | |
US$’000 | US$’000 | |
Current tax expense: | ||
Current year | - | - |
Deferred tax expense: | ||
Origination and reversal of temporary differences | - | - |
Total income tax expense for the Group | - | - |
A reconci
liation of the expected tax benefit computed by applying the standard Irish tax rate to the loss before tax to the actual
benefit is as follows:
2024 | 2023 | |
US$’000 | US$’000 | |
Loss before tax | (5,301) | (1,119) |
Irish standard tax rate | 12.5% | 12.5% |
Taxes at the Irish standard rate | (662) | (140) |
Effect of different tax rates in foreign jurisdiction | (832) | (73) |
Expenses not deductible for tax purposes | 352 | (99) |
Losses carried forward | 1,142 | 312 |
- | - |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
9 Income tax expense
Aminex PLC
annual report 2024
59
Expenses not deductible for tax purposes predominantly relate to the impairment charge taken during the year on exploration
and evaluation assets of US$1,941,583 (2023: US$346,301) and the impairment against property, plant and equipment assets
of US$1,481,099 (2023: US$102,929).
The following deferred tax assets have not been recognised in the balance sheet as it is currently considered uncertain that
the assets will be realised in the future.
2024 | 2023 | |
US$’000 | US$’000 | |
Net operating losses | 28,286 | 28,510 |
The gross amount of unused tax losses carried forward with their expiry dates is as follows:
Ireland | UK | Rest of World | Total | |
2024 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
One year | - | - | - | - |
Two years | - | - | - | - |
Three years | - | - | - | - |
Four years | - | - | - | - |
Five years | - | - | - | - |
More than five years | 14,679 | 26,916 | 78,051 | 119,646 |
Total | 14,679 | 26,916 | 78,051 | 119,646 |
Ireland | UK | Rest of World | Total | |
2023 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
One year | - | - | - | - |
Two years | - | - | - | - |
Three years | - | - | - | - |
Four years | - | - | - | - |
Five years | - | - | - | - |
More than five years | 14,302 | 28,373 | 72,993 | 115,668 |
Total | 14,302 | 28,373 | 72,993 | 115,668 |
These losses can be carried forward indefinitely but may only be offset against taxable gains or taxable profits earned from
The basic loss per Ordinary Share is calculated using a numerator of the loss for the financial year and a denominator of the
weighted average number of Ordinary Shares in issue for the financial year. The diluted loss per Ordinary Share is calculated
using a numerator of the loss for the financial year and a denominator of the weighted average number of Ordinary Shares
outstanding and adjusting for the effect of all potentially dilutive shares, including share options and share warrants, assuming
that they had been converted.
The calculations for the basic loss per share for the years ended 31 December 2024 and 2023 are as follows:
2024 | 2023 | |
Loss for the financial year (US$’000) | (5,301) | (1,119) |
Weighted average number of Ordinary Shares (’000) | 4,215,473 | 4,211,167 |
Basic and diluted loss per Ordinary Share (US cents) | (0.13) | (0.03) |
There is no difference between the basic loss per Ordinary Share and the diluted loss per Ordinary Share for the years ended
31 December 2024 and 2023 as all potential Ordinary Shares outstanding are anti-dilutive. There were 204,611,000 (2023:
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
60
Group | |
Tanzania | |
and Total | |
Cost | US$’000 |
At 1 January 2023 | 104,600 |
Additions | 239 |
Disposals | - |
Employment costs capitalised | 37 |
At 31 December 2023 | 104,876 |
Additions | 2,867 |
Disposals | - |
Employment costs capitalised | 28 |
At 31 December 2024 | 107,771 |
Provisions for impairment | |
At 1 January 2023 | 66,552 |
Increase in impairment provision | 346 |
At 31 December 2023 | 66,898 |
Increase in impairment provision | 1,941 |
At 31 December 2024 | 68,839 |
Net book value At 31 December 2024 | 38,932 |
At 31 December 2023 | 37,978 |
The Group does not hold any property, plant and equipment within exploration and evaluation assets.
The additions to exploration and evaluation assets during the period relate mainly to own costs capitalised for geological,
geophysical and administrative work, licence maintenance costs and increases in estimates to decommissioning costs, along
with training and licence fees under the respective PSAs.
The amount for exploration and evaluation assets represents active exploration projects. These will ultimately be written off to
the Income Statement as exploration costs if commercial reserves are not established but are carried forward in the Balance
Sheet whilst the determination process is not yet completed and there are no indications of impairment having regard to the
indicators in IFRS 6.
In accordance with the Group’s accounting policies each CGU is evaluated annually for impairment, with an impairment test
required when a change in facts and circumstances, in particular with regard to the remaining licence terms, likelihood of
renewal, likelihood of further expenditures and ongoing acquired data for each area, result in an indication of impairment.
Ruvuma PSA
The Ruvuma PSA comprised two exploration licences; Mtwara and Lindi.
On 22 October 2020, the Ruvuma Farm-Out was completed and the Group’s wholly owned subsidiary, Ndovu Resources
Limited, transferred a 50% interest in, and operatorship of, the Ruvuma PSA to ARA Petroleum Tanzania Limited (“APT”), a
related party of the Group. The Group now holds a 25% interest in the Ruvuma PSA with a US$35.0 million carry through to
potentially significant volumes of production.
In January 2024 a gas sales agreement was signed and the Ntorya Development Licence was granted in May 2024 over blocks
within the Mtwara area. Work on the Ntorya site has progressed during the year, with land acquired for the upstream processing
facilities and the Chikumbi-1 well location, while expanding another nearby site to accommodate the construction of a camp and
storage yard. Further work to be undertaken includes conducting a well-test on Ntorya-2 and converting it to a producing well,
drilling the Chikumbi-1 well with a view to converting it to a producing well and carrying out a well workover at Ntorya-1, before
turning it into a producing well. First gas is anticipated as soon as the pipeline carrying the gas away from the field is completed
by TPDC, which is currently expected in mid-2026.
The Farm-Out secured funding for the next phase of development for the Ruvuma PSA CGU, for which the Group will be carried
for its share up to US$35.0 million, equivalent to US$140.0 million gross field expenditure. The Carry balance as at 31 December
2024 was US$29.2 million. There is a clear development plan for the asset outlined by the operator, APT, with the support of the
JV partners. Management consider that there continues to be no impairment indicators in respect of the Mtwara Licence costs.
