30 September 2026
Coastal Africa Group Limited (‘Coastal’ or the ‘Company’)
Half Year Report
Coastal Africa Group Limited (AIM:CAGL), the AIM quoted investing company focused on the oil and gas sector, energy infrastructure, energy services and energy assets across West Africa, announces its unaudited interim results for the period from incorporation on 30 December 2025 to 30 June 2026.
The Company was admitted to AIM on 10 June 2026 with £27,361,600 of gross funding to pursue acquisitions and investments across the West African energy sector.
Corporate Overview
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Admission of the Company’s ordinary shares to trading on AIM on 10 June 2026 (AIM: CAGL) |
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Subscription for 10,783,627 new ordinary shares at 161 pence per share, raising gross proceeds of £17,361,600 |
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£10,000,000 of convertible loan notes issued to BP Oil International Limited, alongside an exclusivity agreement for the offtake and marketing of crude oil and condensate |
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Group structure established, with subsidiaries in Nigeria, the Marshall Islands and England and Wales |
Financial Overview
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Cash and cash equivalents of £26,147,100 at 30 June 2026 |
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Loss for the period of £1,896,400, including £901,200 of costs of Admission charged to profit and loss |
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£563,200 of share issue costs deducted from equity |
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Basic and diluted loss per share of 1.56 pence |
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Post period end, interest on the convertible loan notes for 10 June to 1 September 2026 was settled in kind by the issue of £166,800 of further loan notes |
Conrad Clauson, Chief Executive Officer of Coastal, said:
“Our admission to AIM and the backing of BP Oil have given Coastal a strong balance sheet and a clear mandate. Since Admission the team has been very actively assessing a pipeline of high-quality opportunities across West Africa, and I am excited by what we are seeing. We remain disciplined in our approach and look forward to concluding a successful first investment in the near future, delivering value for our shareholders.”
For further information, please contact:
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Conrad Clauson (CEO)
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Coastal Africa Group Limited
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Via Celicourt
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Stuart Gledhill Richard Hail Caroline Rowe Devik Mehta
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S.P. Angel Corporate Finance LLP (Nominated Adviser and Broker) |
Tel: +44 (0)20 3470 0470 |
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Philip Dennis Mark Antelme Kathleen Beams |
Celicourt Communications (Financial PR)
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Tel: +44 (0)20 7770 6424 |
Chairman’s Statement
I am pleased to present the Company’s first interim results since its admission to AIM on 10 June 2026. The period covers the Company’s formation and admission, and the establishment of the team and structure through which it will pursue its strategy of acquiring and investing in companies and assets in the West African energy sector.
Admission and funding
On Admission the Company raised gross proceeds of £17,361,600 through a subscription for 10,783,627 new ordinary shares at 161 pence per share. BP Oil International Limited subscribed for £10,000,000 of convertible loan notes due 2030, which bear interest at Compounded Daily SONIA plus 3.00% and are convertible at 120% of the Admission price. The Company also entered into an exclusivity agreement with BP Oil for the offtake and marketing of crude oil and condensate. Together these give the Company a strong funding base from which to pursue acquisitions and minority investment in line with our investment policy.
Investment activity
Following Admission, the Company incurred £288,000 of transactional due diligence costs, comprising NUPRC data and licence guarantee fees, as it evaluated opportunities in Nigeria.
Financial Review
The Company reports a loss after taxation of £1,896,400 for the period from incorporation on 30 December 2025 to 30 June 2026. This includes £901,200 of costs of Admission charged to profit and loss and £978,400 of administrative expenses. A further £563,200 of costs directly attributable to the issue of new shares, including a subscription commission of £500,000 withheld at source, has been deducted from equity.
Finance income of £68,400 comprises £17,600 of interest on the Company’s sterling treasury deposits and a £50,800 fair value gain on the embedded derivative in the convertible loan notes. Finance costs of £85,200 comprise £65,500 of interest on the convertible loan notes from 10 June 2026 under the effective interest method, (being £40,200 of contractual interest and £25,300 of unwinding of the discount on the host debt), and £19,700 of issue costs allocated to the embedded derivative (note 6 and 13). Interest for the period to 1 September 2026 was settled after the period end by the issue of £166,800 of further loan notes.
