Aminex PLC - 2025 Half-Yearly Financial Report

Financial Review

 

 

Revenue Producing Operations

 

Revenues from continuing operations amounted to US$17,000 (30 June 2024: US$21,000). Group revenues during the first six months of 2025 are derived from the provision of technical and administrative services to joint operations. Cost of sales was US$18,000 (30 June 2024: US$29,000). Consequently, there was a gross loss of US$1,000 for the period compared with a gross loss of US$8,000 for the comparative period.

 

Group administrative expenses, excluding depreciation and net of costs capitalised against projects, were US$0.91 million (30 June 2024: US$0.99 million), a decrease of US$0.08 million. The decrease in expenses during the period was due mainly to a reduction in the non-cash share options charge (US$0.20 million). This was partially offset by an increase in tax provisions of US$0.07 million (as a result of a charge for the six-month period of US$0.04 million and a credit of US$0.03 million for the comparative period) and the effect on pound sterling denominated expenses of a weakening of the US dollar against pound sterling. Management continues to maintain strict expenditure controls in order to help maintain the cost-saving gains achieved since 2018, although inflationary pressures have recently had an adverse effect.

 

The Group recognised an impairment during the six-month period against exploration and evaluation ("E&E") assets of US$132,000 (30 June 2024: US$196,000). This is comprised solely of expenditure incurred on the Nyuni Area PSA (30 June 2024: US$196,000), which relates mainly to own costs for geological, geophysical and administrative work and licence maintenance costs, along with training and licence fees. There was no expenditure incurred during the six-month period on Kiliwani South Area (30 June 2024: US$nil). All expenditure on the Nyuni Licence Area and the Kiliwani South Area continues to be impaired immediately to the income statement upon recognition following their full impairments in 2018 and 2021 respectively.

 

An impairment against the KNDL development asset within property, plant and equipment ("PP&E") of US$163,000 (30 June 2024: US$107,000) was also recognised during the six-month period, relating mainly to own costs for geological, geophysical and administrative work and licence maintenance costs, along with training and licence fees. All expenditure on the KNDL continues to be impaired immediately to the income statement upon recognition following the full impairment in 2021.

 

The Group's resulting net loss from operating activities was US$1.21 million (30 June 2024: loss of US$1.30 million).  

 

There was no finance income for the six-month period (30 June 2024: US$18,000, as a result of foreign exchange gains). Finance costs amounted to US$293,000 (30 June 2024: US$76,000), comprising the decommissioning interest charge of US$194,000 (30 June 2024: US$76,000), accrued interest of US$44,000 (30 June 2024: US$nil) on the Eclipse funding facility and foreign exchange losses of US$55,000 (30 June 2024: US$nil).  

 

The Group's net loss for the period amounted to US$1.50 million (30 June 2024: US$1.35 million).

 

Balance Sheet

 

The Group's investment in exploration and evaluation assets decreased slightly from US$38.93 million at 31 December 2024 to US$38.92 million at 30 June 2025.  This was due to a decrease in estimated decommissioning costs for the Ruvuma PSA CGU as a result of changes to inflation and discount rates. As noted above, all expenditure on the Nyuni Licence Area and the Kiliwani South Area continues to be impaired immediately to the income statement upon recognition as both are fully impaired. In accordance with the Group's accounting policy, the Group does not record expenditure for its share of costs that are carried by ARA Petroleum Tanzania Limited ("APT") in relation to the Ruvuma PSA asset. The Group is carried for a total of US$35.0 million of development expenditure on the Ruvuma PSA, with carried expenditure in the period relating to development activities.

 

The carrying value of property, plant and equipment remained unchanged at US$1,000 at both 31 December 2024 and 30 June 2025. Costs for the Kiliwani North CGU are included in PP&E but are fully impaired (see Note 9).

 

Current assets amounted to US$2.43 million (31 December 2024: US$2.61 million) with trade and other receivables of US$1.48 million (31 December 2024: US$1.48 million). Cash and cash equivalents amounted to US$0.95 million (31 December 2024: US$1.13 million). The decrease in current assets of US$0.18 million is predominantly related to the reduction in cash due to administrative expenses, tax payments and expenditures on E&E and PP&E assets, partially offset by US$0.75 million received from the Eclipse funding facility.

 

Current liabilities amounted to US$9.22 million compared with US$8.19 million at 31 December 2024. This balance included amounts payable to joint operations partners for their profit shares from invoiced gas sales, related VAT payable on the gas receivables invoices, provisions and accruals for taxes and short-term borrowings under the Eclipse funding facility. The increase related mainly to two further drawdowns during the period under the Eclipse funding facility, plus accrued interest for the period, totalling US$0.79 million, and an increase of US$0.39 million in accruals, including training and licence fee invoices from the Petroleum Upstream Regulatory Authority in Tanzania. Offset against these were a decrease of US$0.14 million in accrued WHT due to payments made and a reduction of amounts due to joint operations partners of US$0.13 million.

