Annual Report & Accounts 2025
Aminex PLC
annual report 2025
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
Charles Santos and Brian Cassidy of Aminex, with representatives from PURA, TPDC and the Ministry of Energy
Aminex PLC
annual report 2025
2
Dear Shareholder,
In 2025, Aminex moved decisively from preparation
to
execution
on
Ntorya
-
the
most
significant
step
in
the Company’s history.
After many years of technical
preparation, regulatory engagement, financial restructuring,
and partnership building, Ntorya is now under construction.
The pipeline is being built, with pipe already on the ground.
Aminex is fully financed through to first gas on the project
and is positioned to transition from a development-stage
company into a revenue-generating gas producer with long-
term cash flow potential. This inflection – from preparation
to delivery – fundamentally changes the profile, outlook and
value proposition of the Company.
From Planning to Construction
The most significant milestone during the year was the formal
entry of the Ntorya–Madimba pipeline into its construction
phase. The award of the Engineering, Procurement and
Construction contract marked the moment when planning
converted into a physical path to monetisation. Procurement
commenced immediately, long-lead items were secured, and
pipe has now been delivered and significant construction
is
underway.
Civil
works
and
route
preparation
began
on schedule, with contractor mobilisation progressing
steadily. According to the Tanzania Petroleum Development
Corporation (“TPDC”), completion and commissioning of the
pipeline remain targeted for no later than September 2026.
The importance of this infrastructure cannot be overstated.
The
35km,
14-inch
pipeline
will
connect
Ntorya
to
the
Madimba Gas Processing Plant and onwards into Tanzania’s
national gas transmission system. It represents the final critical
link required to begin the monetisation of Ntorya’s substantial
gas resources.
Once the pipeline is commissioned, the Ntorya-2 well is
expected to be brought into production, enabling first gas
sales shortly thereafter. For Aminex, this will represent the first
sustained revenue generation from Ntorya and the fulfilment
of a long-held strategic objective. It is the turning point from
development to commercialisation.
In parallel with pipeline construction, operational preparations
across the field have advanced materially. The contracting
process for drilling the Chikumbi-1 well and undertaking the
workover of Ntorya-1 is imminent, with tenders evaluated and
necessary materials already in country. Civil works at well
pads and associated infrastructure have commenced. These
activities are designed to ensure that Ntorya-2, Ntorya-1 and
Chikumbi-1 are capable of delivering initial production of
approximately 60 MMcfd in the first phase of development.
Each of these milestones brings us closer to first gas – and
to revenue.
A National Strategic Project
Ntorya is not merely an operational development; it is a project
of national strategic importance.
The field benefits from a 25-year Development Licence and a
Gas Sales Agreement is already in place. It is potentially the
largest onshore gas development in Tanzania and is central
to the Government’s domestic gas strategy. Throughout
the year, the consistent support and engagement of the
Government of Tanzania, the Ministry of Energy, the TPDC
and the Petroleum Upstream Regulatory Authority (“PURA”)
have been instrumental in advancing the project.
The alignment between the authorities, the operator ARA
Petroleum Tanzania, and Aminex has enabled steady
progress
across
regulatory
approvals,
work
programme
endorsement and infrastructure development. The Tanzanian
Government has been clear in its desire to expedite domestic
gas production, recognising its importance for economic
growth, industrial expansion and improved living standards.
Ntorya is central both to Tanzania’s growth trajectory and to
Aminex’s future value creation.
Tanzania’s Energy Landscape
The scale of the Ntorya opportunity must be understood
within the context of Tanzania’s broader economic and
demographic trajectory.
Tanzania’s population is expected to double by 2050 to
approximately 140 million. Electricity demand is forecast to
grow robustly, with estimates of annual growth in the order of
10–15%. The industrial sector, including fertiliser production
and manufacturing, remains constrained by a lack of affordable
and reliable energy. Domestic gas supply is therefore critical.
Tanzania is investing heavily in infrastructure to unlock its
energy potential. The expansion of processing capacity,
pipeline networks and power generation facilities reflects a
country intent on industrialisation. Gas is central to this strategy
— as a cleaner-burning fuel capable of supporting power
generation, industrial growth and agricultural development.
Ntorya is positioned to deliver reliable, domestic gas at
scale. It is not only a commercial asset; it is an enabler of
economic development.
A Phased Development with Long-Term Scale
Whilst the immediate focus is on the timely execution of the initial
phase, the long-term vision for Ntorya is considerably larger.
During the year, the operator submitted an updated Field
Development Plan incorporating the extensive results of
the 3D seismic campaign — the largest onshore seismic
acquisition
programme
undertaken
in
East
Africa.
The
enhanced subsurface understanding has allowed a more
granular mapping of the hydrocarbon pore volume and
supports a phased approach to development.
The development is envisaged in four stages:
•
Initial Phase: Production from Ntorya-2, Ntorya-1 and
Chikumbi-1 of up to 60 MMcfd.
•
First Phase: Drilling of three additional wells to increase
production to 140 MMcfd — the full capacity of the Ntorya–
Madimba pipeline.
•
Second Phase: Further development drilling to increase
production up to 280 MMcfd.
•
Third Phase: In-field compression combined with additional
wells to maintain a plateau of 280 MMcfd.
At plateau, Ntorya has the potential to deliver 280 MMcfd
for 20 years or more. This multi-decade production profile
positions the project not as a short-term opportunity but as a
long-term cash flow engine capable of supporting sustained
corporate growth.
The phased approach also enables production to scale
alongside
demand
growth,
both
domestically
and
potentially regionally.
Executive Chairman’s Statement
Aminex PLC
annual report 2025
3
Near-Term Milestones and Value Progression
The path to revenue is now clearly defined.
Key milestones over the coming 12 months include:
•
completion and commissioning of the
Ntorya–Madimba pipeline;
•
testing and hook-up of Ntorya-2;
•
drilling and completion of Chikumbi-1;
•
workover of Ntorya-1; and
•
commencement of gas production and revenue flow.
Each of these steps progressively de-risks the project and
advances Aminex toward cash flow generation. The transition
from construction to commissioning to production represents
a sequence of operational achievements that collectively
underpin and grow shareholder value.
Financial Discipline and Corporate Positioning
The progress achieved during 2025 has been underpinned by
disciplined financial management.
The 2020 Ruvuma PSA Farm-Out continues to provide
a carry of up to US$35 million net to Aminex in respect of
development expenditure. This carry has been fundamental
in enabling the Company to advance Ntorya without placing
undue strain on shareholders.
In October 2025, the Board strengthened the balance sheet
further through a placing that raised nearly US$4 million
before expenses. Concurrently, outstanding borrowings were
converted into equity, leaving the Company debt free. Aminex
is therefore fully funded through to anticipated revenues from
first gas.
Operating costs have been maintained at lean levels, although
some costs did increase in 2025, as described in the Finance
Review on page 4. Since 2020, management has significantly
reduced general and administrative expenses while preserving
core capabilities. The Company is structured to be efficient,
disciplined and focused on value creation.
Aminex is today:
•
carried through to first gas and beyond;
•
debt free;
•
supported by a strong cornerstone investor;
•
partnered with a technically capable and well-capitalised
operator; and
•
aligned with a supportive and business-friendly
government.
This
repositioning
has
materially
de-risked
the
Company
compared to prior years. As with any major infrastructure
Executive Chairman’s Statement
continued
TPDC Managing Director, Mussa M. Makame and Minister for Energy, Hon.
Deogratius J. Ndejembi, at the inauguration of the Ntorya to Madimba pipeline
project, execution and schedule risks remain. We are managing
these through our experienced operator, robust alignment with
the Tanzanian authorities and the strong contractual framework
underpinning the development. We will keep shareholders
updated as we deliver against each milestone.
2026: Execution and Delivery
2026 will be a pivotal year — a year in which plans and
aspirations become operational realities.
With pipeline construction underway, materials on site
and
contractors
mobilised,
execution
risk
is
significantly
diminishing. The approved work programme encompasses
infrastructure completion, upstream facility installation, drilling
operations and commissioning activities. Delivery is now the
central focus.
The narrative of Aminex is changing. It is no longer about
survival or restructuring. It is about execution, production
and growth.
Beyond First Gas
The transition from developer to producer is not merely
operational; it is strategic.
A producing asset provides financial resilience, enhanced
credibility in capital markets and greater strategic flexibility.
It enables long-term planning based on internally generated
cash flow rather than external funding cycles.
Beyond first gas, Aminex will evaluate options for further value
creation, including accelerated development phases, balance
sheet strengthening and potential selective reinvestment within
Tanzania. The Company retains additional licence interests
which will be reassessed once Ntorya revenues are established.
However, our immediate priority remains disciplined delivery of
the initial phase of the Ruvuma development.
A New Chapter
It is worth reflecting on the journey that has brought us here.
Over the past decade, Aminex has navigated commodity
price volatility, funding challenges, regulatory complexity and
operational delays. The progress achieved in 2025 is the result
of persistence, strategic planning, strong partnership and
disciplined financial management.
We have turned the corner.
The foundations have been laid. Infrastructure is under
construction. Financial stability has been secured. The
pathway to production is clear. The opportunity ahead is
substantial and long-term.
I would like to extend my sincere thanks to our shareholders
for their continued confidence, to our partner ARA Petroleum
Tanzania for its professional execution of the development
programme, and to the Government of Tanzania and its
agencies for their commitment to advancing this nationally
important project. I also thank the employees and advisers
of Aminex whose dedication and resilience have underpinned
the progress achieved this year.
I look forward to reporting to you next year as Ntorya moves
into production and Aminex completes its transition to a
producing gas company.
Yours sincerely,
Charles Santos
Executive Chairman
Aminex PLC
annual report 2025
4
Financial highlights
Financial highlights for 2025 include:
•
Share placing raised US$3.94 million before costs
•
Eclipse loan of US$1.60 million converted to equity
•
Payment of US$0.26 million of accrued taxes
•
US$28.42 million remaining of the Ruvuma PSA Farm-Out
agreement carry
•
Base running costs increased by 15%
The share placing in October 2025 (see Note 22) raised
US$3.94 million of cash and enabled conversion into equity
of the US$1.60 million loan from Eclipse Investments LLC
(“Eclipse”, a related party of the Group), leaving the Company
free of loans.
Payments of US$0.26 million were made during the year
for accrued taxes, under a payment plan agreed with the
Tanzania Revenue Authority (“TRA”) (see Note 25).
The Group had US$28.42 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$113.68 million
of gross expenditures), which is expected to be sufficient to
reach commercial production.
Base running costs, which excludes non-cash items and one-
off costs, increased by 15% compared to 2024 due to adverse
exchange rate movements and higher costs in several areas.
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$0.05 million
(2024: US$0.04 million) and was derived from oilfield services,
comprising the provision of technical and administrative
services to joint operations. Cost of sales was US$0.06 million
(2024: US$0.05 million). Consequently, there was a gross loss
for the year of US$0.01 million (2024: US$0.01 million).
Administrative expenses
Group administrative expenses, net of costs capitalised against
projects, were US$1.85 million (2024: US$1.77 million). The
main elements of this were US$0.48 million (2024: US$0.44
million) for consulting costs, US$0.43 million (2024: US$0.34
million) for employment costs and US$0.33 million (2024:
US$0.24 million) for directors’ fees.
The increase in employment costs was due to weakening
of the US dollar against sterling and some staff moving from
part-time to full-time.
The increase in directors’ fees was
mainly due to payment of bonuses to some directors. Other
movements included US$0.06 million (2024: US$ nil) of share
issue costs expensed, the overall effect of the exchange rate
movement, and a US$0.22 million decrease in the share-
based payments charge.
Base running costs for the Group were US$1.83 million for
the year (US$1.66 million net of recharges), compared with
US$1.59 million for 2024 (US$1.46 million net of recharges),
an increase of 15%. The main elements of this increase are as
described in the paragraph above, but excluding the share-
based payments charge).
No share options were granted in the year (2024: 9 million).
The share-based payment charge for the year was US$0.04
million (2024: US$0.26 million) relating to options granted in
prior years.
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$0.57 million for current year costs (2024:
US$1.48 million) (see Note 12).
Of this, US$0.28 million, was
for 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$0.46 million was recognised
in the year for current year costs (2024: US$1.94 million),
US$0.07 million due to higher accrued decommissioning
provision costs and the remainder being own costs for
administrative work and accrued 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$2.89 million (2024: US$5.20 million).
The Group recognised
a total loss of US$1.56 million on the
fair value of warrants, at the time of issue in October and the
subsequent movement at 31 December. The warrants have
been classified as a derivative financial liability, with the fair
value calculated using the Black-Scholes valuation method
(see Note 20).