At 30 June 2026 the Company held cash and cash equivalents of £26,147,100. Subscription monies of £1,110,000 due from Coastal Executive Services Ltd., a related party of the Chief Executive, were outstanding at the period end. These were the only Subscription monies outstanding at 30 June 2026. On 2 September 2026 the Board extended the date for payment to 31 October 2026, with interest at 9% a year from 9 August 2026. The independent Directors consider the terms of the extension fair and reasonable insofar as shareholders are concerned.
Outlook
The Company is well funded, with liquid resources sufficient to cover budgeted costs for well beyond the next twelve months. The Board’s focus is on identifying and executing acquisitions and minority investments set out in the Admission Document.
I would like to thank our shareholders, BP Oil and our advisers for their support through Admission, and the Board and management team for their work during this formative period.
Peter Kimpel
Non-Executive Chair
September 2026
Coastal Africa Group Limited
Interim results
For the period from incorporation on 30 December 2025 to 30 June 2026
Statement of profit or loss and other comprehensive income
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Note |
Period ended 30 June 2026 |
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(unaudited) |
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£’000 |
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CONTINUING OPERATIONS |
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Administrative expenses |
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(978.4) |
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Costs of Admission |
7 |
(901.2) |
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OPERATING LOSS |
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(1,879.6) |
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Finance income |
6 |
68.4 |
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Finance costs |
6 |
(85.2) |
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LOSS BEFORE INCOME TAX |
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(1,896.4) |
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Income tax |
9 |
– |
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LOSS FOR THE PERIOD |
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(1,896.4) |
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Other comprehensive income |
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Items that will not be reclassified to profit or loss: exchange differences on translation to presentation currency |
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94.8 |
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TOTAL COMPREHENSIVE LOSS FOR THE PERIOD |
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(1,801.6) |
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LOSS PER SHARE |
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- Basic and diluted (pence) |
10 |
(1.56) |
Statement of financial position
As at 30 June 2026
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Note |
30 June 2026 |
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(unaudited) |
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£’000 |
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ASSETS |
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NON-CURRENT ASSETS |
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Loans to Directors and senior management |
12 |
1,080.0 |
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CURRENT ASSETS |
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Cash and cash equivalents |
11 |
26,147.1 |
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Other receivables |
12 |
1,110.0 |
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TOTAL ASSETS |
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28,337.1 |
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EQUITY |
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SHAREHOLDERS’ EQUITY |
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Share capital |
12 |
19,331.0 |
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Translation reserve |
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94.8 |
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Retained earnings |
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(1,896.4) |
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TOTAL EQUITY |
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17,529.4 |
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LIABILITIES |
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NON-CURRENT LIABILITIES |
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Convertible loan notes |
13 |
9,951.0 |
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CURRENT LIABILITIES |
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Trade and other payables |
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856.7 |
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TOTAL LIABILITIES |
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10,807.7 |
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TOTAL EQUITY AND LIABILITIES |
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28,337.1 |
Statement of changes in equity
For the period from incorporation on 30 December 2025 to 30 June 2026
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Share capital |
Translation reserve |
Retained earnings |
Total |
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£’000 |
£’000 |
£’000 |
£’000 |
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Unaudited |
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At 30 December 2025 (incorporation) |
– |
– |
– |
– |
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Loss for the period |
– |
– |
(1,896.4) |
(1,896.4) |
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Other comprehensive income: exchange differences on translation |
– |
94.8 |
– |
94.8 |
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Issue of shares before Admission |
2,532.6 |
– |
– |
2,532.6 |
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Issue of shares on the Subscription |
17,361.6 |
– |
– |
17,361.6 |
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Costs in respect of shares issued |
(563.2) |
– |
– |
(563.2) |
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At 30 June 2026 |