The Lindi Licence costs, totaling US$10.41 million, remain fully impaired.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
11 Exploration and evaluation assets
Aminex PLC
annual report 2024
61
Nyuni Area PSA
Aminex fully provided for the Nyuni Area PSA exploration asset in 2018 following confirmation from the Tanzanian authorities
that the Nyuni Licence period ended in October 2019, coupled with the communication from the Tanzania Ministry of Energy
to withhold all work on the licence, pending a review of the Nyuni Area PSA. The Company was unable to progress the work
programme and, therefore, the Directors concluded that the carrying cost of the Nyuni asset should be fully impaired. In April
2022 the Group commenced the process to hand back the licence to the Ministry. Subsequently, it was agreed with the
Tanzanian authorities that we will continue our attempts to attract industry partners to participate in the licence. The likely
outcome of these attempts however remains uncertain and consequently the Directors maintained their position of a full
impairment over the Nyuni Area PSA CGU. Expenditure during the year is capitalised and then immediately impaired to the
Income Statement as impairment against exploration and evaluation assets.
Kiliwani South
The Kiliwani South CGU, located within the Kiliwani North Development Licence acreage, was previously identified as a potential
lead. The Kiliwani South prospect was estimated by management to contain a mean 57 BCF un-risked GIIP and the prospect
was reviewed by RPS in their February 2018 CPR.
During 2021, the Group proposed no work programme and allocated no budget towards the future development of the Kiliwani
South CGU. This was due to no agreement reached with the Ministry of Energy on the work commitments over the Nyuni Area
PSA and the delay to agreeing commercial terms on the Kiliwani North Development Licence. The Group previously considered
any future drilling on the Licence would be dependent upon improved seismic resolution of the target structures that would
result from the acquisition and interpretation of a 3D seismic survey, which would only be economic if conducted over both the
KNDL and immediately adjacent areas within the Nyuni Area PSA. In line with the requirements of IFRS 6 this is an indicator
of impairment. The Directors concluded in 2021 that the carrying value of the Kiliwani South asset should be fully impaired.
Although a budget has been approved for 2025, this is for licence maintenance and support only, and the Directors conclude
that full impairment should continue in 2024. Therefore any expenditure during the year would have been capitalised and then
immediately impaired to the income statement as impairment against exploration and evaluation assets, however there was no
expenditure in 2024. Any reversal of the impairment would be dependent on an established development programme for the
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
62
Group | Producing | ||
assets - | Other | ||
Tanzania | assets | Total | |
US$’000 | US$’000 | US$’000 | |
Cost | |||
At 1 January 2023 | 8,350 | 83 | 8,433 |
Additions in the year | 103 | - | 103 |
Disposed of during the year | - | - | - |
Exchange rate adjustment | - | 5 | 5 |
At 31 December 2023 | 8,453 | 88 | 8,541 |
Additions in the year | 1,481 | - | 1,481 |
Disposed of during the year | - | (15) | (15) |
Exchange rate adjustment | - | (2) | (2) |
At 31 December 2024 | 9,934 | 71 | 10,005 |
Depreciation | |||
At 1 January 2023 | 8,350 | 76 | 8,426 |
Charge for the year | - | 3 | 3 |
Disposed of during the year | - | - | - |
Impairment | 103 | - | 103 |
Exchange rate adjustment | - | 5 | 5 |
At 31 December 2023 | 8,453 | 84 | 8,537 |
Charge for the year | - | 2 | 2 |
Disposed of during the year | - | (15) | (15) |
Impairment | 1,481 | - | 1,481 |
Exchange rate adjustment | - | (1) | (1) |
At 31 December 2024 | 9,934 | 70 | 10,004 |
Net book value | |||
At 31 December 2024 | - | 1 | 1 |
At 31 December 2023 | - | 4 | 4 |
Development property - Kiliwani North Development Licence
Following the award of the Kiliwani North Development Licence by the Tanzanian Government in April 2011, the carrying cost
relating to the development licence was reclassified as a development asset under property, plant and equipment, in line with
accounting standards and the Group’s accounting policies. Production from the Kiliwani North-1 (“KN-1”) well commenced on
4 April 2016 and depletion was calculated with reference to the remaining reserves of 1.94 BCF, which were ascribed to the
field as at 1 January 2018 in an independent reserves and resources report prepared by RPS in February 2018. The report also
identified a contingent resource of 30.8 BCF in addition to the reserves. The well has produced approximately 6.4 BCF of gas
to date. However, production from the KN-1 well in 2018 was intermittent and there has been no commercial production from
the well since March 2018.
During 2021, although the Group and TPDC reached agreement on the settlement of past outstanding gas sales and related
amounts due to the TPDC, certain rights were reserved by both parties over areas that remain unresolved related to commercial
terms over production from the area (see Note 24). Any development of the Kiliwani North Development Licence requires
prior agreement on commercial terms. During 2021, the KN-1 well remained idle, no progress was made with the TPDC on
remediation of the well as discussions continued to focus on commercial terms over the Licence, and the Group proposed no
work programme and allocated no budget over the KNDL for 2022. The Directors concluded in 2021 that these all indicated
the asset was impaired.
In accordance with IAS 36, the Group conducted an impairment test as at 31 December 2021 on a value-in-use basis. The
CGU for the purpose of impairment testing is the KN-1 well. The Company uses a financial model of the forecast discounted
cash flow to calculate the asset’s value-in-use. However, as key judgements for the 2021 impairment test concluded no
production (see Note 1), the value-in-use calculation was US$nil. Consequently, the Directors concluded that the Kiliwani North
CGU was fully impaired and an impairment of US$872,000 was recognised. These conditions and assessments continued in
2024 and therefore expenditures incurred during the year of US$1.48 million (mainly accrued decommissioning provision costs)
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
63
Exploration, evaluation, appraisal and development activities are conducted through joint arrangements governed by joint
operating agreements and production sharing agreements. A joint operation is a joint arrangement whereby the parties have
joint control to the assets, and obligations for the liabilities, relating to the arrangement. Significant joint operations of the
Group are those with the most significant contributions to the Group’s net profit or net assets. The Group’s interest in the joint
operations’ results are listed in the table below:
| Group interest | ||||
Significant joint operations | Country of operation | Principal activity | 2024 | 2023 |
Ruvuma PSA (1) | Tanzania | Exploration and evaluation | 25% | 25% |
Nyuni Area PSA (2) | Tanzania | Exploration and evaluation | 100% | 100% |
Kiliwani North Development Licence (3) | Tanzania | Development and production | 63.83% | 63.83% |
(1)
The Group’s participating interest in the Ruvuma PSA reduced to 25% following the completion of the Farm-Out in October 2020.
(2)
This contractual arrangement is controlled by the Group and does not meet the definition of joint operations. However, as it is formed by a contractual
arrangement and is not an entity, the Group recognises its share of assets and liabilities arising from this arrangement.
(3)
While the Group holds a greater than 50 per cent interest in these joint operations, all participants in these joint operations approve the operating and capital
Company | US$’000 |
At 1 January 2023 | 7,126 |
Additions / (Disposals) | 72 |
At 31 December 2023 | 7,198 |
Additions / (Disposals) | 91 |
At 31 December 2024 | 7,289 |
Provisions for impairment | |
At 1 January 2023 | 1,086 |
Increase in provision | - |
At 31 December 2023 | 1,086 |
Increase in provision | 855 |
At 31 December 2024 | 1,941 |
Net book value | |
At 31 December 2024 | 5,348 |
At 31 December 2023 | 6,112 |
The Company’s investment in subsidiaries increased from 2023 due to the share based payment charge for the period of
US$91,000 (2023: US$72,000 increase). The Company reviewed the recoverability scenarios for its investment in subsidiaries
and recognised an increase in the provision of US$0.86 million (2023: US$nil) (see Note 15 for details of recoverability scenarios).