Finance costs for the year were US$0.54 million (2024: US$0.15
million), comprised mainly of US$0.38 million for unwinding
of one year’s discount on the decommissioning liability and
US$0.10 million of accrued interest on the Eclipse loan.
The Group recognised no taxation charge for the year. The
Group’s loss before and after taxation for the year therefore
amounted to US$4.98 million (2024: US$5.30 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$39.06 million as at
31 December 2025 (2024: US$38.93 million). The increase
in the Mtwara Licence carrying value of US$0.13 million was
primarily due to the increase in the accrued present value of
decommissioning provision costs. In accordance with the
Finance Review
Calculation of base running costs
2025
2024
US$’000
US$’000
Administrative expense (Income Statement)
1,850
1,769
less non-cash item: movement in provisions
(128)
(313)
Less one-off item: share issue costs expensed
(58)
-
Add back recharges to joint operations
162
132
Base running costs
1,826
1,588
Aminex PLC
annual report 2025
5
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, 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 2025 on the latter.
Property, plant and equipment
Additions of US$0.57 million for the KN-1 well producing
asset, which included US$0.28 million for 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$4.86 million (2024: US$2.61
million) including trade and other receivables of US$1.45
million (2024: US$1.48 million). The largest element of this is
US$1.03 million (2024: US$1.11 million) of amounts due from
partners in joint operations. Cash and cash equivalents as
at 31 December 2025 were US$3.41 million (2024: US$1.13
million), which includes US$0.62 million of cash held on behalf
of partners in joint operations.
Current liabilities
Total current liabilities were US$7.72 million at 31 December
2025 (2024: US$8.19 million).
Movements within individual categories included decreases
of US$0.38 million (to US$nil) in short term loans during the
year due to the conversion of
the Eclipse funding facility to
equity as part of the October share placement, US$0.25
million in amounts due to partners in joint operations and
US$0.23 million in withholding taxes payable due to payments
made during the year and an increase in accruals of US$0.29
million, mainly for licence and training fees.
Other payables increased by US$0.10 million due to a net
increase in tax provisions, for potential interest chargeable
on taxes provided. The balance includes US$0.62 million
(2024: US$0.87 million) payable to the Kiliwani North joint
operation partners for their profit shares over Kiliwani North
past gas sales.
As disclosed in Note 25, 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 consists of the US$6.57 million
decommissioning provision and a US$1.56 million derivative
financial liability.
The decommissioning provision increased by US$0.84 million
to US$6.57 million at 31 December 2025 (2024: US$5.73
million) (see Note 19). Inflation increases to estimated costs
contributed US$0.45 million to the increase in the provision,
with US$0.39 million (2024: US$0.15 million) due to unwinding
of one year of discount of the decommissioning liability.
The derivative financial liability represents the fair value of
the warrants issued to all participants in the October 2025
share placement (see Note 20).
Equity
Total equity has increased by US$0.47 million between 31
December 2024 and 31 December 2025 to US$28.08 million
(31 December 2024: US$27.61 million). The main elements of
this movement are an increase of US$5.35 million in share
capital due to the October share placement, offset by an
increase in retained deficit of US$4.98 million from the loss
for the year.
Cash Flows
Net cash outflows for the year due to operating activities was
US$2.13 million (2024: US$2.16 million). The majority of this
was comprised of administrative expenses and payments of
taxes.
Net cash outflows from investing activities amounted to
US$0.35 million (2024: 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$4.82 million cash inflow from financing
activities during the year (2024: US$0.45). This comprised
US$1.13 million drawn down from the Eclipse funding facility
(later converted to equity) and US$3.69 million, net of costs,
from the October share placement.
Net cash and cash equivalents for the year ended 31
December 2025 increased by US$2.29 million compared
with a decrease of US$1.91 million for the comparative
period. The balance of net cash and cash equivalents at 31
December 2025 was US$3.41 million (31 December 2024:
US$1.13 million).
Nigel Penney
Chief Financial Officer
Finance Review
continued
Operations Review
Aminex’s Tanzania Asset Portfolio
Aminex PLC
annual report 2025
6
Aminex PLC
annual report 2025
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 km2 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.
A Gas Sales Agreement was signed in 2024 and a 25-year
(with provision for further extension) Development Licence,
for the Ntorya Gas Field, was granted in the same year. In
January 2025, APT submitted an updated field development
plan (“FDP”) for the Ntorya Gas Field to reflect the results of
the 3D seismic interpretation.
Under the updated FDP, gas rates of up to 60 MMcfd will be
initially targeted through production from the NT-1, NT-2 and
the planned Chikumbi-1 (“CH-1”) wells. NT-2 is expected to
be available for production in late 3Q 2026 upon completion
and commissioning of the Ntorya to Madimba gas pipeline.
NT-1 requires a rig intervention workover, prior to being
brought onstream and CH-1 is anticipated to be drilled in 2H
2026, prior to a 2027 hook up to the production facilities. 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.
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 late 2024.
In July 2025, TPDC announced that the contract had been
awarded to China Petroleum Pipeline and China Petroleum
Technology & Development Corporation. In January 2026, we
Operations Review
continued
Aminex PLC
annual report 2025
8
announced that the pipe for the construction of the gas line
had arrived infield and the pipeline was formally inaugurated in
a ceremony in late February 2026. Construction is expected
to take around 4 months. The route has been cleared, and all
associated civil works have been completed.
APT issued a tender for the supply of a drilling rig and
associated rig services, for the drilling of CH-1 and workover
of NT-1, in late 2025; whilst final negotiations continue with the
shortlisted contractors, it is anticipated that contracts will be
awarded in 2Q 2026.
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
Line pipe at Ntorya to Madimba pipeline route
Topographical survey along Ntorya flowline corridors using drone technology
Aminex PLC
annual report 2025
9
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 & 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 & 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 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 by the
Tanzanian authorities. Positive discussions have continued
throughout 2025 whilst it is recognised that any future
programme is contingent on the receipt of gas revenues from
Ntorya and the introduction of a partner. The Nyuni Area PSA
asset has been fully impaired in the financial statements (see
Note 11).
During 2025, positive discussions continued 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, it is agreed
that any future investment is dependent upon the generation
of gas revenues from Ntorya and a partner to share the costs
of new 2D or, more likely, 3D seismic acquisition. The Kiliwani
North Development Licence asset has been fully impaired in
the financial statements (see Note 12).
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.
Significant
discoveries
have
been
made
in
several
accumulations within adjacent blocks with reported volumes
Operations Review
continued
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.
In July 2024 the Financial Conduct Authority (“FCA”)
incorporated TCFD into the UK Listing rules (UKLR 22.2.24R).
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.
The Company has prepared this disclosure in alignment 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 accordance with the FCA Listing Rules, the Group has
assessed the extent to which its disclosures are consistent
with the TCFD recommendations and has adopted a
“comply or explain” approach where certain disclosures are
not yet appropriate given the Company’s current stage of
development.
Based on this assessment, Aminex considers that:
1. This report is consistent with the TCFD recommendations
relating to Governance (a) and (b), Risk Management (a),
(b) and (c), and Strategy (a), (b) and (c). These disclosures
reflect
the
Company’s
current
focus
on
establishing
clear governance oversight, embedding climate-related
considerations
within
the
Group’s
risk
management
framework,
and
assessing
the
potential
strategic
implications
of
climate-related
risks
and
opportunities
through scenario analysis.
2. The Group has not fully complied with the Metrics and
Targets recommendations (a), (b) and (c) at this stage.
This reflects the Group’s current non-operational status
and early stage of development, including the absence
of production activities and the limited availability of
operational emissions data. As a result, the Company is not
yet able to disclose meaningful greenhouse gas emissions
or define suitable climate-related targets.
Aminex’s strategy is to be a responsible producer of
natural gas in Tanzania, supporting the country’s transition
away from more carbon-intensive fuels such as charcoal
towards cleaner energy sources. Tanzania’s National
Climate Change Response Strategy targets an increase
in natural gas use from 890 MW in 2019 to 6,700 MW by
2044, reflecting the role natural gas is expected to play in
the country’s energy transition.
While recognising the broader climate impacts associated
with the oil and gas sector, the Group believes it can play a
constructive role in supporting Tanzania’s energy transition.
During 2024 and 2025 the Group undertook a detailed
climate-related
risk
and
opportunity
assessment
and
scenario analysis to strengthen its understanding of climate-
related risks and opportunities.
As the Company progresses towards operational status
and revenue generation during 2026, the Board intends to
continue developing the Group’s climate strategy, including
laying the foundations for emissions accounting and a future
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 Board receives updates from
the MRC and ARC on climate-related risks and opportunities
and considers whether the Company’s response plans and
mitigation measures remain appropriate. Climate-related
risks
and
opportunities
identified
through
the
Group’s
risk
management
processes
are
considered
alongside
other enterprise risks when the Board reviews strategy,
development
plans
and
capital
allocation
decisions,
consistent with the Board’s responsibilities for approving
strategy, budgets and major investments as outlined in the
Corporate Governance section of this report. 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 managing and monitoring of the climate-
Environmental, Social and Governance Responsibilities
Aminex PLC
annual report 2025
10
Environmental, Social and Governance Responsibilities
continued
related risks and opportunities, including engagement with,
and oversight of, operating and Joint Venture partners. 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 ARC and Board. The Board has set a target that
these risks and opportunities are reviewed at least annually
by the Management Risk Committee (“MRC”) and findings
are reported to the Board.
The MRC undertakes a detailed annual review of climate-
related risks and opportunities, including the associated
mitigation plans and relevant risk and opportunity indicators
used to monitor climate-related developments. The MRC also
considers whether the climate scenario analysis undertaken
remains appropriate for the Group’s operational profile. The
findings of this review are reported to the Board. The MRC
considers climate, alongside all ESG issues, when reviewing
and guiding the Group’s strategy, major plans and actions,
and risk management policies, as well as when overseeing
expenditures, acquisitions and divestments.
The MRC meets at least two times a year and reports to
the Board at least twice a year, including on climate-related
risks and opportunities as a standing agenda item as part
of Aminex’s internal control framework around Group risk
management. 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 and 2025 the MRC engaged an ESG consulting
firm for support with its TCFD analysis and reporting.
Please also see
u
Corporate Governance from page 20 which provides more
details on the Board and Audit and Risk Committee role
and responsibilities, including internal control processes
around Group (including climate-related) risk management,
as well as 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 transition
to a lower-carbon economy. The Group therefore maintains a
suitable risk management framework.
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 include 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 evaluated
using 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). Climate-related risks and opportunities
are assessed and prioritised using the same enterprise risk
management methodology as all other principal risks and
are therefore considered on an equivalent basis within the
Group’s risk register. 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
Aminex has 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
there is a significant change to the business, or risk profile, for
example when the business becomes operational.
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 and the
Aminex PLC
annual report 2025
11
Environmental, Social and Governance Responsibilities
continued
Aminex PLC
annual report 2025
12
Board at least twice a year, as detailed in the Governance
section of this report.
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.
The initial holistic view of potential risks and opportunities
across all TCFD defined categories identified four physical
risks, five transition risks and two opportunities.
•
Physical risks
are risks arising from the physical impacts
of climate change. These can be acute, such as extreme
weather
events
(e.g.,
floods,
storms,
heatwaves),
or
chronic, such as longer-term shifts in climate patterns
(e.g., rising temperatures, changing precipitation patterns
or sea-level rise), which may affect operations, assets,
supply chains and infrastructure.
•
Transition risks
are risks associated with the transition
to a low-carbon economy, including changes in policy and
regulation, technology, market dynamics and stakeholder
expectations. These changes may affect demand for
products, operating costs, access to capital, asset values
and business strategy.
•
Climate-related opportunities
are potential benefits
arising from the transition to a lower-carbon and more
climate-resilient economy, including opportunities related
to resource efficiency, new products or services, energy
sources, markets, and improved resilience of operations
or assets.
Analysis against two contrasting future-state scenarios
was undertaken on all 11 identified risks and opportunities
to evaluate each item over three-time horizons, to provide
a comprehensive view of potential financial impacts, notably
revenue, operating cost and asset value, in alignment with
the Group’s risk management framework as described in the
Risk Management section above.
The following three timeframes, with supporting rationale,
were
used,
reflecting
the
Group’s
current
development
stage, licence duration and the planning horizons used in the
Group’s strategic and financial planning processes:
•
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
•
Physical threats will be at their peak
as a number of climate tipping points
are likely to have been crossed
Scenario
•
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 (i.e. $2-
5m) or High ($5m+) severity impact in at least one scenario,
during one timeframe. These potentially most impactful 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 impact analysis, i.e. under which scenario and
timeframes is the potential financial severity of the risk
considered Significant or High impact ranking, as per the
key in Risk Management section
•
Aminex’s response plan including approach to mitigation,
transfer, control and acceptance.