 

Non-current liabilities are US$5.93 million (31 December 2024: US$5.73 million) being the decommissioning provision. This increased during the period mainly as a result of the unwinding of the discount during the period of US$0.19 million.

 

Total equity has decreased by US$1.41 million between 31 December 2024 and 30 June 2025 to US$26.21 million (31 December 2024: US$27.62 million), predominately due to the increase in the retained deficit arising from the loss for the period.

 

Cash Flows

 

Net cash outflows from operating activities were US$0.83 million during the period (30 June 2024: US$1.29 million), being mainly G&A expenditures and payment of accrued indirect taxes. Net cash outflows from investing activities amounted to US$0.04 million (30 June 2024: US$0.07 million), mainly for care and maintenance expenditure on the KNDL. Cash inflows from financing activities during the period were US$0.75 million received under the Eclipse funding facility.  Net cash and cash equivalents for the six months ended 30 June 2025 therefore decreased by US$0.12 million compared with a decrease of US$1.28 million for the comparative half-year period.  The balance of net cash and cash equivalents at 30 June 2025 was US$0.95 million (30 June 2024: US$1.78 million).

 

Related party transactions

 

There have been no material changes in the related party transactions affecting the financial position or the performance of the Group in the period since publication of the 2024 Annual Report other than those disclosed in Note 14 to the condensed consolidated financial statements.

 

Going Concern

 

The financial statements of the Group are prepared on a going concern basis.

 

The Directors have given careful consideration to the Group net current liability position amounting to US$6.79 million and the Group's current loss-making position and cash outflows, and its 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's cash flow and liquidity risk. The forecasts indicate that, 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 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 the 2024 Annual Report, that remain applicable to the Group. The principal assumptions made in relation to the Group'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 13).

 

Current liabilities of the Group exceeded its current assets as at 30 June 2025, mainly as a result of provisions made for some contested tax assessments. As disclosed in Note 13, 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 negotiated 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 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 may need to raise additional funding to meet these potential liabilities.

 

In addition, the Group currently has available a US$3.00 million funding facility agreement between Aminex and Eclipse Investments LLC, a major shareholder in the Company, signed in April 2024 (the "Facility"). The Facility is available for drawdown until 18 April 2026 with no more than one drawdown request, not to exceed US$375,000, to be made each calendar quarter. Under the second tranche of this Facility, amounting to US$1.50 million, the drawdown shall be at the absolute discretion of Eclipse and is subject to a number of conditions. Interest accrues at a rate of the Secured Overnight Financing Rate plus 8%. Advances may, at Eclipse's discretion, be set-off against the Company's US$35 million carry in respect of the Ntorya Development from ARA Petroleum Tanzania Limited (the "Carry"). If not set-off against the Carry, Eclipse can demand repayments of the advances no earlier than 31 December 2026.

 

There is material uncertainty as to its ability to raise such additional funding. This may result in the Group 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 as a going concern and, therefore, the Group 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 will continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing these financial statements. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

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 is assisted by the Audit and Risk Committee, which oversees the process for review and monitoring of risks, and the implementation of mitigation actions, by management. The Audit and Risk Committee reviews management's findings regularly and reports to the Board accordingly. Assessment of risks is made under five categories: Climate Change Risks, Strategic Risks, Operational Risks, Compliance Risks and Financial Risks.

 

Aminex has reviewed and assessed the principal risks and uncertainties at 30 June 2025 and concluded that the principal risks identified at 31 December 2024 and disclosed on pages 28 to 30 of the 2024 Annual Report are still appropriate. The following are considered to be the key principal risks facing the Group over the next six months although there are other risks which may impact the Group's performance:

·      Ability to meet licence work commitments

·      Lack of exploration, appraisal and development drilling success

·      Adverse and unexpected tax assessments in Tanzania

·      Ability to secure other financing for Group operations

·      Political and fiscal uncertainties  

 

Forward Looking Statements

 

Certain statements made in this half-yearly financial report are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from the expected future events or results referred to in these forward-looking statements.

Statement of Directors' Responsibilities

In respect of the Half-Yearly Financial Report

 

Each of the Directors who held office at the date of this report, confirm their responsibility for preparing the half-yearly financial report in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and IAS 34 Interim Financial Reporting, as adopted by the EU and to the best of each person's knowledge and belief:

 

·      The condensed consolidated financial statements comprising the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cashflows and the related explanatory notes have been prepared in accordance with IAS 34 Financial Reporting as adopted by the EU.