After taking into account the provision shown above, the Directors believe the carrying value of these investments to be fully
recoverable.
Subsidiary undertakings
As at 31 December 2024 the Company had the following subsidiary undertakings, in which the Company directly or indirectly
held ordinary shares:
Principal | Proportion held | Proportion held | Country of | |
Activity | by Company | by Subsidiary | Incorporation | |
Oil and Gas Exploration, Development and Production | ||||
Aminex Petroleum Services Limited (1) | Service company | 100% | - | UK |
Amossco Holdings Limited (1) | Dormant | - | 100% | UK |
Amossco Limited (1) | Dormant | - | 100% | UK |
Amossco ODS Limited (1) | Dormant | - | 100% | UK |
Halyard Offshore Limited (1) | Dormant | - | 100% | UK |
Tanzoil N.L. (2) | Holding Company | 100% | - | Australia |
Ndovu Resources Limited (3) | Operating Company | - | 100% | Tanzania |
Osceola Hydrocarbons PLC (4) | Dormant | 100% | - | Ireland |
Osceola Oil and Gas Limited (5) | Dormant | - | 100% | UK |
Registered offices
1. 20-22 Wenlock Road, London, N1 7GU.
2. 6 Ling Court, Atwell, WA 6164, Australia.
3. 368 Msasani Road, Oysterbay 14111, 2nd Floor Mikumi House, Dar es Salaam, Tanzania.
4. Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18, D18 R9C7, Ireland.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
64
15 Amounts due from subsidiary undertakings
Company | US$’000 |
Cost | |
At 1 January 2023 | 142,576 |
Advances to subsidiary undertakings | 1,014 |
Repayments from subsidiary undertakings | - |
At 1 January 2024 | 143,590 |
Advances to subsidiary undertakings | 1,124 |
Repayments from subsidiary undertakings | - |
At 31 December 2024 | 144,714 |
Provisions for impairment | |
At 1 January 2023 | 45,267 |
Increase in provision | 2,177 |
At 1 January 2024 | 47,444 |
Decrease in provision | (6,782) |
At 31 December 2024 | 40,662 |
Net book value | |
At 31 December 2024 | 104,052 |
At 31 December 2023 | 96,146 |
2024 | 2023 | |
US$’000 | US$’000 | |
Included in non-current assets | 103,410 | 95,614 |
Included in current assets | 642 | 532 |
At 31 December | 104,052 | 96,146 |
Included in current assets are loans provided to subsidiary undertakings which are interest free and repayable on demand.
Included in non-current assets is US$103.41 million (2023: US$95.61 million) which represents loans provided to subsidiary
undertakings which are interest free and repayable on demand. The Directors do not expect to call for repayment of these loans
in the foreseeable future. The loans are expected to be repaid by future revenues generated from the Group’s assets in Tanzania.
During the year, due to progress made on the Ruvuma PSA, including the grant of the Ntorya Development Licence in May 2024,
signing of the GSA and increased clarity on the development plan, there was considered to be a reduced credit risk. Therefore,
in line with the requirements of IFRS 9, the Company calculated an expected credit loss equivalent to the lifetime expected credit
losses. The Company reviewed the recoverability scenarios of each loan to subsidiaries.
Key sources of estimation uncertainty
The following scenarios and their probabilities were considered for the recovery of the intercompany loan receivables: the
success of the development of the Ntorya Location on the Ntorya Development Licence, value of the potential reserves, project
risks and the ability to achieve certain production levels. Cashflow generation models, developed by the Company with the
assistance of external consultants, were used to support valuations, and showed increased cashflows, mainly due to the gas
price assumption and higher anticipated production.
The probability of a successful development scenario was increased from 75% to 90% this year, mainly due to the granting of the
development licence. These factors resulted in a decrease in the provision of US$6.78 million (2023: US$2.18 million impairment
increase) against these loans.
The assumptions underlying the cashflow generation models were stressed in consideration of the overall cashflow anticipated
to be generated from the successful development of the Nytora Location. If the discount rate utilised in the model increased by
2% the impact would result in a reduction of the net present value of the projected cashflows of US$27 million; further considered
was the reduction in anticipated production whereby if overall anticipated production were reduced by 20% the impact would
result in a reduction in the net present value of the projected cashflows of US$36 million. The result of these stresses still implied
an increase in the forecast generation when utilised in the cashflow generation model.
Due to the increased forecast cash generation, neither a 10% reduction in the cashflows from the successful development
scenario nor a 1% decrease (from 90% to 89%) in the probability of the successful development scenarios would cause any
change in the impairment reduction. The Company applies no discounting to the expected credit loss calculation as the effective
interest rate is considered to be 0% because the loans are interest free and payable on demand. After taking into account the
changes in the provisions shown above, the Directors believe the carrying value of these loans to be fully recoverable.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
65
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Current | ||||
Trade receivables | 59 | 60 | - | - |
Amounts due from partners in joint operations | 1,111 | 1,139 | - | - |
VAT recoverable | 24 | 49 | - | - |
Other receivables | 223 | 224 | 6 | 6 |
Prepayments | 62 | 120 | 20 | 7 |
1,479 | 1,592 | 26 | 13 | |
Expected credit loss | - | - | - | - |
1,479 | 1,592 | 26 | 13 | |
Trade receivables are interest bearing and are on terms of 30 days.