Environmental, Social and Governance Responsibilities
continued
Aminex PLC
annual report 2025
13
Physical Climate Risks
Theme & Description
Financial Impact description
Scenario impact
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 impact
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 impact
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 a potentially significant opportunity for Aminex to support Tanzania’s energy transition under both tested
scenarios. While both physical and transition risks were identified, none are assessed as Significant in the short term, and the Group considers
that the mitigation measures identified provide an appropriate response to the potential risks identified over the medium and long term.
Overall, the analysis indicates that the Group’s strategy remains resilient under the scenarios assessed.
Environmental, Social and Governance Responsibilities
continued
Aminex PLC
annual report 2025
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 the last few years, focusing on understanding
and increasing the Group’s robustness to both physical
climate and transition to a low-carbon economy, it is not yet
in a position to disclose meaningful 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 is the priority for now.
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 and operational 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 expe
ctations 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.
Aminex 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 gro
ups 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, (64) (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 2021. Charles is also
currently the CEO and Chairman of UIG Energy Inc, which
develops energy projects in Central and Southeast Asia.
Tom Mackay, (69) (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 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, (50) (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, (66) (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. Robert
previously served on the Aminex board between September
2019 until January 2021 as a non- executive director and then
as interim CEO, before being reappointed to the Board in
September 2023.
A Member of Audit and Risk Committee
N Member of Nominations Committee
R Member of Remuneration Committee
Board of Directors
Aminex PLC
annual report 2025
15
Aminex PLC
annual report 2025
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 2025.
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$4.98 million which
compares with a loss after tax of US$5.30 million for 2024. No
dividends were paid during the year (2024: US$nil).
Share capital
At 31 December 2025, 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 4,468,501,044 and 818,658,421 respectively
(2024: 4,219,167,024 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 (2024: €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
(2024: 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, Tom Mackay
retires from the Board and being eligible offers himself for re-
election.
With the exception of the transactions stated in Note 28 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 2025 had no beneficial interests in any of the
shares of the Company and Group companies other than
Ordinary Shares in Aminex PLC as follows:
Director
Number of Ordinary Shares
27 April
31 December
31 December
2026
2025
2024
Tom Mackay
2,654,988
2,654,988
2,654,988
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.
Directors’ Report
Kiliwani North-1 well site on Songo Songo Island
Aminex PLC
annual report 2025
17
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
ARA Offshore Investment
Company Limited
1,225,598,100
27.42
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 2025
and outlook for 2026 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 November 2023
(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
On 5 March 2026, Eclipse Investments LLC, a significant
shareholder in Aminex PLC, transferred its shareholding in
the Company to ARA Offshore Investment Company Limited
(“ARA Offshore”), pursuant to an intragroup reorganisation
of The Zubair Corporation.
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.
On behalf of the Board
Charles Santos
Director
27 April 2026
Directors’ Report
continued
Aminex PLC
annual report 2025
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
Additional Information for Shareholders
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.
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.
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
Site clearing commences on Ntorya to Madimba pipeline route
Aminex PLC
annual report 2025
19
Additional Information for Shareholders
continued
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.
Topographical survey along Ntorya flowline corridors
Aminex PLC
annual report 2025
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,
having regard to the interests of other stakeholders. 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
2025, Tom Mackay, the Company’s Senior Independent
Director held options over the Ordinary Shares of the
Company. 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 2021, 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 then
largest shareholder, Eclipse Investments LLC (“Eclipse”).
ARA Offshore, now the Company’s largest shareholder,
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. Tom Mackay 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 purpose, strategy and business model
which promote long-term value for shareholders
The purpose and strategy are 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 purpose is to responsibly explore for, appraise,
develop and produce oil and gas to deliver long term value
to shareholders and positive outcomes for its stakeholders.
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
the Tanzanian authorities and the local communities in which
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 2025.
Board (Main)
Audit and Risk Committee
Remuneration Committee
Number of meetings
4
3
1
Meetings attended
Meetings attended
Meetings attended
Sultan Al-Ghaithi
3
n/a
n/a
Robert Ambrose
4
3
1
Tom Mackay
4
3
1
Charles Santos
4
n/a
n/a
Key: n/a
Not applicable (where a Director was not a member of the Committee)
During 2025, 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 2025
21
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.
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.
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
interests,
including social and environmental 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.
Corporate Governance
continued
Aminex PLC
annual report 2025
22
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, internal controls and
assurance activities, 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.
Establish and 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.
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 2025, 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, then 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 ARA
Corporate Governance
continued
Aminex PLC
annual report 2025
23
Offshore.
The
Board
recognises
this
potential
conflict
of interest and procedures are in place to ensure that
the
obligations
of
Eclipse/ARA
Offshore-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 ARA Offshore, a major shareholder in
the Company, and was nominated by Eclipse to be a Non-
Executive Director, which was then a major shareholder
in the Company. The Board recognises this potential
conflict of interest and procedures are in place to ensure
that
the
obligations
of
Eclipse/ARA
Offshore-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.
Maintain appropriate governance structures and
ensure that individually and collectively the directors
have the necessary up-to-date experience, skills and
capabilities
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
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.
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
seven 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.
Corporate Governance
continued
Aminex PLC
annual report 2025
24
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.
Establish a remuneration policy which is supportive of
long-term value creation and the company’s purpose,
strategy and culture
Given the size of the Company and its Board, the Board’s
remuneration approach has been designed to incentivise
and retain its directors and staff whose skills and experience
are central to the Company delivering on its purpose and
strategy. The Remuneration Committee meets to discuss
executive and staff remuneration and to ensure that the
Executive Director and staff are incentivised and motivated.
The current remuneration arrangements for the Executive
Director are set out in the Directors’ Remuneration Report on
page 31. The remuneration arrangements ensure alignment
with shareholder interests and are appropriate in value for a
company of Aminex’s size and given its stage of development.
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. 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
Corporate Governance
continued
Aminex PLC
annual report 2025
25
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.
These issues were discussed with management during the
year when the Committee considered the half-year financial
statements in September 2025 and the financial statements
for the year ended 31 December 2025 in April 2026. 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 2025 is US$39.06 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 made
by the TPDC in 2025 with the Ntorya to Madimba pipeline,
the progress
APT had made during the year in respect of
civil works on access roads and well sites and evaluation of
rig tenders, the submission of a revised Field Development
Plan incorporating the extensive results of the 3D seismic
campaign and the proposed work programme and budget
for 2026, 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
2025 and any expenditure related to the Nyuni Area PSA in
2025 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 2025.
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 2025 was
US$0.57 million (2024: US$1.48 million).
Carrying value of intra-group loans
During the year, due to continued progress made on
the Ruvuma PSA, including the award of the pipeline
construction contract, there was considered to be no
change to credit risk and no requirement for a provision
against the Company’s intercompany loan due from its
subsidiary Ndovu Resources Limited.
Corporate Governance
continued
Aminex PLC
annual report 2025
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 an increase of US$1.17
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 inflation increases at 31 December 2025 that were
applied to the cost estimates in the 2024 Decommissioning
Cost Report prepared by a third-party expert. The Committee
agreed with management’s assumption that these increased
cost estimates were appropriate for use 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 cost estimates used contributed
US$0.45 million to the overall increase in the decommissioning
liability as at 31 December 2025.
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 25). 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 25 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 2027.
The Committee, noting the current cash balances, the
expected commencement of production and receipt of
revenues later in 2026, and the Company’s ability to raise
funds, as evidenced by the recent successful share placing,
was
satisfied
that
it
was
appropriate
for
the
financial
statements to be prepared on a going concern basis.
However,
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 25 and that development or
decommissioning of the Group’s assets in Tanzania, including
the Nyuni Area PSA commitment also set out in Note 25, 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 25) 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 auditor
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 and the
appointment was approved by shareholders at the 2025
Annual General Meeting.
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-
Corporate Governance
continued
Aminex PLC
annual report 2025
27
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 second 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 2025
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 be awarded to
Directors or staff. 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 2025, 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.
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.
Board and leadership team diversity as at 31 December 2025
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 2025 is set out in the tables below. This information is based on self-reported data from
the Board and Executive management. Between 31 December 2025 and 27 April 2026, 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 2025
28
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;
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.
Corporate Governance
continued
Aminex PLC
annual report 2025
29
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 seven years to reduce
ongoing G&A expenses.
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 a recently updated anti-bribery
and corruption policy.
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
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.
Corporate Governance
continued
Aminex PLC
annual report 2025
30
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, with the current
cash balances, the expected commencement of production
and receipt of revenues later in 2026, and the Company’s
ability to raise funds, as evidenced by the recent successful
share placing, 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.
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 25).
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 25, 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
27 April 2026
Corporate Governance
continued
Aminex PLC
annual report 2025
31
Directors’ Remuneration Report
In preparing this Report, the Remuneration Committee has followed the provisions of the QCA Code published in November
2023, 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
2025
2024
US$’000
US$’000
Sultan Al-Ghaithi
47
44
Robert Ambrose
47
44
Tom Mackay
1
87
44
Total
181
132
1 Included a bonus of US$40,000 awarded in December 2025
The remuneration of the Executive Director was as follows:
Basic Salary
Bonus
Benefits in kind
Sub total
Pension
Total
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
US$’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
107
101
40
-
-
-
147
101
-
-
147
101
Total
107
101
40
-
-
-
147
101
-
-
147
101
The exchange rate used for the conversion of base remuneration in Pound sterling into US dollars is 1.3384.
The Company is in a position whereby preservation of capital is considered to be paramount. Consequently, salaries remain
reduced. A bonus of US$40,000 was awarded to the Executive Director in December 2025. 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 2025, there was one Executive Director (2024: one) and three Non-Executive Directors (2024: three). There was
an average number of one Executive Director and three Non-Executive Directors holding office during the year.
Aminex PLC
annual report 2025
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 2025 had the following beneficial interests in options over the Company’s
Ordinary Shares:
Options held
Options granted/
Options held
at 1 January
(lapsed/exercised)
at 31 December
Exercise
Period
2025
during the year
2025
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
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
88,000,000
-
88,000,000
No options were granted or exercised during the year. 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 2025
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 2025 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 2025
34
For the purpose of this report, the terms “we” and “our” denote Baker Tilly Ireland Audit Limited in relation to Irish 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 Irish Companies Act 2014 (“Companies Act 2014”).
Opinion
We have audited the financial statements of Aminex plc and its subsidiaries for the year ended 31 December 2025.
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 material accounting policies, set out in note 1.
The financial reporting framework that has been applied in their preparation are Irish law and International Financial Reporting
Standards (IFRS) as adopted by the European Union (“EU adopted IFRS”).
In our opinion:
•
the financial statements give a true and fair view of the state of the assets, liabilities and financial position of the Group and
Parent Company as at 31 December 2025 and of the Group’s loss for the year then ended;
•
the financial statements have been properly prepared in accordance with EU adopted IFRS; and
•
the 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 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 these 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 in the financial statements, which indicates that the Group and the Parent Company are dependent
on the successful execution of key funding and operational milestones, including the timing of future revenues from the Ruvuma
project, the potential exercise of share options and warrants, and the outcome of certain regulatory and commercial matters in
Tanzania, including tax assessments and claims by the Tanzania Petroleum Development Corporation.
As stated in Note 1, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the
Group’s and the Parent Company’s ability to continue as a going concern.
There is material uncertainty as to its ability to raise such additional funding in conjunction with sufficient conversion and
exercising of share warrants necessary to fund the underlying cashflow requirements of the Group.
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 concern 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 Group’s and Parent Company’s ability to continue as a going concern.
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going
concern basis included the following:
•
We considered the inherent risks to the Group’s and Parent Company’s operations and specifically their business model;
•
We confirmed 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 performed viability assessments, including consideration of cash resources and financing facilities in place.
•
We assessed the base case cash flow forecasts to December 2027 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;
•
We tested the mathematical accuracy and appropriateness of the method used to prepare the cash flow forecast;
Independent Auditor’s Report to the Members of Aminex PLC
Aminex PLC
annual report 2025
35
Independent Auditor’s Report to the Members of Aminex PLC
continued
•
We tested 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 prepared sensitivity analyses to December 2027, assessing the appropriateness of the assumptions applied to determine
whether the Group and the Parent Company require further funding. This included considering whether contingent liabilities
could crystallise during the going concern period and evaluating whether such scenarios were reasonably possible; 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.
Overview of our audit approach
Scope
Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and its environment,
including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls, including assessing whether there was evidence of
bias by the directors that may have represented a risk of material misstatement.