 

·      The Interim Management Report includes a fair review of the information required by:

 

(a)   Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(b)   Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

 

 

 

On behalf of the Board

 

 

 

Charles Santos

Executive Chairman/Director

26 September 2025

 

 

Aminex PLC

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2025                                                    

                                                                                                                                                                     

	Notes	Unaudited 6 months ended 30 June 2025 US$'000		Unaudited 6 months ended 30 June 2024 US$'000		Audited Year ended 31 December 2024 US$'000
Continuing operations
Revenue	2	17		21		39
Cost of sales		(18)		(29)		(51)
Gross loss		(1)		(8)		(12)
Administrative expenses		(912)		(986)		(1,769)
Impairment against exploration and evaluation assets	8	(132)		(196)		(1,941)
Impairment against property, plant and equipment assets	9	(163)		(107)		(1,481)
Loss from operating activities		(1,208)		(1,297)		(5,203)
Finance income	4	-		18		55
Finance costs	5	(293)		(76)		(153)
Loss before tax		(1,501)		(1,355)		(5,301)
Income tax expense	6	-		-		-
Loss for the period	2	(1,501)		(1,355)		(5,301)
Loss per share
Basic and diluted (US cents)	7	(0.04)		(0.03)		(0.13)

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2025

	Unaudited 6 months ended 30 June 2025 US$'000		Unaudited 6 months ended 30 June 2024 US$'000		Audited Year ended 31 December 2024 US$'000
Loss for the period	(1,501)		(1,355)		(5,301)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Currency translation differences	72		(8)		(31)
Total comprehensive expense for the period attributable to the equity holders of the Company	(1,429)		(1,363)		(5,332)

Aminex PLC

CONDENSED CONSOLIDATED BALANCE SHEET

At 30 June 2025                                                                                                                                                                    

                                                                                               

	Notes	Unaudited 30 June 2025 US$'000		Unaudited              30 June  2024 US$'000		Audited 31 December 2024 US$'000
Assets
Non-current assets
Exploration and evaluation assets	8	38,923		38,001		38,932
Property, plant and equipment	9	1		3		1
Total non-current assets		38,924		38,004		38,933
Current assets
Trade and other receivables	10	1,478		1,500		1,479
Cash and cash equivalents	11	952		1,778		1,127
Total current assets		2,430		3,278		2,606
TOTAL ASSETS		41,354		41,282		41,539
Equity
Issued capital		69,703		69,703		69,703
Share premium		128,409		128,409		128,409
Other undenominated capital		234		234		234
Share option reserve		1,660		1,603		1,647
Foreign currency translation reserve		(2,226)		(2,275)		(2,298)
Retained deficit		(171,573)		(166,134)		(170,080)
Total equity		26,207		31,540		27,615
Liabilities
Non-current liabilities
Decommissioning provision		5,926		1,920		5,732
Total non-current liabilities		5,926		1,920		5,732
Current liabilities
Trade and other payables	12	9,221		7,822		8,192
Total current liabilities		9,221		7,822		8,192
Total liabilities		15,147		9,742		13,924
TOTAL EQUITY AND LIABILITIES		41,354		41,282		41,539

 

 

 

Aminex PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2025

 

                                   Attributable to equity shareholders of the Company

 

	Share capital	Share premium	Other undenominated capital	Share option reserve	Foreign currency translation reserve	Retained deficit	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2024	69,695	128,340	234	1,541	(2,267)	(164,934)	32,609
Comprehensive income
Loss for the period	-	-	-	-	-	(1,355)	(1,355)
Currency translation   differences	-	-	-	-	(8)	-	(8)
Transactions with shareholders of the Company recognised directly in equity
Shares issued	8	69	-	-	-	-	77
Shares options reserve transfer	-	-	-	(155)	-	155	-
Share based payment charge	-	-	-	217	-	-	217
At 30 June 2024	69,703	128,409	234	1,603	(2,275)	(166,134)	31,540
Comprehensive income Loss for the period	-	-	-	-	-	(3,946)	(3,946)
Currency translation differences	-	-	-	-	(23)	-	(23)
Transactions with shareholders of the Company recognised directly in equity
Share-based payment charge	-	-	-	44	-	-	44
At 31 December 2024 as previously reported	69,703	128,409	234	1,647	(2,298)	(170,080)	27,615
Comprehensive income
Loss for the period	-	-	-	-	-	(1,501)	(1,501)
Currency translation differences	-	-	-	-	72	-	72
Transactions with shareholders of the Company recognised directly in equity
Shares issued	-	-	-	-	-	-	-
Shares options reserve transfer	-	-	-	(8)	-	8	-
Share based payment charge	-	-	-	21	-	-	21
At 30 June 2025 (unaudited)	69,703	128,409	234	1,660	(2,226)	(171,573)	26,207

 

 

 

 

 

Aminex PLC

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS

for the six months ended 30 June 2025

                                                                                           

