Deltic Energy PLC - Interim Results

Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural Resources

24 September 2025

Deltic Energy Plc ("Deltic" or "the Company")

Interim Results

Deltic Energy Plc ("Deltic" or the "Company"), the AIM-quoted natural resources investing company with a high impact exploration and appraisal portfolio focused on the Southern North Sea ("SNS") is pleased to announce its unaudited interim results for the six months ended 30 June 2025, which are summarised below.

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Chairman's Statement

This is clearly a time for reflection on our company and our industry.

Cluff Natural Resources, then Deltic, formed a very simple business plan that was not able to be followed previously:

Build a small team of capable and experienced people; sieve the publicly available data; seismic data, well data and relinquishment reports; identify overlooked attractive prospects and acquire licences with minimal commitments; mature prospects and present them to operators who will find them attractive and 'buy' an interest through covering costs.

Then, do it again.

This led to drilling two exploration prospects and having two discoveries; two out of two, an impressive record in the North Sea.

We saw government figures showing a decline in demand for oil and gas but production decline outpacing this and an increased reliance on imports. We aimed to be part of the transition maximising domestic production and minimising imports.

Unfortunately, while assessing subsurface risk in our prospect work, we underestimated the impact of the risk that undermined our business plan. Hostile policy across several governments reduced investor confidence and cut off the supply of licences and capital.

On 30 June 2025, the boards of Rockrose Energy Limited ("Viaro Bidco") a wholly owned subsidiary of Viaro Energy Limited ("Viaro Energy") and Deltic announced that they had reached agreement on the terms of a recommended cash offer for the entire issued share capital of Deltic (the "Acquisition"). Recommending the sale of the Company to an organisation with a different business model and greater financial capacity was the obvious solution and that's where we stand today.

We are very proud of our achievements to date and will watch closely as the Selene and Pensacola discoveries are matured and hopefully taken into production, producing much needed natural gas for the benefit of the UK.

Mark Lappin

Chairman

24 September 2025

CEO Statement

The uncertainty surrounding the UK Government's policy position continues to damage the UK's domestic E&P industry and undermine investor confidence in the sector as we continue to wait on the outcome of ongoing consultations in relation to the future of licensing on the UK Continental Shelf and the fiscal regime.

During the first half of 2025, it became clear that Deltic's exploration focussed strategy, which relied on access to further equity capital to drive the progression of assets up the value chain through farm-out, discovery and ultimately development, was no longer sustainable in the current business environment.  

It was against this backdrop that the Deltic Board welcomed the proposed Acquisition of Deltic by Viaro Bidco, a wholly owned subsidiary of Viaro Energy.  The Acquisition provides a way forward for the Selene asset, giving our licence partners and regulators some certainty around the future of that asset and the rest of the Deltic portfolio.

At the Court Meeting held on 28 August 2025, Deltic shareholders voted overwhelmingly to approve the acquisition of Deltic by Viaro Bidco.  Transaction completion, which is still subject to certain regulatory consents, is currently expected in early Q4 of 2025, after which the shares of Deltic Energy Plc will be cancelled from trading on AIM.

Deltic has consistently punched above its weight and has achieved more than any other small explorer over the same period as evidenced by the farm-outs to Shell, and others, and a 100% drilling success rate which delivered two major gas discoveries in the Southern North Sea.  I'm immensely proud of what we've managed to achieve at Deltic, and Cluff Natural Resources before that, and would like to thank all those that have supported the business over the years as well of course as the Deltic team which has worked so hard to progress our strategy.

Andrew Nunn

Chief Executive Officer

24 September 2025

Operating Review

During the period the team has continued to support Shell UK Ltd, in its role as Operator of Licence P2437, containing the Selene discovery.  Work during the period has had a particular focus on the analysis of core samples collected during drilling operations and preparation for re-processing of the legacy 3D seismic data over the area.  The Deltic team remains fully integrated into these processes and will be critical in ensuring a smooth handover of the Selene project to Viaro Energy, upon completion of the Acquisition.  

Similarly on the Blackadder area, Licence P2672, the team has been laying the groundwork for the re-processing of a complex collection of legacy 3D surveys to further de-risk the Blackadder opportunity. 