We, and our component auditors acting on specific group instructions, undertook full scope audits on the complete financial
information of 3 components, and analytical procedures were undertaken on the remaining 8 components.
Materiality
2025
2024
Group
US$411,000
US$409,000
1% (2024: 1%) of gross assets
Parent Company
US$1,100,000
US$1,400,000
1% (2024: 1%) of gross assets
Key audit matters
Recurring
•
Impairment of Exploration and evaluation (“E&E”) assets (Group only) including related disclosures
•
Decommis
sioning provisions (Group only
)
•
Carrying va
lue of loans and advances to Group companies (Parent Company only)
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.
Impairment of Exploration and evaluation (“E&E”) assets including related disclosures
Financial Statement Elements
FY25
FY24
At 31 December 2025 the Group
Gross:
US$108.4 million
Gross:
US$107.8 million
reported net E&E assets of US$39.1million
Provision: US$69.3 million
Provision:
US$68.9 million
(2024: US$38.9 million).
Net:
US$ 39.1 million
Net:
US$ 38.9 million
Key audit matter description
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$39.1 million as at 31 December
2025 (2024: US$38.9 million).
In respect of the E&E assets, under IFRS 6 Exploration for and Evaluation of Mineral Resources, 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, 89% of total assets (2024: 94% 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.
How the scope of our audit responded to the key audit matter
Our procedures in relation to management’s assessment of the carrying value of the Group’s E&E assets included:
•
We have assessed the design and implementation of key controls over the determination of estimated impairment of E&E
assets.
•
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 Units (“CGUs”) under review.
•
We evaluated management’s assessment for indicators of impairment or impairment reversal, considering both internal and
external sources of information.
Aminex PLC
annual report 2025
36
Independent Auditor’s Report to the Members of Aminex PLC
continued
How the scope of our audit responded to the key audit matter
(continued)
•
Where impairment indicators were identified, we have obtained and reviewed the appropriateness of the methodology and
conclusions reached by management. We have engaged with third-party oil and gas valuation specialists, to review the
technical inputs in the corporate model and to ensure these conclusions are reasonable and can be supported.
•
We have engaged with third party valuation expert to evaluate the logic of the value-in-use model and the inputs to the
calculation of the discount rates applied.
•
We have evaluated the competence, capabilities, and credentials of management experts and the auditor’s engaged
experts.
•
We assessed the reasonableness of the assumptions used in the forecasts including those concerning the timing and
magnitude of cash inflows and outflows.
•
We have tested the cashflow model to ensure completeness and accuracy of information provided as well as to check
mathematical accuracy of the model.
•
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 communicated to the Group’s Audit Committee
Based on the procedures performed, we found management’s judgements in assessing the carrying value of exploration and
evaluation assets to be reasonable, and the related disclosures in the financial statements to be appropriate
Decommissioning Provision
Financial Statement Elements
FY25
FY24
As detailed in note 19, the Group has
US$6.6 million total provision
US$5.7 million total provision
recognised decommissioning provisions of
US$6.6m for the year ended
31 December 2025 (2024: US$5.7m).
Key audit matter description
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.
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.
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
How the scope of our audit responded to the 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 have assessed the design and implementation of key controls over decommissioning provisioning and estimates.
•
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 Parent Company’s historical experience
•
We obtained and reviewed the future cost estimates and tested these for reasonableness.
•
We reviewed the calculation of the estimates as well as the timing of decommissioning cashflows and checked for
consistency with the E&E asset impairment model.
•
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, confirmed that there were no changes in methodology compared to the prior year, 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.
Aminex PLC
annual report 2025
37
Independent Auditor’s Report to the Members of Aminex PLC
continued
Key observations communicated to the Group’s Audit Committee
Based on the procedures performed, we found management’s judgements in respect of the decommissioning provision to be
reasonable, and the related disclosures in the financial statements to be appropriate.
Carrying value of loans and advances to group companies
Financial Statement Elements
FY25
FY24
As detailed in note 15, loans to the value of
US$104.9 million (2024: US$104.0 million)
are provided to subsidiary undertakings.
These loans are interest free and repayable
on demand. For the year ended 31
December 2025, there was an increase on
the provision for impairment of USD $1.2
million (2024: decrease of US$6.8 million).
Gross:
US$146.6 million
Gross:
US$144.7 million
Provision:
US$41.7 million
Provision:
US$40.7 million
Net:
US$104.9 million
Net:
US$104.0 million
Key audit matter description
The Parent 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.
Given the materiality of these receivables and the significant judgement involved in estimating the ECL, including the assessment
of the credit risk of subsidiary entities, expected future cash flows, , and the impact of forward-looking information, we have
identified the impairment of loans and advances to group companies as a key audit matter.
How the scope of our audit responded to the key audit matter
Our procedures in relation to carrying value of loans and advances to group companies included:
•
We assessed the appropriateness of management’s expected credit loss model, including whether it was suitably tailored
to the nature of intra-group receivables and complied with the requirements of IFRS 9..
•
We evaluated the application of the model by testing key inputs and assumptions, including expected discounted future
cash flows from underlying project assets, development timelines, funding assumptions and the incorporation of forward-
looking information used in assessing the recoverability of loans and advances to group companies.
•
We have engaged with third party advisory expert to evaluate the appropriateness of the discount rates applied.
•
We challenged the reasonableness of the assumptions underpinning the ECL model by evaluating the probability-weighted
scenarios applied, with specific consideration of expected project performance, potential delays in development, funding
constraints and other relevant downside risks.
•
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.
Key observations communicated to the Group’s Audit Committee
Based on the procedures performed, we found management’s judgements in respect of the carrying value of loans and
advances to group companies to be reasonable, and the related disclosures in the financial statements to be appropriate.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate,
would change or influence the economic decision of a reasonably knowledgeable user of those financial statements.
Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of
identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Materiality in respect of the Group was set at US$411,000 (2024: US$409,000) which was determined on the basis of 1% (2024:
1%) of the Group’s gross assets. Materiality in respect of the Parent Company was set at US$1,100,000 (2024: US$1,400,000),
determined on the basis of 1% (2024: 1%) of the Parent Company’s gross assets. Gross assets was deemed to be the
appropriate benchmark for the calculation of materiality as this is a key area of the financial statements because this is the
metric by which the performance and risk exposure of the Group and Parent Company is principally assessed. In our opinion,
this is therefore the benchmark with which the users of the financial statements are principally concerned.
Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, 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 for the Group was set at US$245,000 (2024: US$245,500) and at US$666,000 (2024: US$840,000) for
the Parent Company which represents 60% (2024: 60%) of the above materiality levels.
The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the
systems and controls and the level of misstatements arising in previous audits.
We agreed to report any corrected or uncorrected adjustments exceeding US$20,550 and US$55,000 in respect of the
Group and Parent Company respectively to the Board of Directors as well as differences below this threshold that in our view
warranted reporting on qualitative grounds.
Aminex PLC
annual report 2025
38
Independent Auditor’s Report to the Members of Aminex PLC
continued
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for
each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements.
This assessment takes into account the size, risk profile, organisation, distribution and effectiveness of group-wide controls,
changes in the business environment and other factors such as recent internal audit results when assessing the level of work
to be performed at each component.
In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had adequate
quantitative and qualitative coverage of significant accounts in the consolidated financial statements, of the 11 reporting
components of the group, we identified 2 components in the UK and Ireland and 1 component in Tanzania which represent the
principal business units within the Group. The remaining 8 components are all dormant entities and not in scope from a group
audit perspective.
Full scope audits
– Of the 11 components, audits of the complete financial information of 3 components were undertaken.
These entities were selected based upon their size or risk characteristics.
The group audit team was involved in the audit work performed by the component auditors in Tanzania through a combination of
group planning meetings and calls and a visit to the teams and group operations site, provision of group instructions (including
detailed supplemental procedures), review and challenge of related component interoffice reporting and of findings from their
working papers and bi-monthly interaction on audit and accounting matters which arose. Apart from the visits mentioned
above the group audit team has reviewed the component auditors working papers and intensified the interaction with local
teams through video conferences to review and direct the audit approach taken in respect of significant and a number of other
relevant risks of material misstatement, including assessing the appropriateness of conclusions and consistency between
reported findings and work performed.
The control environment
We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are
relevant to our audit, such as those relating to the financial reporting cycle.
Climate-related risks
In planning our audit and gaining an understanding of the Group and Parent Company, we considered the potential impact of
climate-related risks on the business and its financial statements. We obtained management’s climate-related risk assessment,
along with relevant documentation and reports relating to management’s assessment and held discussions with management
to understand their process for identifying and assessing those risks.
We specifically considered the potential impact of climate-related risks on the Group’s oil and gas exploration and development
activities in Tanzania, including transition risks arising from evolving regulatory frameworks, decarbonisation commitments and
changes in market demand for fossil fuels, as well as physical risks that could affect the Group’s operations and assets.
We reviewed the climate-related disclosures included in the other information of the annual report to assess whether they are
materially consistent with the financial statements and our understanding of the business obtained during the audit. Internal
specialists were involved in these reviews and assessments of climate-related risks and disclosures.
Reporting on 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 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 Parent Company were sufficient to permit the financial statements to be readily and
properly audited and the 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 Parent Company and its environment obtained 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 requirements of any of sections 305 to 312 of the
Act, which relate to disclosures of directors’ remuneration and transactions, are not complied with by the Parent Company.
We have nothing to report in this regard.
Aminex PLC
annual report 2025
39
Independent Auditor’s Report to the Members of Aminex PLC
continued
Responsibilities of directors
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 Parent 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 Parent 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.
A further description of our responsibilities for the audit of 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.
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.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent to which our procedures undertaken to identify and assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
•
We considered the nature of the industry and sector the control environment, business performance including remuneration
policies and the Group’s, including the Parent Company’s, own risk assessment that irregularities might occur as a result
of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of
the legal and regulatory frameworks applicable to the Group focusing on laws and regulations that could reasonably be
expected to have a direct material effect on the financial statements, such as provisions of the Companies Act 2014, Irish
and Tanzanian tax legislation or those that had a fundamental effect on the operations of the Group.
•
We enquired of the directors and management, including the in-house legal counsel, and board of directors concerning the
Group’s and the Parent Company’s policies and procedures relating to:
-
identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of
non-compliance.
-
detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and
-
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
•
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. We determined that the
principal risks were related to posting inappropriate journal entries to increase assets or reduce costs, creating fictitious
transactions to hide losses or to improve financial performance, and management bias in accounting estimates particularly
in determining expected credit losses. The group engagement team shared this risk assessment with the Component
Auditors of Significant Subsidiaries so that they could include appropriate audit procedures in response to such risks in
their work.
Aminex PLC
annual report 2025
40
Independent Auditor’s Report to the Members of Aminex PLC
continued
Audit response to risks identified
In respect of the above procedures:
•
we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent Company’s
Board meetings, and inspection of correspondences from the regulators;
•
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 journal entries, including those processed late for financial statements preparation, those posted by infrequent or
unexpected users, those posted to unusual account combinations;
-
evaluating the business rationale of significant transactions outside the normal course of business, and reviewing
accounting estimates for bias; and
-
enquiry of management and legal advisors around actual and potential litigation and claims.