	Unaudited 6 months ended 30 June 2025 US$'000		Unaudited 6 months ended 30 June 2024 US$'000		Audited Year ended 31 December 2024 US$'000
Operating activities
Loss for the financial period	(1,501)		(1,355)		(5,301)
Depreciation and depletion	1		1		2
Equity-settled share-based payments	21		217		261
Finance income	-		(18)		(55)
Finance costs	293		76		153
Impairment of exploration and evaluation assets	132		196		1,941
Impairment of property, plant and equipment	163		107		1,481
Trade receivables write-off	-		-		-
(Increase) / decrease in trade and other receivables	(74)		(4)		85
Increase / (decrease) in trade and other payables	136		(506)		(729)
Net cash (used in) / generated by operating activities	(829)		(1,286)		(2,162)
Tax paid	-		-		-
Net cash (outflows) / inflows from operating activities	(829)		(1,286)		(2,162)
Investing activities
Acquisition of property, plant and equipment	(23)		(43)		(219)
Expenditure on exploration and evaluation assets	(18)		(29)		(40)
Net cash (outflows) / inflows from investing activities	(41)		(72)		(259)
Financing activities
Proceeds from the issue of share capital	-	-	77		77
Payment of transaction costs on issue of share capital	-		-		-
Borrowings	750		-		375
Payment of interest on borrowings	-		-		-
Net cash inflows / (outflows) from financing activities	750		77		452
Net (decrease) / increase in cash and cash equivalents	(120)		(1,281)		(1,969)
Cash and cash equivalents at 1 January	1,127		3,041		3,041
Foreign exchange (loss)/gain	(55)		18		55
Cash and cash equivalents at end of the financial period	952		1,778		1,127

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

1.    Basis of preparation

 

The condensed consolidated financial statements included in this Half-Yearly Financial Report have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union. They do not include all of the information required for full annual statutory financial statements and should be read in conjunction with the audited consolidated financial statements of Aminex PLC as at and for the year ended 31 December 2024. The financial information contained in the condensed financial statements has been prepared in accordance with the accounting policies set out in the 2024 Annual Report and Accounts.

 

The financial information presented herein does not amount to statutory financial statements that are required by Part 6 of Chapter 4 of the Companies Act 2014 to be annexed to the annual return of the Company. The statutory financial statements for the financial year ended 31 December 2024 were annexed to the annual return and filed with the Companies Registration Office in Ireland. The audit report on those statutory financial statements was unqualified and included an emphasis of matter paragraph relating to going concern.

 

The financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss. These financial statements are presented in US Dollars ("US$") which is the currency of the primary economic environment in which the Group operates and are rounded to the nearest thousand, unless otherwise stated. The preparation of the Half-Yearly Financial Report requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of assets and liabilities. Estimates and underlying assumptions relevant to these financial statements are the same as those described in the last annual financial statements. Terms used in this condensed set of consolidated financial statements are defined in the Glossary on page 76 in the 2024 Annual Report and Accounts.

 

These condensed consolidated financial statements were authorised for issue by the Board of Directors on 26 September 2025.

 

The Interim Report has not been audited or formally reviewed by the Company's Auditor in accordance with the

International Standards on Auditing (ISAs) (Ireland) or International Standards on Review Engagements (ISREs).

 

(i)            Going concern

 

The financial statements of the Group are prepared on a going concern basis.

 

The Directors have given careful consideration to the Group net current liability position amounting to US$6.79 million and the Group's current loss-making position and cash outflows, and its 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's cash flow and liquidity risk. The forecasts indicate that, 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 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 the 2024 Annual Report, that remain applicable to the Group. The principal assumptions made in relation to the Group'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 13).

 

Current liabilities of the Group exceeded its current assets as at 30 June 2025, mainly as a result of provisions made for some contested tax assessments. As disclosed in Note 13, 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

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

1.    Basis of preparation (continued)

 

(i)      Going concern (continued)

 

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 negotiated 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 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 may need to raise additional funding to meet these potential liabilities.

 

In addition, the Group currently has available a US$3.00 million funding facility agreement between Aminex and Eclipse Investments LLC, a major shareholder in the Company, signed in April 2024 (the "Facility"). The Facility is available for drawdown until 18 April 2026 with no more than one drawdown request, not to exceed US$375,000, to be made each calendar quarter. Under the second tranche of this Facility, amounting to US$1.50 million, the drawdown shall be at the absolute discretion of Eclipse and is subject to a number of conditions. Interest accrues at a rate of the Secured Overnight Financing Rate plus 8%. Advances may, at Eclipse's discretion, be set-off against the Company's US$35 million carry in respect of the Ntorya Development from ARA Petroleum Tanzania Limited (the "Carry"). If not set-off against the Carry, Eclipse can demand repayments of the advances no earlier than 31 December 2026.