The Dewar licence, P2646, has remained in care and maintenance mode, and will likely remain so, until clarification on issuing new development consents is provided by the UK government.

Andrew Nunn

Chief Executive Officer

24 September 2025

Qualified Person

Andrew Nunn, a Chartered Geologist and Chief Operating Officer of Deltic, is a "Qualified Person" in accordance with the Guidance Note for Mining, Oil and Gas Companies, June 2009 as updated 21 July 2019, of the London Stock Exchange. Andrew has reviewed and approved the information contained within this announcement.

Financial Review

Overview

The Company started the year with a cash balance of £1.4 million and ended the period to 30 June 2025 with a cash balance of £0.3 million. On 30 June 2025, the boards of Viaro Bidco and Deltic announced that they had reached agreement on the terms of the Acquisition, intended to be implemented by way of a court-sanctioned scheme of arrangement. At the Court Meeting held on 28 August 2025, Deltic shareholders voted overwhelmingly to approve the acquisition of Deltic by Viaro Bidco.  Transaction completion, which is still subject to certain regulatory consents, is currently expected in early Q4 of 2025, after which Deltic Energy Plc's shares will be cancelled from trading on AIM.

To support the Company's liquidity position during the period to completion of the Acquisition, on 30 June 2025, Deltic entered into a two-year term loan with Viaro Bidco whereby Viaro Bidco has agreed to make available to the Company funding of £2.7 million ("Term Loan") which will be available to be used to settle £1.3 million of current liabilities that are due to Shell and for general corporate and working capital purposes. The Term Loan is unsecured and interest accrues at a rate of 10 per cent. per annum on the principal drawn down. The Term Loan had not been drawn down in the period to 30 June 2025.

Income Statement

The Company incurred a loss in the six months to 30 June 2025 of £1.0 million compared with a loss of £1.3 million, before the impairment of Pensacola, for the comparable period in 2024. Administrative expenses of £0.9 million (1H 2024: £1.5 million) were incurred during the period.

In the prior period to 30 June 2024, the Company recognised an impairment in the period of £18.0 million resulting from the decision to notify the partners of Licence P2252 of the Company's intention to withdraw from the Pensacola licence.

In the prior period to 30 June 2024, Deltic farmed out a 25% interest in Licence P2437, containing the Selene Prospect, to Dana. Dana paid the Company £1.1 million in cash on completion in relation to back costs incurred by Deltic. The Company recognised a gain in the period to 30 June 2024 of £0.1 million on the farm out of Licence P2437 to Dana which is included as other operating income.

Finance costs of less than £0.1 million (1H 2024: £0.0 million) were paid on the deferred repayment agreement agreed with the Pensacola JV.  Deltic has 24 months from September 2024 to repay £0.9 million due to the JV. The deferred payment terms include a non-compounding interest of Bank of England Base Rate plus 8%, repayable quarterly in arrears commencing in December 2024.

The Company has recognised income tax income in the period of less than £0.1 million (1H 2024: payable less than £0.1 million).

Balance Sheet

The value of exploration assets increased by £0.3 million during the period to 30 June 2025 to £2.2 million (31 December 2024: £1.9 million), mainly reflecting further spend on the Selene discovery.

The Property, Plant and Equipment increase reflects the new office lease valuation of £0.5 million that was entered into on 4 April 2025. The Company entered into a new five-year office lease for its current registered office. The lease commenced on 28 April 2025, with a two year break clause on 28 April 2027.  Annual rent of £0.1 million is payable quarterly in advance.

The Company's cash position at 30 June 2025 was £0.3 million (31 December 2024: £1.4 million), with the £1.1 million decrease in the period arising from general and administrative costs and investment in post Selene discovery operational costs.

Total current liabilities, which include short-term creditors, accruals, provisions and lease liabilities increased by £0.4 million to £2.0 million (31 December 2024: £1.6 million). Other payables and accruals of £1.9 million (31 December 2024: £1.6 million) mainly represent the overspend on the Selene well in 2024 which resulted in unexpected costs being allocated to the Company.   This cost overrun on the Selene well resulted in additional costs, recognised in 2024, as £1.3 million net to Deltic. The Company plans to pay the Selene liabilities from the Term Loan in Q4 2025. A further £0.5 million current liabilities are recognised for general and administrative costs including £0.2 million that will be recoverable from Viaro Bidco as part of a Cost Coverage Agreement whereby Viaro Bidco will pay certain costs incurred by the Company in connection with the Acquisition.