-
challenging the assumptions and judgements made by management in its significant accounting estimates, in particular
those relating to the determination of impairment provision for exploration and evaluation assets, decommissioning
provision, and the expected credit losses as reported in the key audit matter section of our report;
•
the Group and the Parent Company operate in a highly regulated oil and gas industry. As such, the Senior Statutory
Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate
competence and capabilities; and
•
we communicated relevant laws and regulation and potential fraud risks to all engagement team members, including
experts and the component auditors, and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
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:
27 April
2026
Aminex PLC
annual report 2025
41
Group Income Statement
for the year ended 31 December 2025
2025
2024
Notes
US$’000
US$’000
Continuing operations
Revenue
2
Cost of sales
3
(59 )
(51 )
Gross loss
(10 )
(12 )
Administrative expenses
3
(1,850 )
(1,769 )
Impairment against property, plant and equipment assets
12
(565 )
(1,481 )
Impairment against exploration and evaluation assets
11
(460 )
(1,941 )
Loss from operating activities
(2,885 )
(5,203 )
Fair value loss on share warrants
20
(1,556 )
Finance income
7
Finance costs
8
(542 )
(153 )
Loss before tax
(4,983 )
(5,301 )
Taxation
9
Loss for the financial year
attributable to equity holders of the Company
(4,983 )
(5,301 )
Basic and diluted loss per Ordinary Share (in US cents)
10
(0.12
(0.13
Group Statement of Other Comprehensive Income
for the year ended 31 December 2025
2025
2024
US$’000
US$’000
Loss for the financial year
(4,983 )
(5,301 )
Other comprehensive income:
Items that are or may be reclassified to profit or loss:
Currency translation differences
(31 )
Total comprehensive expense for the financial year
attributable to the equity holders of the Company
(4,925 )
(5,332 )
On behalf of the Board
Charles Santos
Tom Mackay
Director
Director
27 April 2026
Aminex PLC
annual report 2025
42
Group and Company Balance Sheets
at 31 December 2025
Group
Company
2025
2024
2025
2024
Notes
US$’000
US$’000
US$’000
US$’000
Assets
Non-current assets
Exploration and evaluation assets
11
-
-
Property, plant and equipment
12
-
-
Investments in subsidiary undertakings
14
5,348
5,348
Amounts due from subsidiary undertakings
15
104,135
103,410
Total non-current assets
109,483
108,758
Current assets
Trade and other receivables
16
26
26
Amounts due from subsidiary undertakings
15
770
642
Cash and cash equivalents
17
3,057
648
Total current assets
3,853
1,316
Total assets
113,336
110,074
Equity
Issued capital
22
69,996
69,703
Share premium
133,467
128,409
Other undenominated capital
234
234
Share option reserve
1,680
1,647
Foreign currency translation reserve
(2,240 )
(2,298 )
-
-
Retained deficit
(175,055 )
(170,080 )
(93,658)
(90,346)
Total equity
111,719
109,647
Liabilities
Non-current liabilities
Decommissioning provision
19
-
-
Derivative financial liability
20
1,556
-
Total non-current liabilities
1,556
-
Current liabilities
Trade and other payables
18
61
427
Total current liabilities
61
427
Total liabilities
1,617
427
Total equity and liabilities
113,336
110,074
On behalf of the Board
Charles Santos
Tom Mackay
Director
Director
27 April 2026
Aminex PLC
annual report 2025
43
Group Statement of Changes in Equity
for the year ended 31 December 2025
Attributable to equity shareholders of the Company
Foreign
Other unde-
Share
currency
Share
Share
nominated
option
translation
Retained
capital
premium
capital
reserve
reserve
deficit
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
At 1 January 2024
(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 )
Transactions with shareholders of the
Company recognised directly in equity
Shares issued – cash (Note 22)
Shares issued – loan conversion (Note 22)
Share-based payment charge (Note 5)
Share option reserve transfer
(8 )
Total comprehensive income / (expense):
Loss for the financial year
(4,983 )
(4,983 )
Currency translation differences
At 31 December 2025
(2,240 )
(175,055 )
Company Statement of Changes in Equity
for the year ended 31 December 2025
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 2024
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
Transactions with shareholders of the
Company recognised directly in equity
Shares issued – cash (Note 22)
208
3,541
-
-
-
3,749
Shares issued – loan conversion (Note 22)
85
1,517
-
-
-
1,602
Share-based payment charge (Note 5)
-
-
-
41
-
41
Share option reserve transfer
-
-
-
(8)
8
-
Total Comprehensive income / (expense):
Loss for the financial year
-
-
-
-
(3,320)
(3,320)
At 31 December 2025
69,996
133,467
234
1,680
(93,658)
111,719
Aminex PLC
annual report 2025
44
Group and Company Statements of Cashflows
for the year ended 31 December 2025
Group
Company
2025
2024
2025
2024
Notes
US$’000
US$’000
US$’000
US$’000
(Loss) / profit for the financial year
(4,983 )
(5,301 )
(3,320)
5,382
Depreciation
12
-
-
Equity-settled share-based payments
5
-
170
Finance income
7
(55 )
-
(2)
Finance costs
8
121
1
Warrants fair value
20
1,556
-
Impairment of exploration and evaluation assets
11
-
-
Share issue costs related to derivative financial liability
58
-
Impairment of property, plant and equipment
12
-
-
Increase / (reversal) of impairment provision against investments
in subsidiary undertakings
14
41
855
Increase / (reversal) of impairment provision against amounts
due from subsidiary undertakings
15
1,045
(6,782)
(Increase) / Decrease in trade and other receivables
(53 )
-
(13)
(Decrease) / increase in trade and other payables
(316 )
(729 )
10
13
Net cash (used in) / generated by operations
(2,128 )
(2,162 )
(489)
(376)
Tax paid
-
-
Net cash (outflows) / inflows from operating activities
(2,128 )
(2,162 )
(489)
(376)
Investing activities
Acquisition of property, plant and equipment
(288 )
(219 )
-
-
Expenditure on exploration and evaluation assets
(60 )
(40 )
-
-
(Increase) / decrease in amounts due from subsidiary undertakings
(1,899)
(1,124)
Net cash (outflows) from investing activities
(348 )
(259 )
(1,899)
(1,124)
Financing activities
Borrowings
27
1,125
375
Proceeds from the issue of share capital
22
3,942
77
Payment of share and warrant issue expenses
22
(251 )
(251)
-
Net cash inflows from financing activities
4,816
452
Net (decrease) / increase in cash and cash equivalents
(1,969 )
2,428
(1,048)
Cash and cash equivalents at 1 January
17
648
1,694
Foreign exchange gain / (loss)
(53 )
(19)
2
Cash and cash equivalents at 31 December
17
3,057
648
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
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 2025 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$2.85 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 25). The Directors have also assumed that funding will be available to the
Group and the Company through the exercise of warrants by warrant holders and the exercise of share options by participants.
Such exercises are expected to occur in the second half of 2026. If such exercises did not occur, or only partially occurred, or
were delayed, subject to revenue streams assumed in the projections not being significantly delayed, the Directors consider
that the Group would be able to either raise further funds or defer the payment of certain capital expenditures, or a combination
of both.
Current liabilities of the Group exceeded its current assets as at 31 December 2025, mainly as a result of provisions made for
some contested tax assessments. As disclosed in Note 25, 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.
There is material uncertainty as to its ability to raise such additional funding in conjunction with sufficient conversion and
exercising of share warrants necessary to fund the underlying cashflow requirements of the Group. 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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
46
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
foreseeablefutureandhavethereforeusedthegoingconcernbasisinpreparingthesefinancialstatements.Thefinancialstatements
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 2025 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 Group’s evaluation of the effect of adopting IFRS 18 is ongoing.
IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’
is effective for periods beginning on or after 1 January 2027.
This standard introduces reduced disclosure requirements for eligible subsidiaries. The Group is assessing whether it will apply
IFRS 19. No impact on recognition or measurement is expected.
IFRS 9 and IFRS 7 ‘Amendments to Classification and Measurement of Financial Instruments’
is effective for periods beginning
on or after 1 January 2027. These amendments clarify certain classification and measurement requirements for financial
instruments. The Group does not expect a material impact on its financial statements.
IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36, IAS 37:
Various amendments to illustrative examples and disclosure guidance have been
issued to improve clarity and consistency, particularly regarding measurement uncertainties and estimation processes. These
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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
47
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
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
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
48
Under IAS 32.11(b)(ii), rights, options or warrants to acquire a fixed number of an entity’s own equity instruments for a fixed
amount of cash are generally classified as equity instruments where they meet the “fixed-for-fixed” criterion. The pro rata
requirement applies specifically in the context of foreign currency rights issues, i.e. where rights, options or warrants to acquire
a fixed number of the entity’s own equity instruments for a fixed amount of any currency are classified as equity only if they are
offered pro rata to all existing owners of the same class of non-derivative equity instruments. Where this condition is not met,
such instruments would typically be classified as derivative financial liabilities and measured at fair value through profit or loss
in accordance with IAS 32 and IFRS 9.
Where the warrants are classified as equity instruments, they are recognised within equity at the proceeds received, with no
subsequent remeasurement.
Where the warrants are classified as financial liabilities, they are initially recognised at fair value in accordance with IFRS 9.
Any difference between the transaction price and the fair value at initial recognition that is evidenced by observable market
data is recognised immediately in profit or loss in accordance with IFRS 9.B5.1.2A. Where no consideration is allocated to the
warrants, initial recognition at fair value may result in a day one loss recognised in profit or loss.
If the instrument is classified as a derivative financial liability (DFL), an amount of the proceeds equal to the fair value of the
warrants is credited to a DFL account on the balance sheet. The fair value of the instrument is remeasured at each reporting
date and the DFL account adjusted as appropriate, with a corresponding amount recognised in profit or loss. Transaction costs
relating to financial instruments measured at fair value through profit or loss, including derivative financial liabilities, are included
Finance costs comprise interest payable on borrowings calculated using the effective interest rate method, the unwinding of the
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
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
49
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 |
|||
2025 |
2024 |
2025 |
2024 |
|
US$1 equals |
||||
Pound sterling |
0.7472 |
0.7907 |
0.7434 |
0.7981 |
Euro |
0.8540 |
0.9552 |
0.8515 |
0.9657 |
Australian dollar |
1.5060 |
1.5786 |
1.4996 |
1.6150 |
Tanzanian shilling |
2,540 |
2,600 |
2,447 |
2,394 |
On loss of control of a foreign operation, accumulated currency translation differences are recognised in the income statement
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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
50
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
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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
51
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.
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.
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
Financial liabilities are generally stated at amortised costs using the effective interest rate method. Derivative financial instruments
are recognised at fair value on the issue date. The Group classifies all derivative financial liabilities as measured at fair value
through profit or loss unless they are designated in an effective hedging relationship. Subsequent changes in fair value are
recognised in profit or loss. Derivative financial liabilities are presented as non-current unless they are expected to be settled
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.
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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
52
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 2025 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.
In May 2024, the 25-year Ntorya Development Licence was granted, under the Ruvuma PSA, for blocks in the Mtwara Licence.
Progress on the Ntorya Development during the year included the award by the TPDC of the Engineering, Procurement and
Construction contract for the main pipeline to connect Ntorya to the Madimba Gas Processing Plant (with the pipe being
delivered in January 2026) and commencement of civil works for the pipeline route, well sites, access roads and associated
infrastructure. In addition, rig tenders were evaluated for drilling of Chikumbi-1 well and workover of Ntorya-1 and an updated
Field Development Plan was submitted, incorporating the extensive results of the 3D seismic campaign. Further work includes
completion and commissioning of the pipeline, testing and hook-up of Ntorya-2, drilling and completion of Chikumbi-1 and
workover of Ntorya-1. Completion and commissioning of the pipeline is forecast for no later than September 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 2025 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 2026, this is for licence maintenance and support only, and the Directors
conclude that full impairment should continue in 2025 (see Note 11). As a result, any expenditure on the Kiliwani South prospect
E&E asset during 2025 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 2025.
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 2025 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 2025, 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 2025.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
53
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 2025 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 25):
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 2025, are contained in
Note 25.
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
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
2025, are contained in Note 25.
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 2025, are contained in Note 25.
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 25).
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 2025.
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 an increase of US$1.17 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).
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
1 Statement of Accounting Policies
Aminex PLC
annual report 2025
54
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. Management consider that these costs, adjusted for a year’s inflation,
remain appropriate for use for the year-end 2025 calculation.
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
Uncertain tax and regulatory positions (Note 25):
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 25. 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 believed to be detrimental to the Group in connection with ongoing discussions.
Valuation of derivative financial liability – share warrants (Note 20):
The Group has issued share warrants in October 2025 that are classified as a derivative financial liability and measured at
fair value through profit or loss. The valuation uses the Black Scholes model that includes significant unobservable inputs.
Key estimation uncertainties include expected share price volatility and the risk free rate. Small changes can materially affect
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 (2024: 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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
2 Segmental Information
Aminex PLC
annual report 2025
55
Operating segment results - 2025
Tanzania |
Tanzania |
UK |
Unallocated |
||
Producing oil |
Exploration |
Oilfield |
Corporate |
||
and gas properties |
activities |
services |
Aminex Group |
Total |
|
2025 |
2025 |
2025 |
2025 |
2025 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
Revenue |
- |
- |
49 |
- |
49 |
Cost of sales |
(3) |
(6) |
(50) |
- |
(59) |
Depletion |
- |
- |
- |
- |
- |
Gross (loss) / profit |
(3) |
(6) |
(1) |
- |
(10) |
Depreciation |
- |
- |
- |
(2) |
(2) |
Administrative expenses |
(313) |
- |
(97) |
(1,438) |
(1,848) |
Impairment against property, plant and equipment assets |
- |
(565) |
- |
- |
(565) |
Impairment against exploration and evaluation assets |
- |
(460) |
- |
- |
(460) |
Operating (loss) / profit |
(316) |
(1,031) |
(98) |
(1,440) |
(2,885) |
Finance costs |
(129) |
(259) |
- |
(101) |
(489) |
Fair value loss on share warrants |
- |
- |
- |
(1,556) |
(1,556) |
Foreign exchange gain |
- |
- |
- |
(53) |
(53) |
(Loss) / profit before tax |
(445) |
(1,290) |
(98) |
(3,150) |
(4,983) |
Taxation |
- |
- |
- |
- |
- |
(Loss) / profit before tax |
(445) |
(1,290) |
(98) |
(3,150) |
(4,983) |
Segment assets |
1,077 |
39,181 |
- |
3,670 |
43,928 |
Segment liabilities |
(4,535) |
(8,574) |
- |
(2,737) |
(15,846) |
Capital expenditure additions |
565 |
590 |
- |
4 |
1,159 |
Other material non-cash items |
|||||
Share based payments (Note 5) |
- |
- |
- |
(41) |
(41) |
Unwinding of discount on decommissioning provision |
(129) |
(259) |
- |
- |
(388) |
(Note 19) |
Total non-current assets and liabilities by geographical region are set out in Notes 11, 12 and 19 to the financial statements.