 

There is material uncertainty as to its ability to raise such additional funding. This may result in the Group 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 as a going concern and, therefore, the Group 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 will continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing these financial statements. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

(ii)     Use of judgements and estimates

 

The preparation of the condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

 

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the 2024 Annual Report and Accounts.

 

 

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

1.    Basis of preparation (continued)

 

(iii)    New and amended standards adopted by the Group

 

A number of amended standards became effective for the financial year beginning on 1 January 2025; however, the Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

 

(iv)    Impact of standards issued but not yet adopted by the Group

 

There are no standards issued but not yet adopted by the Group.

 

2.      Segmental disclosure - continuing operations

 

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 Chief Operating Decision Maker (Executive Chairman) 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 for the period under this segment (30 June 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 jointly controlled 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.

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

2.      Segmental disclosure - continuing operations (continued)

 

Operating segment results - 30 June 2025 (unaudited)

 

US$'000		Tanzania				Tanzania				UK				Unallocated
		Producing oil and gas properties				Exploration activities				Oilfield services				Corporate Aminex  Group				Total
		30 June 2025				30 June 2025				30 June 2025				30 June 2025				30 June 2025
Revenue		-				-				17				-				17
Cost of sales		-				-				(18)				-				(18)
Gross loss		-				-				(1)				-				(1)
Depreciation		-				-				-				(1)				(1)
Administrative expenses		(190)				-				(97)				(624)				(911)
Impairment against PP&E assets		-				(163)				-				-				(163)
Impairment against exploration and evaluation assets		-				(132)				-				-				(132)
Loss from operating activities		(190)				(295)				(98)				(625)				(1,208)
Finance costs		(62)				(132)				-				(44)				(238)
Finance income		-				-				-				-				-
Foreign exchange gains		-				-				-				(55)				(55)
Loss before tax		(252)				(427)				(98)				(724)				(1,501)
Taxation		-				-				-				-				-
Loss for the period		(252)				(427)				(98)				(724)				(1,501)
Segment assets		1,247				39,043				-				1,064				41,354
Segment liabilities		(3,957)				(7,064)				-				(4,126)				(15,147)
Capital expenditure additions		163				123				-				-				286
Other material non-cash items
Share based payments (Note 3)		-				-				-				(21)				(21)
Unwinding of discount on decommissioning provision (Note 5)		(62)				(132)				-				-				(194)

Operating segment results - 30 June 2024 (unaudited)

 

US$'000	Tanzania		Tanzania		UK		Unallocated
	Producing oil and gas properties		Exploration activities		Oilfield services		Corporate Aminex Group		Total
	30 June 2024		30 June 2024		30 June 2024		30 June 2024		30 June 2024
Revenue	-		-		21		-		21
Cost of sales	(9)		(2)		(18)		-		(29)
Gross loss	(9)		(2)		3		-		(8)
Depreciation	-		-		-		(1)		(1)
Administrative expenses	(75)		-		(97)		(813)		(985)
Impairment against PP&E assets	-		(107)		-		-		(107)
Impairment against exploration and evaluation assets	-		(196)		-		-		(196)
Loss from operating activities	(84)		(305)		(94)		(814)		(1,297)
Finance costs	(16)		(61)		-		1		(76)
Finance income	-		-		-		-		-
Foreign exchange gains	-		-		-		18		18
Loss before tax	(100)		(366)		(94)		(795)		(1,355)
Taxation	-		-		-		-		-
Loss for the period	(100)		(366)		(94)		(795)		(1,355)
Segment assets	1,483		38,123		-		1,676		41,282
Segment liabilities	(2,415)		(3,528)		-		(3,799)		(9,742)
Capital expenditure additions	107		220		-		-		327
Other material non-cash items
Share based payments (Note 3)	-		-		-		(217)		(217)
Unwinding of discount on decommissioning provision (Note 5)	(15)		(61)		-		-		(76)

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

3.      Share based payments

 

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 market and non-market performance conditions	7 years after date of grant
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, 25% 12 months after grant	5 years after date of 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 Stg.2.00p for 5 consecutive trading days	5 years after date of grant
December 2024	50% on 1 January 2025, 50% on 1 January 2026	5 years after date of grant

 

No more than 10% of the Ordinary Shares in the Company, from time to time, may be issued or remain issuable for the purposes of the New RSP, the ESOS or any other employee share plan.

 

There were no share options granted during the period.

 

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.  The following expenses have been recognised in the income statement arising on share-based payments and included within administrative expenses:

 

	Unaudited 6 months ended 30 June  2025 US$'000		Unaudited 6 months ended 30 June  2024 US$'000		Audited  year ended 31 December 2024 US$'000
Share-based payment charge	21		217			261

 

On 30 June 2025, there were options granted under the ESOS and the New RSP outstanding over 131,161,000 (31 December 2024: 127,861,000) Ordinary Shares which are exercisable at prices ranging from Stg 0.60 pence to Stg 1.56 pence per share and which expire at various dates up to 2029. The weighted average remaining contractual life of the options outstanding is 2.02 years (31 December 2024: 2.50 years). The average share price for the six months ended 30 June 2025 was Stg1.16pence / €0.0138 (year ended 31 December 2024: Stg1.18 pence / €0.01220).