Cash Flow

As at 30 June 2025, the Company held cash and cash equivalents totalling £0.3 million (31 December 2024: £1.4 million). The Company had a net cash outflow for the period of £1.2 million (1H 2024: £1.8 million).

A net cash outflow from operating activities of £1.1 million (1H 2024: £1.3 million) was incurred for general and administrative costs. 

Net cash of £0.1 million was used in investing activities (1H 2024: £1.6 million). Bank interest of £0.1 million (1H 2024: £0.1 million) was earned on short term high interest-bearing deposits.

Net cash of £0.1 million (1H 2024: £0.1 million) was used for financing activities mainly on the Pensacola JV deferred repayment agreement.

Going Concern

The Directors have completed the going concern assessment, including considering cash flow forecasts up to Q3-2026, sensitivities, and stress tests to assess whether the Company is a going concern.

On 30 June 2025, the boards of Viaro Bidco and Deltic announced that they had reached agreement on the terms the Acquisition, intended to be implemented by way of a court-sanctioned scheme of arrangement. At the Court Meeting held on 28 August 2025, Deltic shareholders voted overwhelmingly to approve the acquisition of Deltic by Viaro Bidco.  Transaction completion, which is still subject to certain regulatory consents, is currently expected in early Q4 of 2025, after which Deltic Energy Plc's shares will be cancelled from trading on AIM.

To support the Company's liquidity position during the period to completion of the Acquisition, on 30 June 2025, Deltic entered into a two-year term loan with Viaro Bidco whereby Viaro Bidco has agreed to make available to the Company funding of £2.7 million ("Term Loan") which will be available to be used to settle £1.3 million of current liabilities that are due to Shell and for general corporate and working capital purposes. The Term Loan is unsecured and interest will accrue at a rate of 10 per cent. per annum on the principal drawn down.

Viaro Bidco has also undertaken to pay, or procure the payment of, certain costs reasonably and properly incurred by Deltic in connection with the Acquisition.  The costs undertaking is capped at a maximum aggregate amount of £650,000. The Company does not expect the costs associated with the Acquisition to be more than £650,000.  

In the absence of the Acquisition completing, the Directors anticipate that the Company would be required to raise additional capital in the going concern period to:

1)    Settle any amount drawn down under the £2.7 million Term Loan, which may include the repayment of the £1.3 million Shell current liabilities;

2)    Continue to fund the Company's share of the Selene work program until value can be realised from the Selene asset; and

3)    Cover the Company's general corporate operating costs.

Against this backdrop, the Directors believe that the Acquisition represents certainty for Deltic's Shareholders in relation to the future of the Company.  The Directors also believe that, in the absence of alternative funding to the Term Loan and the Acquisition progressing, the Company would be in an extremely challenging financial position and the Directors may have no option but to place the Company into administration. Should administrators be appointed, it is not known how much, if any, value would be returned to Shareholders.

These circumstances represent a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, having regard to the availability of the Term Loan entered into on 30 June 2025 and the cost coverage arrangements referred to above, the Directors have a reasonable expectation that the Company will have adequate resources to continue in existence to at least the period prior to completion of the Acquisition.  Accordingly, the interim financial statements have been prepared on a going concern basis. 

Sarah McLeod

Chief Financial Officer

24 September 2025

UNAUDITED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE LOSS

For the period ended 30 June 2025

UNAUDITED BALANCE SHEET

As at 30 June 2025

UNAUDITED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2025

UNAUDITED STATEMENT OF CASH FLOWS

For the period ended 30 June 2025

NOTES TO THE FINANCIAL INFORMATION

For the period ended 30 June 2025

1.    GENERAL

The interim financial information for the period to 30 June 2025 is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

2.    ACCOUNTING POLICIES

The interim financial information in this report has been prepared on the basis of the accounting policies set out in the audited financial statements for the year ended 31 December 2024 together with new and amended standards applicable to periods commencing 1 January 2025 (which have no material impact on the financial statements), which complied with UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006, and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted International Accounting Standards (IAS).