No impairment charge or credit was recognised in 2024 or 2023. In accordance with IFRS 9 the Company notes no material
| Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 1,127 | 3,041 | 648 | 1,694 |
All cash and cash equivalents represent cash held in current accounts with banks. Included in cash and cash equivalents
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Current | ||||
Trade payables | 120 | 200 | 3 | 3 |
Amounts due to partners in joint operations | 1,553 | 1,706 | - | - |
Withholding tax payable | 1,011 | 1,166 | - | - |
VAT payable and excise duty | 272 | 555 | - | - |
Capital gains tax payable | 327 | 327 | - | - |
Other payables | 1,450 | 1,399 | - | - |
Short-term borrowings | 376 | - | 376 | - |
Accruals | 3,083 | 2,832 | 48 | 35 |
8,192 | 8,185 | 427 | 38 | |
The increase in payables during the year is mainly due to short term borrowing of US$0.38 million related to short-term funding
from Eclipse Investments LLC, drawn down on 27 December 2024 (see Note 27). The funding facility interest is floating, at
a market rate and security is against the Farm-out carry. Tax provisions, included in other payables, increased by US$0.05
million. Payments were made in 2024 relating to VAT and excise duty of US$0.28 million and US$0.16 million of withholding
taxes. Amounts due to partners in joint operations, VAT payable and Other payables include amounts arising on gas sales.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
66
Group | US$’000 |
At 1 January 2023 | 1,884 |
Decrease in decommissioning provision | (222) |
Discount unwound in the year (Note 8) | 159 |
At 1 January 2024 | 1,821 |
Increase in decommissioning provision | 3,759 |
Discount unwound in the year (Note 8) | 152 |
At 31 December 2024 | 5,732 |
2024 | 2023 | |
US$’000 | US$’000 | |
Non-current | 5,732 | 1,821 |
Total decommissioning provision | 5,732 | 1,821 |
Decommissioning costs are expected to be incurred over the remaining lives of the wells, which are estimated to end
between 2032 and 2049 with any associated decommissioning arising greater than one year from December 2024. The
provision for decommissioning is reviewed annually and at 31 December 2024 and 2023 relates to wells in Tanzania. The
basis for determining the best estimate for decommissioning costs is detailed in Note 1. A third-party expert prepared a
Decommissioning Cost Report providing cost estimates as at 31 December 2024 for what they considered to be the most
likely scenario for plugging and abandoning each well to be decommissioned. Management have reviewed these higher
costs and determined that they are appropriate for use in the calculation of the 31 December 2024 decommissioning
provision. As a result, the provision increased by US$3.76 million. Significant uncertainty remains over the condition of the
wells and abandonment requirements until the programme is both agreed with the Tanzanian authorities and imminent.
Prices are inflated to future costs at a rate of 2.9% per annum (2023: 3.2%) and discounted at 6.8% per annum (2023: 8.4%),
reflecting the associated risk profile. If the discount rate were changed by 1% the value of the provisions could change
by US$615,000. A 20% increase in the cost estimates would result in a US$1.15 million increase in the decommissioning
General objectives, policies and procedures
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to executive management. The Board receives regular reports at board
meetings through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives
and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Group’s competitiveness and flexibility. Further details regarding these policies are set out below.
Group
The Group is exposed through its operations to the following financial risks:
-
Liquidity and interest rate risk
-
Commodity price risk
-
Foreign currency risk
-
Credit risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial statements.
The Group may from time to time enter into derivative transactions to minimise its exposure to interest rate fluctuations, foreign
currency exchange rates and movements in oil and gas prices. There were no derivatives held at 31 December 2024 or 31
December 2023.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in
this note.
The principal financial instruments used by the Group, from which financial instrument risk arises, comprise:
-
Trade and other receivables
-
Cash and cash equivalents
-
Trade and other payables
(continued)
20 Financial instruments and risk management
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
67
Policies for managing these risks are summarised as follows:
The Group closely monitors and manages its liquidity risk using both short and long-term cash flow projections. Cash forecasts
are regularly produced, and sensitivities run for different scenarios including, but not limited to, changes in cost schedules.
The Group finances its operations through a mixture of shareholders’ funds, loans and borrowings and working capital. Board
b) Commodity risk
The Group’s activities expose it primarily to the financial risks of changes in gas commodity prices. The Group monitors and
manages this risk where considered appropriate through the use of fixed price gas sales contracts.
The requirement for hedging instruments is kept under ongoing review. During the year, the Group did not enter into any
hedging transactions.
c) Foreign currency risk
The Group reports in US dollars, representing the currency of the primary economic environment in which the Group operates.
The Group conducts and manages its business predominantly in US dollars, the operating currency of the industry in which
it participates. The Group also routinely purchases on the spot market the currencies of the countries in which it operates,
including Euros in Ireland, Pounds Sterling in the UK and Shillings in Tanzania. From time to time certain transactions are
undertaken denominated in other currencies. The risk is managed wherever possible by holding currency in US dollars and
other internationally recognised fungible currencies, converted into less stable currencies as and when the need arises.
Credit risk to customers and to jointly operated activities arises on the outstanding receivables and outstanding cash calls due,
as well as cash and cash equivalents, deposits with banks and outstanding production payments.
The carrying value of the Group’s various financial assets, as presented within the fair value table set out on page 67, represents
Fair value
The accounting classification for each class of the Group’s financial assets and financial liabilities, together with their associated
fair values, is set out below. It does not include fair value information for financial assets and financial liabilities not measured at
fair value if the carrying amount is a reasonable approximation of fair value.
Loans and | Total | ||
receivables at | Liabilities at | carrying | |
amortised cost | amortised cost | amount | |
2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | |
Other financial assets and financial liabilities | |||
Current trade and other receivables | 1,393 | - | 1,393 |
Cash and cash equivalents | 1,127 | - | 1,127 |
Trade payables | - | (120) | (120) |
Amounts due to partners in joint operations | - | (1,553) | (1,553) |
Other payables and accruals | - | (4,909) | (4,909) |
Loans and | Total | ||
receivables at | Liabilities at | carrying | |
amortised cost | amortised cost | amount | |
2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | |
Other financial assets and financial liabilities | |||
Current trade and other receivables | 1,423 | - | 1,423 |
Cash and cash equivalents | 3,041 | - | 3,041 |
Trade payables | - | (200) | (200) |
Amounts due to partners in joint operations | - | (1,706) | (1,706) |
Other payables and accruals | - | (4,231) | (4,231) |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
20 Financial instruments and risk management
Aminex PLC
annual report 2024
68
Estimation of fair values
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1:
quoted prices (unadjusted) in active markets for identical assets;
Level 2:
other techniques for which all inputs that have a significant effect on the recorded fair value are observable either
directly or indirectly; or
Level 3:
techniques which use inputs that are not based on observable market data.
Set out below are the major methods and assumptions used in estimating the fair values of the financial assets and liabilities
set out in the table above.
Amounts due from/(to) partners in joint operations
The amounts receivable from/payable to partners in joint operations are expected to be settled within less than six months and
so the carrying value is deemed to reflect fair value.
For the receivables and payables with a remaining maturity of less than six months or demand balances, the contractual
For short-term deposits and cash and cash equivalents, all of which have a remaining maturity of less than three months, the
Risk exposures
The Group’s operations expose it to various financial risks that include credit risk, liquidity risk and market risk. The Group has a
risk management programme in place which seeks to limit the impact of these risks on the financial performance of the Group
and it is the Group’s policy to manage these risks in a non-speculative manner.
This note presents information about the Group’s exposure to each of the above risks, and the Group’s objectives, policies and
processes for measuring and managing the risk.
The Group’s exposure to credit risk is influenced by the individual characteristics of each customer. For trade receivables, credit
checks are performed on new customers and appropriate payment terms are agreed with customers. There is a concentration
of credit risk by dependence on the TPDC for revenues from gas sales. Trade receivables are monitored by review of the aged
debtor reports.