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

4.      Finance income

	Unaudited 6 months ended 30 June 2025 US$'000		Unaudited 6 months ended 30 June 2024 US$'000		Audited  year ended 31 December 2024 US$'000
Foreign exchange gain	-		18		55
	-		18		55

 

5.      Finance costs

	Unaudited 6 months ended 30 June  2025 US$'000		Unaudited 6 months ended 30 June  2024 US$'000		Audited  year ended 31 December 2024 US$'000
Interest expense	44		-		1
Other finance costs - decommissioning provision interest charge Foreign exchange loss	194 55		76 -		152 -
	293		76		153

 

6.      Tax

 

The Group has not provided any tax charge for the six-month periods ended 30 June 2025 and 30 June 2024. The Group's operating divisions have accumulated losses which are expected to exceed profits earned by operating entities for the foreseeable future.

 

7.      Loss per share from continuing activities

 

The profit or loss per Ordinary Share is calculated using a numerator of the profit or loss for the financial period and a denominator of the weighted average number of Ordinary Shares in issue for the financial period.  The diluted profit per Ordinary Share is calculated using a numerator of the profit for the financial period and a denominator of the weighted average number of Ordinary Shares outstanding and adjusted for the effect of all potentially dilutive shares, including share options and share warrants, assuming that they have been converted.

 

The calculations for the basic and diluted earnings per share of the financial periods ended 30 June 2025, 30 June 2024 and the year ended 31 December 2024 are as follows:

	Unaudited 6 months ended 30 June 2025		Unaudited 6 months ended 30 June 2024		Audited Year ended 31 December 2024
Numerator for basic and diluted earnings per share:
Loss for the financial period (US$'000)	(1,501)		(1,355)		(5,301)
Weighted average number of shares:
Weighted average number of ordinary shares ('000)	4,215,473		4,211,738		4,215,473
Basic and diluted loss per share (US cents)	(0.04)		(0.03)		(0.13)

 

There is no difference between the basic loss per Ordinary Share and the diluted loss per Ordinary Share for the financial periods ended 30 June 2025, 30 June 2024 and the year ended 31 December 2024 as all potentially dilutive Ordinary Shares outstanding were anti-dilutive. There were 203,411,000 share options in issue at 30 June 2025, 195,611,000 share options in issue at 30 June 2024 and 204,611,000 share options in issue at 31 December 2024. 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

8.      Exploration and evaluation assets

 

Cost	US$'000
At 1 January 2025	107,771
Additions	123
At 30 June 2025	107,894
Provisions for impairment At 1 January 2025	68,839
Increase in impairment provision	132
At 30 June 2025	68,971
Net book value At 30 June 2025	38,923
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 ("GG&A") work and licence maintenance costs, along with training and licence fees under the respective PSAs, plus an increase in estimates for decommissioning costs.

 

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 its accounting policies each CGU is evaluated annually for impairment, with an impairment test required when a change in facts and circumstances, in particular with regard to the remaining licence terms, likelihood of renewal, likelihood of further expenditures and ongoing acquired data for each area, result in an indication of impairment.

 

Ruvuma PSA

 

The Ruvuma PSA comprised two exploration licences; Mtwara and Lindi.

 

On 22 October 2020, the Ruvuma Farm-Out was completed and the Group's wholly owned subsidiary, Ndovu Resources Limited, transferred a 50% interest in, and operatorship of, the Ruvuma PSA to ARA Petroleum Tanzania Limited ("APT"), a related party of the Group. The Group now holds a 25% interest in the Ruvuma PSA with a US$35.0 million carry through to potentially significant volumes of production.

 

In January 2024 a gas sales agreement was signed and the Ntorya Development Licence was granted in May 2024 over blocks within the Mtwara area. Work on the Ntorya site includes land acquisition for the upstream processing facilities and the Chikumbi-1 well location and expansion of another nearby site to accommodate the construction of a camp and storage yard. Further work to be undertaken includes conducting a well-test on Ntorya-2 and converting it to a producing well, drilling the Chikumbi-1 well with a view to converting it to a producing well, carrying out a well workover at Ntorya-1, before turning it into a producing well, and construction of processing facilities and flowlines. The rig contract tender strategy was approved by the Petroleum Upstream Regulatory Authority in August 2025. First gas is anticipated shortly after the pipeline carrying the gas away from the field is completed by TPDC, which is expected by July 2026. The pipeline engineering, procurement and construction contract was awarded in July 2025.