UK adopted IAS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the UK Endorsement Board since January 2021 (previously the European Commission).

The financial information has been prepared on the basis of IFRS that the Directors expect to be applicable as at 31 December 2025, with the exception of IAS 34 Interim Financial Reporting.

The condensed financial information for the period ended 31 December 2024 set out in this interim report does not comprise the Group's statutory accounts as defined in section 434 of the Companies Act 2006.

The statutory accounts for the year ended 31 December 2024, which were prepared under UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006, and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted IAS, have been delivered to the Registrar of Companies. The auditors reported on these accounts; their report was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

Going Concern

The Directors have completed the going concern assessment, including considering cash flow forecasts up to Q3-2026, sensitivities, and stress tests to assess whether the Company is a going concern.

On 30 June 2025, the boards of Viaro Bidco and Deltic announced that they had reached agreement on the terms the Acquisition, intended to be implemented by way of a court-sanctioned scheme of arrangement. At the Court Meeting held on 28 August 2025, Deltic shareholders voted overwhelmingly to approve the acquisition of Deltic by Viaro Bidco.  Transaction completion, which is still subject to certain regulatory consents, is currently expected in early Q4 of 2025, after which Deltic Energy Plc's shares will be cancelled from trading on AIM.

To support the Company's liquidity position during the period to completion of the Acquisition, on 30 June 2025, Deltic entered into a two-year term loan with Viaro Bidco whereby Viaro Bidco has agreed to make available to the Company funding of £2.7 million ("Term Loan") which will be available to be used to settle £1.3 million of current liabilities that are due to Shell and for general corporate and working capital purposes. The Term Loan is unsecured and interest will accrue at a rate of 10 per cent. per annum on the principal drawn down.

Viaro Bidco has also undertaken to pay, or procure the payment of, certain costs reasonably and properly incurred by Deltic in connection with the Acquisition.  The costs undertaking is capped at a maximum aggregate amount of £650,000. The Company does not expect the costs associated with the Acquisition to be more than £650,000. 

In the absence of the Acquisition completing, the Directors anticipate that the Company would be required to raise additional capital in the going concern period to:

1)    Settle any amount drawn down under the £2.7 million Term Loan, which may include the repayment of the £1.3 million Shell current liabilities;

2)    Continue to fund the Company's share of the Selene work program until value can be realised from the Selene asset; and

3)    Cover the Company's general corporate operating costs.

Against this backdrop, the Directors believe that the Acquisition represents certainty for Deltic's Shareholders in relation to the future of the Company.  The Directors also believe that, in the absence of alternative funding to the Term Loan and the Acquisition progressing, the Company would be in an extremely challenging financial position and the Directors may have no option but to place the Company into administration. Should administrators be appointed, it is not known how much, if any, value would be returned to Shareholders.

These circumstances represent a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, having regard to the availability of the Term Loan entered into on 30 June 2025 and the cost coverage arrangements referred to above, the Directors have a reasonable expectation that the Company will have adequate resources to continue in existence to at least the period prior to completion of the Acquisition.  Accordingly, the interim financial statements have been prepared on a going concern basis.  

3.    LOSS PER SHARE

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Given the Company's reported loss for the period, share options and warrants are not taken into account when determining the weighted average number of ordinary shares in issue during the year and therefore the basic and diluted loss per share are the same.

Basic and diluted loss per share

4.    INTANGIBLE ASSETS

In the year to 31 December 2024, aggregate cash proceeds arising from the farm-out of the Selence licence to Dana during the period amounted to £1,091,345, including a foreign exchange gain of £10,082.  An amount of £922,933 was deducted from exploration and evaluation assets, being the previously capitalised relating to the licence. The surplus of the proceeds over the carrying value amount to £108,987 and was recognised as a gain on disposal in the year to 31 December 2024.