The maximum gross exposure to credit risk for trade and other receivables arising from the Group as operator at the balance
sheet date by geographic region was as follows:
2024 | 2023 | |
US$’000 | US$’000 | |
Rest of World | 62 | 63 |
Tanzania | - | - |
Total | 62 | 63 |
In 2024, trade receivables were US$0.06 million (2023: US$0.06 million).
Amounts due from partners in joint operations
The Group assesses the creditworthiness of potential parties before entering into agreements with them and continues to
monitor their creditworthiness. The aggregate of the amount due from partners in joint operations is considered to be current
and receivable with no provisions required.
Cash and short-term deposits are invested mainly through the Group’s bankers and short-term deposits are treasury
deposits of less than one month. The majority of the Group’s funds are held with Bank of Ireland which has a Long-Term
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
20 Financial instruments and risk management
Aminex PLC
annual report 2024
69
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages
liquidity risk by monitoring rolling forecasts of expected cash flows against actual cash flows. The following are the contractual
maturities of the financial liabilities including estimated interest payments and excluding the impact of netting agreements:
Carrying | Contractual | 6 | 6-12 | 1-2 | 2-5 | More than | |
amount | cashflows | months | months | years | years | 5 years | |
2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Trade payables | 120 | 120 | 120 | - | - | - | - |
Amounts due to partners in joint operations | 1,553 | 1,553 | 1,553 | - | - | - | - |
Other payables | 1,826 | 1,826 | 1,826 | - | - | - | - |
Accruals | 3,082 | 3,082 | 3,082 | - | - | - | - |
6,581 | 6,581 | 6,581 | - | - | - | - |
Carrying | Contractual | 6 | 6-12 | 1-2 | 2-5 | More than | |
amount | cashflows | months | months | years | years | 5 years | |
2023 | 2023 | 2023 | 2023 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Trade payables | 200 | 200 | 200 | - | - | - | - |
Amounts due to partners in joint operations | 1,706 | 1,706 | 1,706 | - | - | - | - |
Other payables | 1,398 | 1,398 | 1,398 | - | - | - | - |
Accruals | 2,832 | 2,832 | 2,832 | - | - | - | - |
6,136 | 6,136 | 6,136 | - | - | - | - |
Market risk is the risk of changes in the market prices and indices which will affect the Group’s income or the value of its
holdings of financial instruments. The Group has three principal types of market risk, being commodity prices, foreign currency
exchange rates and interest rates.
Commodity price risk.
The requirement for hedging instruments is kept under ongoing review. During the year, the Group did
not enter into any commodity hedging transactions.
Foreign currency risk.
The Group reports in US dollars, which is the currency of a large proportion of its trading income. The
risk is managed wherever possible by matching foreign currency income and expenditures.
Interest rate risk.
The Group’s exposure to interest rate risk arises from cash and cash equivalents.
The Group’s exposure to transactional foreign currency risk, for amounts included in trade and other receivables, cash and
cash equivalents and trade and other payables (as shown on the balance sheet), is as follows:
Sterling | Euro | US dollars | Sterling | Euro | US dollars | |
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 273 | - | 24 | 1,693 | 1 | 143 |
Trade payables | 38 | 3 | 2 | 26 | 3 | 2 |
311 | 3 | 26 | 1,719 | 4 | 145 |
Sensitivity analysis
A 15% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding financial
assets and liabilities at 31 December 2024 (2023: 15%), would have the following impact on the income statement. This analysis
assumes that all other variables, in particular interest rates, remain constant.
15% increase | 15% decrease | 15% increase | 15% decrease | |
2024 | 2024 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 45 | (45) | 276 | (276) |
Trade payables | (6) | 6 | (5) | 5 |
39 | (39) | 271 | (271) | |
Tax impact | - | - | - | - |
After tax | 39 | (39) | 271 | (271) |
for the year ended 31 December 2024
(continued)
20 Financial instruments and risk management
Notes Forming Part of the Financial Statements
Aminex PLC
annual report 2024
70
The Group finances its operations through a mixture of shareholders’ funds, loans and borrowings and working capital. Board
approval is required for all new borrowing facilities. The Group has a US dollar denominated funding facility with Eclipse
Investments LLC (“Eclipse”) (see Note 27). There are no bank borrowings or overdraft facilities at year end. The Group’s liquid
resources were held in current accounts at the year end.
The interest rate profile of the Group’s interest-bearing financial instruments at 31 December 2024 was as follows:
Fixed rate | Floating rate | Total | Fixed rate | Floating rate | Total | |
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | - | 1,127 | 1,127 | - | 3,041 | 3,041 |
Loan facility | - | (376) | (376) | - | - | - |
- | 751 | 751 | - | 3,041 | 3,041 |
Cash flow sensitivity analysis
An increase of 100 basis points or decrease of 25 basis points in interest rates at the reporting date would have had the following
effect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant.
100 bps increase | 25 bps decrease | 100 bps increase | 25 bps decrease | |
profit | profit | profit | profit | |
2024 | 2024 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 11 | (3) | 30 | (8) |
Funding facility | - | - | - | - |
Tax impact | - | - | - | - |
After tax | 11 | (3) | 30 | (8) |
The Group has a floating rate interest bearing funding facility with Eclipse outstanding at 31 December 2024 of US$0.38
million (2023: US$nil). The funds were received on 27th December 2024 and therefore sensitivity to interest rate changes in
2024 was minimal.
Company
The Company’s approach to the management of financial risk is as set out under the Group disclosures above.
The accounting classification for each class of the Company’s financial assets and financial liabilities, together with their fair
values, is as follows:
Cash, Loans and | Liabilities at | Total carrying | Fair | |
receivables | amortised cost | amount | value | |
2024 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Other financial assets and financial liabilities | ||||
Amounts due from subsidiary undertakings | 104,052 | - | 104,052 | - |
Cash and cash equivalents | 654 | - | 654 | - |
Trade and other payables | - | (379) | (379) | - |
Accruals | - | (48) | (48) | - |
Cash, Loans and | Liabilities at | Total carrying | Fair | |
receivables | amortised cost | amount | value | |
2023 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Other financial assets and financial liabilities | ||||
Amounts due from subsidiary undertakings | 96,146 | - | 96,146 | - |
Cash and cash equivalents | 1,700 | - | 1,700 | - |
Trade and other payables | - | (3) | (3) | - |
Accruals | - | (35) | (35) | - |
Estimation of fair values
Amounts due from subsidiary companies
The amounts due from subsidiary companies are technically repayable on demand and so the carrying value is deemed to reflect
fair value.
The estimation of other fair values is the same, where appropriate, as for the Group as set out above.
Risk exposures
The Company’s operations expose it to the risks as set out for the Group above.
This note presents information about the Company’s exposure to credit risk, liquidity risk and market risk, and the Company’s
objectives, policies and processes for measuring and managing risk. Unless stated, the policy and process for measuring risk
in the Company is the same as outlined for the Group above.