 

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 30 June 2025 was US$29.0 million (30 June 2024: US$29.4 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.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

8.      Exploration and evaluation assets (continued)

 

The Lindi Licence costs, totalling US$10.41 million, remain fully impaired.

 

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 the Group will continue its attempts to attract industry partners to participate in the licence. The likely outcome of these attempts however remains uncertain and consequently the Directors maintained their position of a full impairment over the Nyuni Area PSA CGU. Expenditure during the year is capitalised and then immediately impaired to the income statement as impairment against exploration and evaluation assets.

 

Kiliwani South

 

The Kiliwani South CGU, located within the Kiliwani North Development Licence acreage, was previously identified as a potential lead. The Kiliwani South prospect was estimated by management to contain a mean 57 BCF un-risked GIIP and the prospect was reviewed by RPS in their February 2018 CPR.

 

During 2021, the Group proposed no work programme and allocated no budget towards the future development of the Kiliwani South CGU. This was due to no agreement reached with the Ministry of Energy on the work commitments over the Nyuni Area PSA and the delay to agreeing commercial terms on the Kiliwani North Development Licence. The Group previously considered any future drilling on the Licence would be dependent upon improved seismic resolution of the target structures that would result from the acquisition and interpretation of a 3D seismic survey, which would only be economic if conducted over both the KNDL and immediately adjacent areas within the Nyuni Area PSA. In line with the requirements of IFRS 6 this is an indicator of impairment. The Directors concluded in 2021 that the carrying value of the Kiliwani South asset should be fully impaired. Although a budget has been approved for 2025 this is for licence maintenance and support only, and the Directors conclude that full impairment should continue in 2025. There was however no expenditure during the period. Any reversal of the impairment would be dependent on an established development programme for the area, including a seismic and drilling programme where an assessment of the carrying value of the CGU would be reviewed.

 

9.      Property, plant and equipment

		Development property - Tanzania	Other assets	Total
		US$'000	US$'000	US$'000
Cost
At 1 January 2025		9,934	71	10,005
Additions in the period		163	-	163
Exchange rate adjustment		-	7	7
At 30 June 2025		10,097	78	10,175
Depreciation and depletion
At 1 January 2025		9,934	70	10,004
Charge for the period		-	1	1
Increase in impairment provision		163	-	163
Exchange rate adjustment		-	6	6
At 30 June 2025		10,097	77	10,174
Net book value
At 30 June 2025		-	1	1
At 31 December 2024		-	1	1

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

9.      Property, plant and equipment (continued)

 

Development property - Tanzania

The Kiliwani North Development Licence ("KNDL") was awarded by the Tanzanian Government in April 2011.  Production from the Kiliwani North-1 well ("KN-1") 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 produced approximately 6.4 BCF of gas until production became intermittent in early 2018. 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 13). Any development of the KNDL 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 cash-generating unit 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 assets value-in-use. However, as key judgements for the 2021 impairment test concluded no production, the value in use calculation was US$nil.

 

Consequently, the Directors concluded that the Kiliwani North CGU was fully impaired as at 31 December 2021. These conditions and assessments have continued and therefore expenditures incurred during the financial period were capitalised and immediately impaired.

 

10.    Trade and other receivables

 

Trade and other receivables amounted to US$1.48 million at the period end (31 December 2024: US$1.48 million). Within these totals there was a decrease in amounts due from joint operations partners of US$0.08 million and an increase in VAT receivable of US$0.06 million.

 

11.    Cash and cash equivalents

 

	Unaudited 6 months ended 30 June  2025 US$'000		Unaudited 6 months ended 30 June  2024 US$'000		Audited  year ended 31 December 2024 US$'000
Cash at bank and in hand	952		1,778		1,127

 

Included in cash and cash equivalents is an amount of US$0.74 million (31 December 2024: US$0.87 million) held on behalf of partners in jointly controlled operations. 

 

12.    Trade and other payables

 

Trade and other payables amounted to US$9.22 million at the period end (31 December 2024: US$8.19 million).  The increase is mainly due to further short-term borrowings, plus interest, of US$0.79 million from the Eclipse funding facility and an increase of US$0.39 million in accruals (including training and licence fee invoices from the Petroleum Upstream Regulatory Authority in Tanzania). Offset against these was a decrease of US$0.14 million in WHT payable due to payments made and a reduction in amounts due to joint operations partners of US$0.13 million. Within trade and other payables are amounts due to partners in joint operations and VAT payable which include amounts arising on gas sales.