Operating segment results - 2024
Tanzania |
Tanzania |
UK |
Unallocated |
||
Producing oil |
Exploration |
Oilfield |
Corporate |
||
and gas properties |
activities |
services |
Aminex Group |
Total |
|
2024 |
2024 |
2024 |
2024 |
2024 |
|
US$’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 after 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) |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
56
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Cost of sales |
||
Operating costs |
59 |
51 |
Total cost of sales |
59 |
51 |
Administrative expenses |
||
Employee benefits |
399 |
340 |
Share based payments |
41 |
261 |
Depreciation |
2 |
2 |
Tax provision accrual |
87 |
53 |
Other administrative costs |
1,321 |
1,113 |
Total administrative expenses |
1,850 |
1,769 |
Employment costs charged against the Group operating loss are analysed as follows:
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Salaries and wages |
365 |
321 |
Social security costs |
50 |
45 |
Other pension costs |
3 |
2 |
Share based payment charge |
41 |
261 |
459 |
629 |
|
Employment costs capitalised (Note 11) |
(19) |
(28) |
Employment costs charged against the Group operating loss |
440 |
601 |
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.
2025 |
2024 |
|
Europe |
3 |
3 |
Tanzania |
2 |
2 |
5 |
5 |
Employment costs charged against the Company operating loss are analysed as follows:
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Share based payment charge |
- |
170 |
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 2025
Aminex PLC
annual report 2025
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. The ESOS expired on 10 May 2020 and therefore
no further share options will be granted pursuant to the ESOS. The vesting and expiry conditions for ESOS options in place
during the period are as follows:
Date of Grant |
Vesting |
Expiry |
February 2019 |
Immediately upon grant |
10 years after date of grant |
November 2019, January 2020 |
In tranches subject to the achievement of certain |
7 years after date of grant |
market and non-market performance conditions |
||
February 2020 |
Immediately upon grant |
Expired February 2025 |
•
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. Under the terms of the New RSP, certain Directors and employees
of Aminex PLC, and its subsidiary companies, are eligible to participate in the New RSP. Options may not be granted after 1
July 2030 and the exercise price of an option will be no less than 70% of the closing price for the ten days prior to the grant
of options. The vesting and expiry conditions for New RSP options remaining in place during the period are as follows:
Date of Grant |
Vesting |
Expiry |
January 2022 |
50% on date of grant, 25% 6 months after grant, |
5 years after date of grant |
25% 12 months after grant |
||
December 2022 |
25% on each of 6, 12, 18 and 24 months after grant |
5 years after date of grant |
June, August 2023 |
When average closing share price is no lower than |
5 years after date of grant |
Stg.2.00p for 5 consecutive trading days |
||
December 2024 |
50% on 1 January 2025, 50% on 1 January 2026 |
5 years after 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.
There were no share options granted during the period.
The following expenses have been recognised in the income statement arising on share-based payments and included within
administrative expenses:
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Share based payment charge |
41 |
261 |
Number |
Average |
|
of options |
exercise price |
|
Outstanding at 1 January 2024 |
215,611,000 |
Stg 1.04p |
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 |
Stg 1.04p |
Granted |
- |
- |
Cancelled |
- |
- |
Expired |
(1,200,000) |
Stg 1.02p |
Outstanding at 31 December 2025 |
203,411,000 |
Stg 1.06p |
Exercisable at 31 December 2024 |
127,861,000 |
Stg 1.04p |
Exercisable at 31 December 2025 |
179,161,000 |
Stg 1.03p |
On 31 December 2025, there were options over 179,161,000 (2024: 127,861,000) 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 1.51 years (2024: 2.50 years). The average share
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
58
The loss before tax has been arrived at after charging the following items:
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Depreciation of other property, plant and equipment |
2 |
2 |
Auditor’s remuneration – Group audit (i) |
171 |
155 |
Auditor’s remuneration – overseas (ii) |
38 |
36 |
(i)
Audit comprises audit work performed by Baker Tilly Ireland Audit Limited and member firms on the consolidated financial
statements. In 2025, US$43,000 (2024: US$37,000) of audit fees related to the audit of the Company.
(ii)
Audit comprises audit work performed by Baker Tilly Ireland Audit Limited and member firms on the subsidiaries’ financial
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Foreign exchange gain |
- |
55 |
- |
55 |
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Interest expense |
101 |
1 |
Unwinding of discount on decommissioning provision (Note 19) |
388 |
152 |
Foreign exchange loss |
53 |
- |
542 |
153 |
Included in finance costs is interest expense in respect of the US$1.50 million carry advance funding facility from Eclipse
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Current tax expense: |
||
Current year |
- |
- |
Deferred tax expense: |
||
Origination and reversal of temporary differences |
- |
- |
Total income tax expense for the Group |
- |
- |
A reconci
liation of the expected tax benefit computed by applying the standard Irish tax rate to the loss before tax to the actual
benefit is as follows:
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Loss before tax |
(4,983) |
(5,301) |
Irish standard tax rate |
12.5% |
12.5% |
Taxes at the Irish standard rate |
(623) |
(662) |
Effect of different tax rates in foreign jurisdiction |
(170) |
(832) |
Expenses not deductible for tax purposes |
857 |
352 |
Losses carried forward |
(64) |
1,142 |
- |
- |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
9 Income tax expense
Aminex PLC
annual report 2025
59
Expenses not deductible for tax purposes predominantly relate to the impairment charge taken during the year on exploration
and evaluation assets of US$459,838 (2024: US$1,941,583 ) and the impairment against property, plant and equipment assets
of US$564,734 (2024: US$1,481,099 ).
The following deferred tax assets have not been recognised in the balance sheet as it is currently considered uncertain that
the assets will be realised in the future.
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Net operating losses |
29,826 |
28,286 |
The gross amount of unused tax losses carried forward with their expiry dates is as follows:
Ireland |
UK |
Rest of World |
Total |
|
2025 |
2025 |
2025 |
2025 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
One year |
- |
- |
- |
- |
Two years |
- |
- |
- |
- |
Three years |
- |
- |
- |
- |
Four years |
- |
- |
- |
- |
Five years |
- |
- |
- |
- |
More than five years |
16,781 |
26,447 |
79,170 |
122,398 |
Total |
16,781 |
26,447 |
79,170 |
122,398 |
Ireland |
UK |
Rest of World |
Total |
|
2024 |
2024 |
2024 |
2024 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
One year |
- |
- |
- |
- |
Two years |
- |
- |
- |
- |
Three years |
- |
- |
- |
- |
Four years |
- |
- |
- |
- |
Five years |
- |
- |
- |
- |
More than five years |
14,679 |
26,916 |
78,051 |
119,646 |
Total |
14,679 |
26,916 |
78,051 |
119,646 |
These losses can be carried forward indefinitely but may only be offset against taxable gains or taxable profits earned from
The basic loss per Ordinary Share is calculated using a numerator of the loss for the financial year and a denominator of the
weighted average number of Ordinary Shares in issue for the financial year. The diluted loss per Ordinary Share is calculated
using a numerator of the loss for the financial year and a denominator of the weighted average number of Ordinary Shares
outstanding and adjusting for the effect of all potentially dilutive shares, including share options and share warrants, assuming
that they had been converted.
The calculations for the basic loss per share for the years ended 31 December 2025 and 2024 are as follows:
2025 |
2024 |
|
Loss for the financial year (US$’000) |
(4,983) |
(5,301) |
Weighted average number of Ordinary Shares (’000) |
4,269,034 |
4,215,473 |
Basic and diluted loss per Ordinary Share (US cents) |
(0.12) |
(0.13) |
There is no difference between the basic loss per Ordinary Share and the diluted loss per Ordinary Share for the years ended
31 December 2025 and 2024 as all potential Ordinary Shares outstanding are anti-dilutive. There were 203,411,000 (2024:
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
60
| Group |
Tanzania |
and Total |
|
Cost |
US$’000 |
At 1 January 2024 |
104,876 |
Additions |
2,867 |
Disposals |
- |
Employment costs capitalised |
28 |
At 31 December 2024 |
107,771 |
Additions |
571 |
Disposals |
- |
Employment costs capitalised |
19 |
At 31 December 2025 |
108,361 |
Provisions for impairment |
|
At 1 January 2024 |
66,898 |
Increase in impairment provision |
1,941 |
At 31 December 2024 |
68,839 |
Increase in impairment provision |
460 |
At 31 December 2025 |
69,299 |
Net book value |
|
At 31 December 2025 |
39,062 |
At 31 December 2024 |
38,932 |
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. Progress on the Ntorya Development during the year included the award by the TPDC of the Engineering,
Procurement and Construction contract for the main pipeline to connect Ntorya to the Madimba Gas Processing Plant (with
the pipe being delivered in January 2026) and commencement of civil works for the pipeline route, well sites, access roads and
associated infrastructure. In addition, rig tenders were evaluated for drilling of Chikumbi-1 well and workover of Ntorya-1 and an
updated Field Development Plan was submitted, incorporating the extensive results of the 3D seismic campaign. Further work
includes completion and commissioning of the pipeline, testing and hook-up of Ntorya-2, drilling and completion of Chikumbi-1
and workover of Ntorya-1. Completion and commissioning of the pipeline is forecast for no later than September 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
2025 was US$28.4 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 2025
(continued)
11 Exploration and evaluation assets
Aminex PLC
annual report 2025
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. In 2024
a programme was submitted to TPDC proposing a much reduced work programme to continue exploration activity on the
PSA. Positive discussions have continued throughout 2025, whilst it is recognised that any future programme is contingent
on the receipt of gas revenues from Ntorya and the introduction of a partner. 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.
Additions of US$0.46 million during the year were 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 2026, this is for licence maintenance and support only, and the Directors conclude
that full impairment should continue in 2025. Therefore any additions during the year would have been capitalised and then
immediately impaired to the income statement as impairment against exploration and evaluation assets, however there were
no additions in 2025. 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 2025
Aminex PLC
annual report 2025
62
Group |
Producing |
||
assets - |
Other |
||
Tanzania |
assets |
Total |
|
US$’000 |
US$’000 |
US$’000 |
|
Cost |
|||
At 1 January 2024 |
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 |
Additions in the year |
565 |
4 |
569 |
Disposed of during the year |
- |
- |
- |
Exchange rate adjustment |
- |
5 |
5 |
At 31 December 2025 |
10,499 |
80 |
10,579 |
Depreciation |
|||
At 1 January 2024 |
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 |
Charge for the year |
- |
2 |
2 |
Disposed of during the year |
- |
- |
- |
Impairment |
565 |
- |
565 |
Exchange rate adjustment |
- |
5 |
5 |
At 31 December 2025 |
10,499 |
77 |
10,576 |
Net book value |
|||
At 31 December 2025 |
- |
3 |
3 |
At 31 December 2024 |
- |
1 |
1 |
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 25). 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
2025 and therefore additions incurred during the year of US$0.57 million (including accrued decommissioning provision costs)
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
63
Exploration, evaluation, appraisal and development activities are conducted through joint arrangements governed by joint
operating agreements and production sharing agreements. A joint operation is a joint arrangement whereby the parties have
joint control to the assets, and obligations for the liabilities, relating to the arrangement. Significant joint operations of the
Group are those with the most significant contributions to the Group’s net profit or net assets. The Group’s interest in the joint
operations’ results are listed in the table below:
| Group interest |
||||
Significant joint operations |
Country of operation |
Principal activity |
2025 |
2024 |
Ruvuma PSA (1) |
Tanzania |
Exploration and evaluation |
25% |
25% |
Nyuni Area PSA (2) |
Tanzania |
Exploration and evaluation |
100% |
100% |
Kiliwani North Development Licence (3) |
Tanzania |
Development and production |
63.83% |
63.83% |
(1)
The Group’s participating interest in the Ruvuma PSA reduced to 25% following the completion of the Farm-Out in October 2020.