Credit risk
The carrying value of financial assets, net of impairment provisions, represents the Company’s maximum exposure at the balance
sheet date.
for the year ended 31 December 2024
(continued)
20 Financial instruments and risk management
Notes Forming Part of the Financial Statements
Aminex PLC
annual report 2024
71
At the balance sheet date, there was deemed to be a decrease in credit risk related to the loans due from subsidiary undertakings
as a result of progress made on the Ruvuma PSA, including the grant of the Ntorya Development Licence, signing of the GSA
and increased clarity on the development plan. The loans are expected to be recovered from future revenues generated by
the Group’s assets in Tanzania. Consequently, a lifetime expected credit loss was calculated and a decrease in the provision
of US$6.78 million was recognised against the carrying value of the loans due from subsidiary undertakings (2023: US$2.18
million impairment increase) (see Note 15). Arriving at the expected credit loss allowance involved considering different scenarios
for the recovery of the intercompany loan receivables, the possible credit losses that could arise and the probabilities of those
scenarios. The following scenarios and their probabilities were considered for the recovery of the intercompany loan receivables:
the success of the development of the Ntorya Location on the Ntorya Development Licence, value of the potential reserves,
project risks, the ability to achieve certain production levels. Cashflow generation models, developed by the Company with
the assistance of external consultants, were used to support valuations. Details of the Ruvuma PSA in relation to the Group’s
exploration and evaluation assets are discussed in Note 11.
The Directors are satisfied that no further change to impairment is considered to have occurred.
Liquidity risk
The liquidity risk for the Company is similar to that for the Group as set out above. Contractual cash flows on trade payables,
amounting to US$3,000 (2023: US$3,000), fall due within six months of the balance sheet date.
The Directors have given careful consideration to the Company’s and the Group’s ability to continue as a going concern (see
Note 1).
Market risk
The market risk for the Company is similar to that for the Group as set out above.
The Company’s exposure to transactional foreign currency risk is as follows:
2024 | 2024 | 2023 | 2023 | |
Sterling | Euro | Sterling | Euro | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Trade and other payables | 30 | 3 | 20 | 4 |
Sensitivity analysis
A 15% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding financial
assets and liabilities at 31 December 2024 (2023: 15%), would have the following impact on the Company’s income statement.
This analysis assumes that all other variables, in particular interest rates, remain constant.
15% increase | 15% decrease | 15% increase | 15% decrease | |
2024 | 2024 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 41 | (41) | 254 | (254) |
Trade payables | (5) | 5 | (4) | 4 |
36 | (36) | 250 | (250) | |
Tax impact | - | - | - | - |
After tax | 36 | (36) | 250 | (250) |
The interest rate risk of the Company is similar to that of the Group as set out above. The interest rate profile of the Company’s
interest-bearing financial instruments at 31 December 2024 was as follows:
Fixed rate | Floating rate | Total | Fixed rate | Floating rate | Total | |
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | - | 654 | 654 | - | 1,700 | 1,700 |
Funding facility | - | (376) | (376) | - | - | - |
- | 278 | 278 | - | 1,700 | 1,700 |
C
ash flow sensitivity analysis
An increase of 100 basis points or decrease of 25 basis points in interest rates at the reporting date would have had the following
effect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant.
100 bps | 25 bps | 100 bps | 25 bps | |
increase | decrease | increase | decrease | |
profit | profit | profit | profit | |
2024 | 2024 | 2023 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 7 | (2) | 17 | (4) |
Tax impact | - | - | - | - |
After tax | 7 | (2) | 17 | (4) |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
72
Authorised | Number | € | |
Ordinary Shares of €0.001 each: | 5,000,000,000 | 5,000,000 | |
Deferred shares of €0.059 each: | 1,000,000,000 | 59,000,000 | |
At 1 January and 31 December 2024 | 6,000,000,000 | 64,000,000 | |
Allotted, called up and fully paid | Number | € | US$ |
Ordinary Shares of €0.001 each: | 4,211,167,024 | 4,211,167 | 5,159,121 |
Deferred shares of €0.059 each: | 818,658,421 | 48,300,847 | 64,535,665 |
At 31 December 2023 | 5,029,825,445 | 52,512,014 | 69,694,786 |
Allotted, called up and fully paid | Number | € | US$ |
Ordinary Shares of €0.001 each: | 4,219,167,024 | 4,219,167 | 5,167,799 |
Deferred shares of €0.059 each: | 818,658,421 | 48,300,847 | 64,535,665 |
At 31 December 2024 | 5,037,825,445 | 52,520,014 | 69,703,464 |
Comprised of: | |||
Ordinary Shares of €0.001 | 4,219,167,024 | ||
Deferred shares of €0.059 | 818,658,421 | ||
5,037,825,445 |
No voting rights are attached to the deferred shares.
The share option reserve represents the fair value of share options issued to Directors and employees.
During 2024, the Company awarded 9,000,000 options to staff (2023: 48,000,000 awarded to Directors and staff). The fair
value of options granted in the period was US$82,000 (2023: US$530,000) of which US$41,000 was expensed in 2024 plus
US$220,000 for options granted in 2023 (2023: US$310,000). During the year, there was a transfer between the share option
reserve and retained deficit of US$155,000 (2023: US$nil) relating to 20,000,000 options which expired (2023: nil) with a fair
The Company Financial Statements have been prepared and approved by the Directors in accordance with EU IFRS and as
applied in accordance with the Companies Act, 2014, which permit a company that publishes its company and group financial
statements together, to take advantage of the exemption in Section 304 of the Companies Act 2014 from presenting to its
members its Company income statement and related notes that form part of the approved Company financial statements.
Of the consolidated profit after taxation, a profit of US$5.38 million (2023: US$2.58 million loss) is dealt with in the Company
In accordance with the relevant PSAs, Aminex has a commitment to contribute its share of the following outstanding work
programmes:
(a) Following the grant of the first extension to the Nyuni Area PSA, Tanzania, the terms of the licence require the acquisition of
700 kilometres of 3D seismic over the deep-water sector of the licence, and the drilling of four wells, on the continental shelf
or in the deep-water, by October 2019. The Group commenced discussions in 2022 with the Tanzanian authorities to hand
back the Nyuni Area licence which resulted in Aminex being requested to market the licence in 2023 in an attempt to find a
third-party partner willing to pursue and fund a mutually agreed re-negotiated work programme. It is acknowledged that only
part of the seismic acquisition commitment and none of the drilling commitment under the licence has been undertaken.