In the year to 31 December 2024, the Company recognised an impairment in the year of £18.0 million resulting from the decision to notify the partners of License P2252 of the Company's intention of withdraw from the Pensacola licence and a write down of £0.4 million was recognised in the year to 31 December 2024 resulting from the relinquishment of P2542 (Syros).

5.    TRADE AND OTHER PAYABLES

Included within other payables and accruals is £1.3 million (2024: £1.3 million) payable to Shell relating to the overspend on the Selene well which has resulted in unexpected costs being allocated to the Company.

6.    LEASE ARRANGEMENTS

 Right of use assets

The Company uses leasing arrangements for its office for which a right of use asset is included in property, plant and equipment. When a lease begins, a liability and right of use asset are recognised based on the present value of future lease payments. The movements in the right of use asset are presented under the office lease category. During the period, the Company entered into a new lease for their office premises.

Lease liabilities

7.    SHARE CAPITAL

a)    Share Capital

The Company has one class of ordinary share which carries no right to fixed income nor has any preferences or restrictions attached.

                Issued and fully paid:

8.    COPIES OF INTERIM REPORT

     Copies of the interim report are available to the public free of charge from the Company at Deltic Energy Plc, First Floor, 150 Waterloo Road, London, SW1P 3JS during normal office hours, Saturdays and Sundays excepted, for 14 days from today and will shortly be available on the Company's website at www.delticenergy.com.  

Investing Policy

In addition to the development of the North Sea Oil & Gas assets Deltic Energy Plc has acquired to date, the Company proposes to continue to evaluate other potential oil & gas and mining projects globally in line with its investing policy, as it aims to build a portfolio of resource assets and create value for shareholders.

As disclosed in the Company's AIM Admission Document in May 2012, the Company's Investment Policy is as follows:

The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; either in companies, partnerships or joint ventures; or direct interests in oil & gas and mining projects. It is not intended to invest or trade in physical commodities except where such physical commodities form part of a producing asset. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

The Board initially intends to focus on pursuing projects in the oil & gas and mining sectors, where the Directors believe that a number of opportunities exist to acquire interests in attractive projects. Particular consideration will be given to identifying investments which are, in the opinion of the Directors, underperforming, undeveloped and/or undervalued, and where the Directors believe that their expertise and experience can be deployed to facilitate growth and unlock inherent value.

The Company will conduct initial due diligence appraisals of potential projects and, where it is believed further investigation is warranted, will appoint appropriately qualified persons to assist with this process. The Directors are currently assessing various opportunities which may prove suitable although, at this stage, only preliminary due diligence has been undertaken.

It is likely that the Company's financial resources will be invested in either a small number of projects or one large investment which may be deemed to be a reverse takeover under the AIM Rules. In every case, the Directors intend to mitigate risk by undertaking the appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval.

Investments in early stage and exploration assets are expected to be mainly in the form of equity, with debt being raised later to fund the development of such assets. Investments in later stage projects are more likely to include an element of debt-to-equity gearing. Where the Company builds a portfolio of related assets, it is possible that there may be cross holdings between such assets.

The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the management or representation on the Board of an entity in which the Company invests with a view to improving the performance and use of its assets in such ways as should result in an upward re-rating of the value of those assets.

Given the timeframe the Directors believe is required to fully maximise the value of an exploration project or early-stage development asset, it is expected that the investment will be held for the medium to long term, although disposal of assets in the short term cannot be ruled out in exceptional circumstances.

The Company intends to deliver Shareholder returns principally through capital growth rather than capital distribution via dividends, although it may become appropriate to distribute funds to Shareholders once the investment portfolio matures and production revenues are established.

Given the nature of the Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of its net asset value.

The Directors consider that as investments are made, and new investment opportunities arise, further funding of the Company will be required.

Forward looking statements

This interim report contains certain forward-looking statements that are subject to the usual risk factors and uncertainties associated with the oil and gas exploration and production business. Whilst the Directors believe the expectation reflected herein to be reasonable in light of the information available up to the time of their approval of this report, the actual outcome may be materially different owing to factors either beyond the Company's control or otherwise within the Company's control but, for example, owing to a change of plan or strategy. Accordingly, no reliance may be placed on the forward-looking statements.

**ENDS**