 

The Directors consider that the carrying amounts of trade payables approximate their fair value.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

13.    Commitments, guarantees and contingent liabilities

 

Commitments

 

In accordance with the relevant PSAs, Aminex has a commitment to contribute its share of the following outstanding work programmes:

 

(a)    Following the grant of the first extension to the Nyuni Area PSA, Tanzania, the terms of the licence require the acquisition of 700 kilometres of 3D seismic over the deep-water sector of the licence, and the drilling of four wells, on the continental shelf or in the deep-water, by October 2019. The Group commenced discussions in 2022 with the Tanzanian authorities to hand back the Nyuni Area licence which resulted in Aminex being requested to market the licence in 2023 in an attempt to find a third-party partner willing to pursue and fund a mutually agreed renegotiated 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 the Ruvuma joint venture parties.

 

Guarantees and contingent liabilities

 

(a)    Under the terms of the Addendum to the Ruvuma PSA, Ndovu Resources Limited, 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 Ndovu Resources Limited 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.

 

 

 

 

 

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

13.    Commitments, guarantees and contingent liabilities (continued)

 

Tanzanian Tax Assessments

 

On 28 February 2020, following the conclusion of the TRA audit of Ndovu Resources Limited ("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 for services performed outside of Tanzania	242		182		424
VAT	Output VAT on imported services	191		156		347
Withholding tax	WHT on deemed interest	797		664		1,461
		1,230		1,002		2,232

 

On 3 June 2022, following the conclusion of the TRA audit of NRL for taxation years 2016 to 2018, the TRA issued tax assessments in respect of these taxation years. The following material matters were raised in the assessments:

		Principal		Interest		Total
		US$'000		US$'000		US$'000
Area
VAT	VAT on Ruvuma Farm-Out	1,221		233		1,454
Pay As You Earn (PAYE)	PAYE on Director's fees	92		45		137
		1,313		278		1,591

 

On 28 June 2022, following the conclusion of the TRA corporate income tax audit of NRL for taxation years 2016 to 2018, the TRA issued tax assessments in respect of these taxation years. The following matters were raised in the assessments:

		Principal		Interest		Total
		US$'000		US$'000		US$'000
Area
Corporate tax	Under declaration of revenue for 2016	365		145		510
Corporate tax	Under declaration of revenue for 2017	1,438		394		1,832
Corporate tax	Under declaration of revenue for 2018	772		143		915
		2,575		682		3,257

 

NRL considers all 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 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 2025, reiterating its objections and detailing correspondence on these matters (to which the TRA had not responded), but an answer 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, totalling 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):

 

 

 

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

13.    Commitments, guarantees and contingent liabilities (continued)

 

		Principal		Interest		Total
		US$'000		US$'000		US$'000
Area
Withholding tax	WHT accrued not paid	1,062		181		1,243
Withholding tax	WHT on foreign services	357		57		414
VAT	VAT accrued not paid	358		-		358
VAT	VAT accrued not paid (Gas Sales Agreement)	920		-		920
Excise Duty	ED accrued not paid (Gas Sales Agreement)	297		-		297
		2,994		238		3,232

 

The majority of these amounts were already accrued in the accounts of NRL. Objections were filed in July 2023 to some of the amounts but delays in receiving replies from the TRA led to the TRA rejecting these and eventually imposing an Instalment Plan ("IP") for monthly payments from October 2023 to October 2024 for 100% of the assessment amounts. Four payments were made under this IP up to January 2024. The IP was revised in June 2024, and again in August 2025, with monthly payments scheduled up to December 2025 and payment of the remaining balance subject to agreement. Payments of US$1.10 million were made in 2023, US$0.43 million in 2024 and US$0.13 million for the period January to June 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. Provision had been made at 31 December 2024 for interest on non-objected amounts, but all unpaid interest was subsequently waived by the TRA in June 2024 and the provisions released.

 

The claims detailed above total US$10.31 million, of which US$1.90 million has been paid or waived and US$2.33 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 Other payables.

 

The information usually required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the grounds that it can be expected to prejudice seriously the outcome of the tax assessments.

 

14.    Related party transactions

 

During the period under review, the Group received a further US$0.75 million under the funding facility with Eclipse Investments LLC, a significant shareholder in Aminex PLC. Apart from this, there have been no material changes in the related party transactions affecting the financial position or the performance of the Group in the period since publication of the 2024 Annual Report.

 

15.    Post balance sheet events

        

There are no post balance sheet events to report.

 

16.    Statutory information

 

The financial information to 30 June 2025 and 30 June 2024 is unaudited and does not constitute statutory financial information.  The information given for the year ended 31 December 2024 does not constitute the statutory accounts within the meaning of Part 6, Chapter 4 of the Companies Act 2014.  The statutory accounts for the year ended 31 December 2024 have been filed with the Companies Registration Office in Ireland. This announcement will be made available at the Company's registered office at Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18 and at the office of Aminex's UK subsidiary company, Aminex Petroleum Services Ltd., at 20-22 Wenlock Road, London, N1 7GU.