(b) The Ruvuma PSA, Tanzania, originally comprised two licences, one being the Mtwara Exploration Licence (“Exploration
Licence”). In May 2024, the Ministry of Energy in Tanzania granted a 25-year development licence (“Development Licence”)
over the Ntorya gas discovery area to the Ruvuma joint venture. The Development Licence divides the Exploration Licence
area into nine blocks: five blocks containing the Ntorya discovery and four blocks labelled as “adjoining blocks”. Pursuant
to the Development Licence, the Ruvuma joint venture parties are required to (a) drill the Chikumbi-1 well (carried over
as an outstanding obligation from the Exploration Licence) and (b) undertake the following work programme over the
four adjoining blocks to the discovery area: geological, geophysical and geochemical studies; drill one exploration well
within five years of the start of production under the Development Licence; spend a minimum of US$10 million. Further
discoveries in the adjoining blocks will fall under the Development Licence. If such work programme is not carried out over
the adjoining blocks within five years of commencement of production from Ntorya, such blocks shall be relinquished by
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
(continued)
24 Commitments, guarantees and contingent liabilities
Aminex PLC
annual report 2024
73
(a) Under the terms of the Addendum to the Ruvuma PSA, Ndovu Resources Limited (“NRL”), a subsidiary company of Aminex
PLC, has provided security to the TPDC for up to 15% of the profit share of the Kiliwani North Development Licence to
guarantee the amended four-well drilling commitment under the Ruvuma PSA. For each well drilled the security interest will
be reduced by 3% for the first well and 4% thereafter.
(b) The Company guarantees certain liabilities and commitments of subsidiary companies from time to time, including the
commitments of NRL under the Nyuni Area PSA. Management has assessed the possible outcomes of these liabilities and
commitments in accordance with IFRS 9 and no material losses are expected to arise.
(c) On 11 April 2018, Ndovu Resources Limited received formal notification from the TPDC of certain claims amounting to
US$5.97 million against the Kiliwani North Development Licence with regard to unpaid royalties and amounts due under
profit share arrangements. The agreed amounts claimed were offset as part of the settlement agreement signed in October
2021 between the Group and the TPDC. As part of the settlement agreement, both parties reserved certain rights including
the TPDC reserving its rights in relation to unpaid royalties and profit share arrangements. Aminex has advised the TPDC
that it does not accept the balance of the claims, which TPDC estimates to be US$4.18 million (Aminex’s net share is equal
to US$2.74 million). The Group has received legal advice in country that supports its position, and this has been provided to
the TPDC. The Directors believe these claims are without merit and do not consider it appropriate at this stage to provide
for these claims.
(d) During 2022, as part of the share placement agreement with its broker, Shard Capital Partners LLP (“Shard”), the Company
agreed to grant 5,320,666 warrants over new Ordinary Shares to Shard at an exercise price of 1.125p per Ordinary Share
(“Warrants”). It was agreed between the Company and Shard that the Warrants would not be issued until requested by
Shard. No such request has been received by the Company to date and so the Warrants have not yet been granted to
Shard.
Tanzanian Tax Assessments
On 28 February 2020, following the conclusion of the TRA audit of NRL, the Group’s Tanzanian wholly owned subsidiary, for
taxation years 2013 to 2015, the TRA issued tax assessments in respect of these taxation years. The following material matters
were raised in the assessments:
Principal | Interest | Total | ||
US$’000 | US$’000 | US$’000 | ||
Area | ||||
Withholding tax | WHT on payments made to non-residents | 242 | 182 | 424 |
for services performed outside of Tanzania | ||||
VAT | Output VAT on imported services | 191 | 156 | 347 |
Withholding tax | WHT on deemed interest | 797 | 664 | 1,461 |
1,230 | 1,002 | 2,232 |
On 3 June 2022, following the conclusion of the TRA audit of NRL for taxation years 2016 to 2018, the TRA issued tax
assessments in respect of these taxation years. The following material matters were raised in the assessments:
Principal | Interest | Total | ||
US$’000 | US$’000 | US$’000 | ||
Area | ||||
VAT | VAT on Ruvuma Farm-Out | 1,221 | 233 | 1,454 |
Pay As You Earn (PAYE) PAYE on Director’s Fees | 92 | 45 | 137 | |
1,313 | 278 | 1,591 | ||
On 28 June 2022, following the conclusion of the TRA corporate income tax audit of NRL for taxation years 2016 to 2018, the
TRA issued tax assessments in respect of these taxation years. The following matters were raised in the assessments:
Principal | Interest | Total | ||
US$’000 | US$’000 | US$’000 | ||
Area | ||||
Corporate tax | Under declaration of revenue for 2016 | 365 | 145 | 510 |
Corporate tax | Under declaration of revenue for 2017 | 1,438 | 394 | 1,832 |
Corporate tax | Under declaration of revenue for 2018 | 772 | 143 | 915 |
2,575 | 682 | 3,257 |
for the year ended 31 December 2024
(continued)
24 Commitments, guarantees and contingent liabilities
Aminex PLC
annual report 2024
74
Notes Forming Part of the Financial Statements
NRL considers all of the above claims to be without technical merit in tax law and with the assistance of an in-country tax
advisors, has submitted objections to the TRA assessments. At this stage it is unclear whether NRL will be successful in
its objections and therefore the amount or timing of potential cash outflow remains uncertain. Provision has been made for
amounts NRL has ceded or where management determine the likelihood of success through the objection or appeals process
is unlikely. There were no developments on the above claims after 2020 and 2022 respectively until January 2025 when the
TRA issued a demand notice for three of the five 2020 assessments (including VAT) and all five of the 2022 non-corporate
income tax assessments (including VAT and PAYE). NRL replied to the demand notice in January reiterating its objections and
detailing correspondence on these matters which still awaited responses from the TRA.
On 20 June 2023, following the conclusion of the TRA corporate income and other taxes audits of NRL for taxation years 2019
and 2020, the TRA issued tax assessments in respect of these taxation years. The corporate income tax assessments covered
disallowance of costs, totaling US$760,000 for the two years, with no amounts due. The following material matters were raised
in the assessments of other taxes (interest was subsequently waived in June 2024):
Principal | Interest | Total | ||
US$’000 | US$’000 | US$’000 | ||
Area | ||||
Withholding tax | WHT accrued but not paid | 1,062 | 181 | 1,243 |
Withholding tax | WHT on foreign services | 357 | 57 | 414 |
VAT | VAT accrued but not paid | 358 | - | 358 |
VAT | VAT accrued but not paid (Gas Sales Agreement) | 920 | - | 920 |
Excise Duty | ED accrued but not paid (Gas Sales Agreement) | 297 | - | 297 |
2,994 | 238 | 3,232 |
The majority of these amounts were already accrued in the accounts of NRL. Objections were filed in July 2023 to some of the
amounts but delays in receiving replies from the TRA led to the TRA rejecting these and eventually imposing an Instalment Plan
(“IP”) for monthly payments from October 2023 to October 2024 for 100% of the assessment amounts. Four payments were
made up to January 2024 (US$ 1.10 million had been paid by 31 December 2023). In June 2024, a revised IP was agreed with
monthly payments up to December 2025. In 2024, 11 payments were made under the original and revised IPs, totaling US$
0.43 million. In addition, NRL is currently formulating its response to the rejection of its filed objections. At this stage it is unclear
whether NRL will be successful in its objections and therefore the amount or timing of potential cash outflow remains uncertain.