(2)
This contractual arrangement is controlled by the Group and does not meet the definition of joint operations. However, as it is formed by a contractual
arrangement and is not an entity, the Group recognises its share of assets and liabilities arising from this arrangement.
(3)
While the Group holds a greater than 50 per cent interest in these joint operations, all participants in these joint operations approve the operating and capital
Company |
US$’000 |
At 1 January 2024 |
7,198 |
Additions |
91 |
At 31 December 2024 |
7,289 |
Additions |
41 |
At 31 December 2025 |
7,330 |
Provisions for impairment |
|
At 1 January 2024 |
1,086 |
Increase in provision |
855 |
At 31 December 2024 |
1,941 |
Increase in provision |
41 |
At 31 December 2025 |
1,982 |
Net book value |
|
At 31 December 2025 |
5,348 |
At 31 December 2024 |
5,348 |
The Company’s investment in subsidiaries increased from 2024 due to the share based payment charge for the period of
US$41,000 (2024: US$91,000 increase). The Company reviewed the recoverability scenarios for its investment in subsidiaries
and recognised an increase in the provision of US$0.04 million (2024: US$0.86 million) (see Note 15 for details of recoverability
scenarios). After taking into account the provision shown above, the Directors believe the carrying value of these investments
to be fully recoverable.
Subsidiary undertakings
As at 31 December 2025 the Company had the following subsidiary undertakings, in which the Company directly or indirectly
held ordinary shares:
Principal |
Proportion held |
Proportion held |
Country of |
|
Activity |
by Company |
by Subsidiary |
Incorporation |
|
Oil and Gas Exploration, Development and Production |
||||
Aminex Petroleum Services Limited (1) |
Service company |
100% |
- |
UK |
Amossco Holdings Limited (1) |
Dormant |
- |
100% |
UK |
Amossco Limited (1) |
Dormant |
- |
100% |
UK |
Amossco ODS Limited (1) |
Dormant |
- |
100% |
UK |
Halyard Offshore Limited (1) |
Dormant |
- |
100% |
UK |
Tanzoil N.L. (2) |
Holding Company |
100% |
- |
Australia |
Ndovu Resources Limited (3) |
Operating Company |
- |
100% |
Tanzania |
Osceola Hydrocarbons PLC (4) |
Dormant |
100% |
- |
Ireland |
Osceola Oil and Gas Limited (5) |
Dormant |
- |
100% |
UK |
Registered offices
1. 20-22 Wenlock Road, London, N1 7GU.
2. 6 Ling Court, Atwell, WA 6164, Australia.
3. 368 Msasani Road, Oysterbay 14111, 2nd Floor Mikumi House, Dar es Salaam, Tanzania.
4. Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18, D18 R9C7, Ireland.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
64
15 Amounts due from subsidiary undertakings
Company | US$’000 |
Cost | |
At 1 January 2024 | 143,590 |
Advances to subsidiary undertakings | 1,124 |
Repayments from subsidiary undertakings | - |
At 1 January 2025 | 144,714 |
Advances to subsidiary undertakings | 1,898 |
Repayments from subsidiary undertakings | - |
At 31 December 2025 | 146,612 |
Provisions for impairment | |
At 1 January 2024 | 47,444 |
Decrease in provision | (6,782) |
At 1 January 2025 | 40,662 |
Increase in provision | 1,045 |
At 31 December 2025 | 41,707 |
Net book value | |
At 31 December 2025 | 104,905 |
At 31 December 2024 | 104,052 |
2025 | 2024 | |
US$’000 | US$’000 | |
Included in non-current assets | 104,135 | 103,410 |
Included in current assets | 770 | 642 |
At 31 December | 104,905 | 104,052 |
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$104.13 million (2024: US$103.41 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. As further progress
was made during the year on the Ruvuma PSA, in line with expectations, there was considered to be no change in the credit risk.
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 only marginal changes to cashflows.
The probability of a successful development scenario remained at 90% this year and changes to assumptions behind the scenarios
were minor. These factors resulted in only a small increase in the provision of US$1.05 million (2024: US$6.78 million impairment
decrease) 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$37 million.
Due to the large forecast cash generation, neither a 10% reduction in the cashflows from the successful development scenario
nor a 1% decrease (from 90% to 89%) in the probability of the successful development scenarios would cause any change in the
impairment reduction. The Company applies no discounting to the expected credit loss calculation as the effective interest rate
is considered to be 0% because the loans are interest free and payable on demand. After taking into account the changes in the
provisions shown above, the Directors believe the carrying value of these loans to be fully recoverable.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
65
| Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
Current |
||||
Trade receivables |
63 |
59 |
- |
- |
Amounts due from partners in joint operations |
1,028 |
1,111 |
- |
- |
VAT recoverable |
61 |
24 |
- |
- |
Other receivables |
230 |
223 |
6 |
6 |
Prepayments |
67 |
62 |
20 |
20 |
1,449 |
1,479 |
26 |
26 |
|
Expected credit loss |
- |
- |
- |
- |
1,449 |
1,479 |
26 |
26 |
|
Trade receivables are interest bearing and are on terms of 30 days.
No impairment charge or credit was recognised in 2025 or 2024. In accordance with IFRS 9 the Company notes no material
| Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
Cash and cash equivalents |
3,414 |
1,127 |
3,057 |
648 |
All cash and cash equivalents represent cash held in current accounts with banks. Included in cash and cash equivalents
| Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
Current |
||||
Trade payables |
192 |
120 |
3 |
3 |
Amounts due to partners in joint operations |
1,306 |
1,553 |
- |
- |
Withholding tax payable |
778 |
1,011 |
- |
- |
VAT payable and excise duty |
189 |
272 |
- |
- |
Capital gains tax payable |
327 |
327 |
- |
- |
Other payables |
1,546 |
1,450 |
- |
- |
Short-term borrowings |
- |
376 |
- |
376 |
Accruals |
3,378 |
3,083 |
58 |
48 |
7,716 |
8,192 |
61 |
427 |
|
The decrease in payables during the year is mainly due to conversion of the funding from Eclipse Investments LLC to equity
as part of the October share placement (see Note 28), payments of US$0.23 million of withholding taxes and a reduction in
amounts due to partners in joint operations. Tax provisions, included in other payables, increased by US$0.09 million. Amounts
due to partners in joint operations, VAT payable and Other payables include amounts arising on gas sales.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
66
Group | US$’000 |
At 1 January 2024 | 1,821 |
Increase in decommissioning provision | 3,759 |
Discount unwound in the year (Note 8) | 152 |
At 1 January 2025 | 5,732 |
Increase in decommissioning provision | 454 |
Discount unwound in the year (Note 8) | 388 |
At 31 December 2025 | 6,574 |
2025 | 2024 | |
US$’000 | US$’000 | |
Non-current | 6,574 | 5,732 |
Total decommissioning provision | 6,574 | 5,732 |
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 2025. The
provision for decommissioning is reviewed annually and at 31 December 2025 and 2024 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 reviewed these costs and
determined that they were appropriate for use in the calculation of the 31 December 2024 decommissioning provision. As
a result, the provision increased in 2024 by US$3.76 million. Management consider that these costs, adjusted for a year’s
inflation, remain appropriate for use for the year-end 2025 calculation. 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 (2024: 2.9%) and discounted at 6.3% per annum (2024: 6.8%),
reflecting the associated risk profile. If the discount rate were changed by 1% the value of the provisions could change by
US$0.66 million. A 20% increase in the cost estimates would result in a US$1.31 million increase in the decommissioning
During the year, the Company granted 249,334,020 share warrants to participants in the October 2025 share placement,
at a price of Stg. 2.50p. The fair value of the warrants at the time of grant was calculated using the Black Scholes model. In
accordance with IFRS 9, the fair value was remeasured at 31 December. The amount of the liability and the Black Scholes
model inputs and calculated fair value are shown below.
6 October 2025 | 31 December 2025 | |
Liability amount | US$ 1.93 million | US$ 1.56 million |
Fair value per warrant | 0.772 US cents | 0.624 US cents |
Number of warrants | 249,334,020 | 249,334,020 |
Contractual life | 2 years | 1.75 years |
Exercise price | Stg. 2.50p | Stg. 2.50p |
Expected volatility | 72% | 71% |
Vesting conditions | immediate | immediate |
Expected dividend yield | nil | nil |
Risk-free rate | 4.2% | 4.2% |
The accounting treatment of the initial recognition of the liability was a charge in the Income Statement
of US$1.93 million. The
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
67
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 such derivatives held at 31 December 2025 or
31 December 2024.
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
-
Derivative financial liability (share warrants)
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 68, represents
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
21 Financial instruments and risk management
Aminex PLC
annual report 2025
68
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.
Loans and | Derivative | Total | ||
receivables at | Liabilities at | financial liability | carrying | |
mortised cost | amortised cost | at fair value | amount | |
2025 | 2025 | 2025 | 2025 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Other financial assets and financial liabilities | ||||
Current trade and other receivables | 1,320 | - | - | 1,320 |
Cash and cash equivalents | 3,414 | - | - | 3,414 |
Trade payables | - | (192) | - | (192) |
Amounts due to partners in joint operations | - | (1,306) | - | (1,306) |
Other payables and accruals | - | (4,924) | - | (4,924) |
Share warrants | - | - | (1,556) | (1,556) |
Loans and | Derivative | Total | ||
receivables at | Liabilities at | financial liability | carrying | |
amortised cost | amortised cost | at fair value | amount | |
2024 | 2024 | 2024 | 2024 | |
US$’000 | 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) |
Share warrants | - | - | - | - |
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.
Share Warrants
Share warrants were issued in 2025. There were none in existence prior to 2025. They have a contractual life of two years from
6 October 2025 with an exercise price of Stg 2.50p and are carried at fair value calculated using the Black Scholes model (see
Note 20).
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.
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
21 Financial instruments and risk management
Trade and other receivables (continued)
Aminex PLC
annual report 2025
69
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:
2025 | 2024 | |
US$’000 | US$’000 | |
Rest of World | 66 | 62 |
Tanzania | - | - |
Total | 66 | 62 |
In 2025, trade receivables were US$0.07 million (2024: US$0.06 million).
Amounts due from partners in joint operations
The Group assesses the creditworthiness of potential parties before entering into agreements with them and continues to
monitor their creditworthiness. The aggregate of the amount due from partners in joint operations is considered to be current
and receivable with no provisions required.
Cash and short-term deposits are invested mainly through the Group’s bankers and short-term deposits are treasury
deposits of less than one month. The majority of the Group’s funds are held with Bank of Ireland which has a Long-Term
Liquidity risk is the risk whether the Group will be able to meet its financial obligations as they fall due. The Group manages liquidity
risk by monitoring rolling forecasts of expected cash flows against actual cash flows. The table below shows the contractual
maturities of the financial liabilities including estimated interest payments and excluding the impact of netting agreements.
Carrying | Contractual | 6 | 6-12 | 1-2 | 2-5 | More than | |
amount | cashflows | months | months | years | years | 5 years | |
2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Trade payables | 192 | 192 | 192 | - | - | - | - |
Amounts due to partners in joint operations | 1,306 | 1,306 | 1,306 | - | - | - | - |
Other payables | 1,546 | 1,546 | 1,546 | - | - | - | - |
Accruals | 3,378 | 3,378 | 3,378 | - | - | - | - |
Derivative financial liability | 1,556 | 1,556 | 1,556 | - | - | - | - |
7,978 | 7,978 | 7,978 | - | - | - | - |
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$’000 | |
Trade payables | 120 | 120 | 120 | - | - | - | - |
Amounts due to partners in joint operations | 1,553 | 1,553 | 1,553 | - | - | - | - |
Other payables | 1,826 | 1,826 | 1,826 | - | - | - | - |
Accruals | 3,082 | 3,082 | 3,082 | - | - | - | - |
Derivative financial liability | - | - | - | - | - | - | - |
6,581 | 6,581 | 6,581 | - | - | - | - |
Market risk is the risk of changes in the market prices and indices which will affect the Group’s income or the value of its
holdings of financial instruments. The Group has three principal types of market risk, being commodity prices, foreign currency
exchange rates and interest rates.
Commodity price risk.
The requirement for hedging instruments is kept under ongoing review. During the year, the Group did
not enter into any commodity hedging transactions.
Foreign currency risk.
The Group reports in US dollars, which is the currency of a large proportion of its trading income. The
risk is managed wherever possible by matching foreign currency income and expenditures.
Interest rate risk.
The Group’s exposure to interest rate risk arises from cash and cash equivalents.
The Group’s exposure to transactional foreign currency risk, for amounts included in trade and other receivables, cash and
cash equivalents, trade and other payables and derivative financial liabilities (as shown on the balance sheet), is shown below.