Provision was made for interest on non-objected amounts (but reversed in 2024 when the TRA waived the amounts in June),
but no further provisions are considered necessary.
The claims detailed above total US$10.31 million, of which US$1.77 million has been paid or waived and US$2.46 million has
been accrued or provided for. Amounts accrued or provided for are included in Trade and other payables within WHT payable,
VAT payable and excise duty and Other payables. The likelihood of payment by the Group of the remaining balance of US$6.08
million is considered by management and the directors to not be probable due to considerations detailed above.
The information usually required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the
The Group contributes towards the cost of certain individual employee defined contribution pension plans. Annual contributions
are based upon a percentage of gross annual salary. Pension contributions, which are charged to the Group income statement
Movement in loans and borrowings:
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
At 1 January | - | 450 | - | 450 |
Drawdowns | 375 | - | 375 | - |
Interest accruing in period | 1 | 19 | 1 | 19 |
Loan repayments | - | (450) | - | (450) |
Interest paid | - | (19) | - | (19) |
At 31 December | 376 | - | 376 | - |
On 27 December 2024, US$375,000 was drawn down against the funding facility with Eclipse Investments LLC a significant
Notes Forming Part of the Financial Statements
for the year ended 31 December 2024
Aminex PLC
annual report 2024
75
The Company entered into the following transactions with its subsidiary companies:
2024 | 2023 | |
US$’000 | US$’000 | |
Balances at 31 December | ||
Amounts owed by subsidiary undertakings | 104,052 | 96,146 |
Details of loans advanced to subsidiary undertakings during the year are set out in Note 15.
The remuneration of the Directors, who are the key management personnel of the Group, is set out below. Information about
the remuneration of each Director is shown in the Remuneration Report on pages 31 to 32.
2024 | 2023 | |
US$’000 | US$’000 | |
Short-term benefits | 233 | 233 |
Pension contributions | - | - |
Share-based payments | 170 | 238 |
403 | 471 |
Aminex Directors’ remuneration fees for 2024 were paid to Sultan Al-Ghaithi of ARA Petroleum LLC and Warren International
Limited, a company connected with Robert Ambrose of ARA Petroleum LLC, of US$44,000 (2023: US$44,000) and US$44,000
(2023: US$15,000) respectively. ARA Petroleum LLC, through its associated company Eclipse Investments LLC, is a significant
shareholder in Aminex PLC.
During 2024, the Group entered into a related party transaction in respect of Directors’ remuneration fees of US$44,000 (2023:
US$44,000) which were paid to Upstream Solutions Limited, a company connected with Tom Mackay. There was a US$nil
balance outstanding as at 31 December 2024 (2023: US$nil).
During 2024, the Group entered into a related party transaction in respect of Directors’ remuneration fees of US$101,000 (2023:
US$101,000) which were paid to MB CES Services, a company connected with Charles Santos. There was a US$nil balance
outstanding as at 31 December 2024 (2023: US$nil).
The Group issued an invoice in June 2023 for £46,790 to ARA Petroleum Tanzania Limited, the operator of the Ruvuma PSA
and a subsidiary of ARA Petroleum LLC, which is an associate company of Eclipse Investments LLC, a significant shareholder
in Aminex PLC. The invoice is for reimbursement of costs related to the handover of the operatorship of the Ruvuma PSA and
is shown in trade receivables as at 31 December 2024.
During 2024, Tom Mackay a Company Director exercised 5,000,000 options that were due to expire on 19 June 2024, with an
exercise price of Stg0.86 pence under the Aminex PLC Executive Share Option Scheme.
In April 2024, the Company signed a US$3.00 million funding facility with Eclipse Investments LLC, a significant shareholder of
Aminex PLC
annual report 2024
76
Registrars
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
City West Business Campus, Dublin 24
Telephone number for Irish shareholders:
01 247 5697
Telephone number for UK shareholders:
00353 1 247 5697
Telephone number for other shareholders:
00353 1 216 3100
Fax:
00353 1 216 3150
e-mail:
web.queries@computershare.ie
Telephone sharedealing
Computershare provides a telephone sharedealing
service for Irish and UK registered shareholders.
For more information please call:
Telephone number for Irish shareholders:
01 447 5435
Telephone number for UK shareholders:
0870 702 0107
Auditors
Baker Tilly Ireland Audit Limited
Dublin
Bankers
Bank of Ireland
Dublin
Solicitors
Pinsent Masons
Dublin
Advisers
Davy Stockbrokers Limited
Dublin
Shard Capital Partners LLP
London
Registrars and Advisers
Glossary of terms used
BCF:
Billions of cubic feet of natural gas
CGU:
Cash Generating Unit
Contingent Resources:
Discovered sub-commercial resources
CPR:
Competent Persons Report
E&E:
Exploration and Evaluation
ECL:
Expected Credit Loss
FDP:
Field Development Plan
FFD:
Full Field Development
G&A:
General and Administrative Cost
GIIP:
Gas initially in place
KNDL:
Kiliwani North Development License
MCF:
Thousands of cubic feet of natural gas
MMcfd:
Millions of standard cubic feet per day of natural gas
Pmean:
The average (mean) probability of occurrence
Prospective Resource:
Undiscovered resources mapped with seismic
PSA:
Production Sharing Agreement
TCF:
Trillions of cubic feet of natural gas
Senior Personnel
Brian Cassidy
General Counsel and Company Secretary
(Consultant)
Brian Cassidy is a Solicitor qualified in England and Scotland. He has
over 25 years’ experience in the oil and gas industry, during which
time he was based in the UK, Azerbaijan, Singapore, Hong Kong,
China and South Korea. Before moving in-house, he held senior roles
with Ledingham Chalmers LLP, McGrigors LLP and Clifford Chance
LLP. Prior to joining Aminex PLC, he was Head of Legal and Company
Secretary at Bowleven plc.
Nigel Penney
Chief Financial Officer
Nigel Penney joined Aminex in December 2022. He is a Chartered
Accountant and has worked in the oil and gas and oilfield services
industries for more than 30 years, initially with Mobil. His experience
ranges from start-ups to major international companies and has
covered finance and accounting activities in many locations, including
the UK, US, Nigeria and Gabon. Prior to Aminex, he was a consultant,
before which he was Chief Financial Officer of Silverwell Technology
Limited, an oilfield services company.
Principal operating companies
Registered Office:
Aminex PLC
Corrig Road
Sandyford Business Park
Dublin 18
D18 R9C7
Group Support and Services:
Aminex Petroleum Services Limited
20-22 Wenlock Road
London
N1 7GU
UK
Tanzanian Operations:
Ndovu Resources Limited
PO Box 105589,
368 Msasani Road,
Oysterbay 14111,
2nd Floor Mikumi House,
Dar es Salaam
Tanzania