Included within foreign currency exposure is a Sterling denominated derivative financial liability relating to share warrants. This
does not give rise to transactional cash flows but is remeasured at fair value through profit or loss.
Sterling | Euro | US dollars | Sterling | Euro | US dollars | |
2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 3,055 | 1 | 89 | 273 | - | 24 |
Trade payables | 46 | 4 | 2 | 38 | 3 | 2 |
Derivative financial liability | 1,556 | - | - | - | - | - |
4,657 | 5 | 91 | 311 | 3 | 26 |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
21 Financial instruments and risk management
Aminex PLC
annual report 2025
70
Sensitivity analysis
A 15% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding financial
assets and liabilities at 31 December 2025 (2024: 15%), would have the following impact on the income statement. This analysis
assumes that all other variables, in particular interest rates, remain constant.
15% increase | 15% decrease | 15% increase | 15% decrease | |
2025 | 2025 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 472 | (472) | 45 | (45) |
Trade payables | (8) | 8 | (6) | 6 |
Derivative financial liability | 233 | (233) | - | - |
697 | (697) | 39 | (39) | |
Tax impact | - | - | - | - |
After tax | 697 | (697) | 39 | (39) |
The Group finances its operations through a mixture of shareholders’ funds, loans and borrowings and working capital. Board
approval is required for all new borrowing facilities. The Group had a US dollar denominated funding facility with Eclipse
Investments LLC (“Eclipse”) (see Note 28) in 2024 which was converted to equity as part of the October 2025 share issue.
There are no bank borrowings or overdraft facilities at year end. The Group’s liquid resources were held in current accounts at
the year end.
The interest rate profile of the Group’s interest-bearing financial instruments at 31 December 2025 was as follows:
Fixed rate | Floating rate | Total | Fixed rate | Floating rate | Total | |
2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | - | 3,414 | 3,414 | - | 1,127 | 1,127 |
Loan facility | - | - | - | - | (376) | (376) |
- | 3,414 | 3,414 | - | 751 | 751 |
Cash flow sensitivity analysis
An increase of 100 basis points or decrease of 25 basis points in interest rates at the reporting date would have had the following
effect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant.
100 bps increase | 25 bps decrease | 100 bps increase | 25 bps decrease | |
profit | profit | profit | profit | |
2025 | 2025 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 34 | (9) | 11 | (3) |
Funding facility | - | - | - | - |
Tax impact | - | - | - | - |
After tax | 34 | (9) | 11 | (3) |
Company
The Company’s approach to the management of financial risk is as set out under the Group disclosures above.
The accounting classification for each class of the Company’s financial assets and financial liabilities, together with their fair
values, is as follows:
Cash, Loans and | Liabilities at | Derivative financial | Total carrying | |
receivables | amortised cost | liability at fair value | amount | |
2025 | 2025 | 2025 | 2025 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Other financial assets and financial liabilities | ||||
Amounts due from subsidiary undertakings | 104,776 | - | - | 104,776 |
Cash and cash equivalents | 3,063 | - | - | 3,063 |
Trade and other payables | - | (4) | - | (4) |
Accruals | - | (58) | - | (58) |
Derivative financial liability | - | - | (1,556) | (1,556) |
Cash, Loans and | Liabilities at | Derivative financial | Total carrying | |
receivables | amortised cost | liability at fair value | amount | |
2024 | 2024 | 2024 | 2024 | |
US$’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) |
Derivative financial liability | - | - | - | - |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
21 Financial instruments and risk management
Aminex PLC
annual report 2025
71
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.
At the balance sheet date, there was deemed to be no change in credit risk related to the loans due from subsidiary undertakings
as a result of progress made on the Ruvuma PSA during 2025 being in line with expectations. 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 small increase in the provision of US$1.17 million was recognised against the carrying value of the loans due
from subsidiary undertakings (2024: US$6.78 million impairment decrease) (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 (2024: US$3,000), fall due within six months of the balance sheet date.
The Directors have given careful consideration to the Company’s and the Group’s ability to continue as a going concern (see
Note 1).
Market risk
The market risk for the Company is similar to that for the Group as set out above.
The Company’s exposure to transactional foreign currency risk is shown below. Included within foreign currency exposure is a
Sterling denominated derivative financial liability relating to share warrants. This does not give rise to transactional cash flows
but is remeasured at fair value through profit or loss.
2025 | 2025 | 2024 | 2024 | |
Sterling | Euro | Sterling | Euro | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Trade and other payables | 34 | 4 | 30 | 3 |
Derivative financial liability | 1,556 | - | - | - |
1,590 | 4 | 30 | 3 |
Sensitivity analysis
A 15% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding financial
assets and liabilities at 31 December 2025 (2024: 15%), would have the following impact on the Company’s income statement.
This analysis assumes that all other variables, in particular interest rates, remain constant.
15% increase | 15% decrease | 15% increase | 15% decrease | |
2025 | 2025 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 458 | (458) | 41 | (41) |
Trade payables | (6) | 6 | (5) | 5 |
Derivative financial liability | 233 | (233) | - | - |
685 | (685) | 36 | (36) | |
Tax impact | - | - | - | - |
After tax | 685 | (685) | 36 | (36) |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
21 Financial instruments and risk management
Aminex PLC
annual report 2025
72
The interest rate risk of the Company is similar to that of the Group as set out above. The interest rate profile of the Company’s
interest-bearing financial instruments at 31 December 2024 was as follows:
Fixed rate | Floating rate | Total | Fixed rate | Floating rate | Total | |
2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | - | 3,063 | 3,063 | - | 654 | 654 |
Funding facility | - | - | - | - | (376) | (376) |
- | 3,063 | 3,063 | - | 278 | 278 |
C
ash flow sensitivity analysis
An increase of 100 basis points or decrease of 25 basis points in interest rates at the reporting date would have had the following
effect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant.
100 bps | 25 bps | 100 bps | 25 bps | |
increase | decrease | increase | decrease | |
profit | profit | profit | profit | |
2025 | 2025 | 2024 | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cash and cash equivalents | 31 | (8) | 7 | (2) |
Tax impact | - | - | - | - |
After tax | 31 | (8) | 7 | (2) |
Authorised | Number | € |
Ordinary Shares of €0.001 each: | 5,000,000,000 | 5,000,000 |
Deferred shares of €0.059 each: | 1,000,000,000 | 59,000,000 |
At 1 January and 31 December 2025 | 6,000,000,000 | 64,000,000 |
Allotted, called up and fully paid | Number | € | US$ |
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 |
Allotted, called up and fully paid | Number | € | US$ |
Ordinary Shares of €0.001 each: | 4,468,501,044 | 4,468,501 | 5,460,514 |
Deferred shares of €0.059 each: | 818,658,421 | 48,300,847 | 64,535,665 |
At 31 December 2025 | 5,287,159,465 | 52,769,348 | 69,996,179 |
Comprised of: | |
Ordinary Shares of €0.001 | 4,468,501,044 |
Deferred shares of €0.059 | 818,658,421 |
5,287,159,465 |
No voting rights are attached to the deferred shares.
The rights attaching to each class of shares are set out in Additional Information for Shareholders on page 18.
The increase in Ordinary Shares of 249,334,020 is a result of the October share placement. This comprises 177,272,727
Ordinary Shares issued for cash and 72,061,293 Ordinary Shares issued to Eclipse Investments LLC upon conversion of the
balance of amounts due under the funding facility (see Note 28). At the same time, as part of the placement, warrants for
249,334,020 Ordinary Shares were issued on a one-for-one basis, exerciseable within 24 months of the date of issue, at a price
The share option reserve represents the fair value of share options issued to Directors and employees.
During 2025, the Company did not award any options to staff (2024: 9,000,000 awarded to staff). The fair value of options
granted in the year was therefore US$nil (2024: US$82,000).
During the year US$41,000 was expensed, relating to options
issued in previous years. During the year, there was a transfer between the share option reserve and retained deficit of US$8,000
(2024: US$155,000) relating to 1,200,000 options which expired (2024: 20,000,000 options) with a fair value of US$8,000 (2024:
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
73
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 loss of US$3.32 million (2024: US$5.38 million profit) 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) 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
(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$2.74 million). The Group has received legal advice in country that supports its position, and this has been provided to
the TPDC. The Directors believe these claims are without merit and do not consider it appropriate at this stage to provide
for these claims.
Tanzanian Tax Assessments
On 28 February 2020, following the conclusion of the TRA audit of NRL, the Group’s Tanzanian wholly owned subsidiary, for
taxation years 2013 to 2015, the TRA issued tax assessments in respect of these taxation years. The following material matters
were raised in the assessments:
Principal |
Interest |
Total |
||
US$’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 |
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
(continued)
25 Commitments, guarantees and contingent liabilities
Tanzanian Tax Assessments
(continued)
Aminex PLC
annual report 2025
74
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 |
NRL considers all of the above claims to be without technical merit in tax law and with the assistance of 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. A response from the TRA has not yet been
received.
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. The IP was revised
several times, with total payments of US$1.79 million being paid up to the end of 2025, of which US$0.26 million was paid in
2025.
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.
Provisions made for interest on non-objected amounts were reversed in 2024 when the TRA waived the amounts.
The claims detailed above total US$10.31 million, of which US$2.03 million has been paid or waived and US$2.20 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$6.08
million is considered by management and the directors to not be probable due to considerations detailed above.
The information usually required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the
The Group contributes towards the cost of certain individual employee defined contribution pension plans. Annual contributions
are based upon a percentage of gross annual salary. Pension contributions, which are charged to the Group income statement
Notes Forming Part of the Financial Statements
for the year ended 31 December 2025
Aminex PLC
annual report 2025
75
Movement in loans and borrowings:
Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
At 1 January |
376 |
- |
376 |
- |
Drawdowns |
1,125 |
375 |
1,125 |
375 |
Interest accruing in period |
101 |
1 |
101 |
1 |
Conversion to equity |
(1,602) |
- |
(I,602) |
- |
Interest paid |
- |
- |
- |
- |
At 31 December |
- |
376 |
- |
376 |
During 2025, a further US$1,125,000 (2024: US$ 375,000) was draw down against the funding facility with Eclipse Investments
LLC, then a significant shareholder of Aminex PLC (see Note 28). The loan generated US$101,000 in interest. On 20 October
2025, the total of the Eclipse debt of US$1,602,000 (principal plus interest) was converted into ordinary shares in the Company
The Company entered into the following transactions with its subsidiary companies:
2025 |
2024 |
|
| Balances at 31 December |
US$’000 |
US$’000 |
Amounts owed by subsidiary undertakings |
104,905 |
104,052 |
Details of loans advanced to subsidiary undertakings during the year are set out in Note 15.
The remuneration of the Directors, who are the key management personnel of the Group, is set out below. Information about
the remuneration of each Director is shown in the Remuneration Report on pages 31 to 32.
2025 |
2024 |
|
US$’000 |
US$’000 |
|
Short-term benefits |
328 |
233 |
Pension contributions |
- |
- |
Share-based payments |
- |
170 |
328 |
403 |
Aminex Directors’ remuneration fees for 2025 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$47,000 (2024: US$44,000) and US$47,000
(2024: US$44,000) respectively. ARA Petroleum LLC, through its associated companies Eclipse Investments LLC and ARA
Offshore Investment Company Limited (see Note 29), is a significant shareholder in Aminex PLC.
During 2025, the Group entered into a related party transaction in respect of Directors’ remuneration fees of US$47,000 (2024:
US$44,000) and bonus payment of US$40,000 (2024: US$nil), which were paid to Upstream Solutions Limited, a company
connected with Tom Mackay. There was a US$nil balance outstanding as at 31 December 2025 (2024: US$nil).
During 2025, the Group entered into a related party transaction in respect of Directors’ remuneration fees of US$107,000 (2024:
US$101,000) and bonus payment of US$40,000 (2024: US$nil), which were paid to MB CES Services, a company connected
with Charles Santos. There was a US$nil balance outstanding as at 31 December 2025 (2024: US$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 and ARA Offshore
Investment Company Limited (see Note 29), 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 2025.
In April 2024, the Company signed a US$3.00 million funding facility with Eclipse Investments LLC, then a significant shareholder
of Aminex PLC. During 2025, a further US$1,125,000 (2024: US$ 375,000) was drawn down against the facility, and the loan
generated US$101,000 in interest. On 20 October 2025, the total of the Eclipse debt of US$1,602,000 (principal plus interest)
On 5 March 2026, Eclipse Investments LLC, a significant shareholder in Aminex PLC, transferred its shareholding in the
Aminex PLC
annual report 2025
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
Axis Capital Markets Limited
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