19,331.0 |
94.8 |
(1,896.4) |
17,529.4 |
Statement of cash flows
For the period from incorporation on 30 December 2025 to 30 June 2026
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Note |
Period ended 30 June 2026 |
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(unaudited) |
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£’000 |
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Operating activities |
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Loss before income tax |
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(1,896.4) |
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Finance income |
6 |
(68.4) |
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Finance costs |
6 |
85.2 |
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Increase in trade and other payables |
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767.4 |
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Net cash used in operating activities |
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(1,112.2) |
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Investing activities |
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Interest received |
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17.6 |
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Net cash generated from investing activities |
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17.6 |
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Financing activities |
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Issue of share capital |
12 |
17,299.1 |
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Costs in respect of share issue |
7 |
(14.2) |
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Proceeds from convertible loan notes, net of issue costs |
13 |
9,956.8 |
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Net cash generated from financing activities |
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27,241.7 |
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Net increase in cash and cash equivalents |
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26,147.1 |
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Cash and cash equivalents at start of period |
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– |
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Cash and cash equivalents at end of period |
11 |
26,147.1 |
The interim financial statements above are a draft prepared on an IFRS basis. They adjust the cash-basis management accounts in Appendix A4 for share issue costs, the Convertible Loan Notes, accrued costs and the unpaid Subscription monies. Under AIM Rule 18, the half-yearly report must be prepared in a form consistent with the Company's annual accounts and published within three months of the period end. References to the "Admission Document" are to the Company's AIM admission document dated 4 June 2026.
Coastal Africa Group Limited (the "Company") was incorporated in the British Virgin Islands on 30 December 2025 as a BVI business company with registered number 2197556. Its registered office is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands. The Company and its subsidiaries are together the "Group".
The Company's ordinary shares of no par value were admitted to trading on AIM, a market operated by the London Stock Exchange, on 10 June 2026 ("Admission") under the ticker CAGL. On Admission the Company issued 10,783,627 new ordinary shares at 161 pence per share (the "Subscription"), raising gross proceeds of £17,361,600. BP Oil International Limited ("BP Oil") also subscribed on Admission for £10,000,000 of convertible loan notes (the "Convertible Loan Notes", note 13). The Company has a nominated adviser and broker.
The Company is an investing company for the purposes of the AIM Rules. Its objective is to acquire and manage companies or assets in the energy sector, with a primary focus on oil and gas, energy infrastructure and energy services in West Africa. The Company has three wholly owned subsidiaries, none of which has traded to date:
The interim financial information for the period from incorporation on 30 December 2025 to 30 June 2026 has not been audited or reviewed by the Company's auditor. As this is the Company's first reporting period, no comparative information is presented. The Admission Document states that all future financial information of the Company will be prepared in accordance with UK-adopted international accounting standards ("IFRS"). The interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as contained in UK-adopted international accounting standards, under the historical cost convention and using the accounting policies in note 3. The Directors expect to adopt those policies in the Company's first annual financial statements, for the period from incorporation to 31 December 2026, the Company's accounting reference date.
Presentation currency
The Admission Document states that the Company will present its financial statements in pounds sterling. The interim financial information is therefore presented in pounds sterling, rounded to the nearest hundred pounds (£’000 to one decimal place). The functional currency of the Company and each of its subsidiaries is the US dollar (note 4), and the accounting records are maintained in US dollars; balances and transactions are translated at 1.27 USD/GBP, and totals may not cast exactly because of rounding.
Going concern
In the Admission Document the Directors stated that, taking into account the net proceeds of the Subscription and the Convertible Loan Notes, the Group's working capital is sufficient for at least 12 months from Admission. At 30 June 2026 the Group held total liquid funds of £26,147,100. The Convertible Loan Notes are repayable in June 2030 unless converted, or earlier at 120% of principal on an event of default (note 13).
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of this financial information. They therefore consider it appropriate to adopt the going concern basis.
The policies below are those the Directors propose to apply in the half-yearly report. The policy on share issue and listing costs has a material effect on the presentation of the costs of Admission and is set out in full.
Share issue and listing costs
Incremental costs directly attributable to the issue of new equity instruments are accounted for as a deduction from equity in accordance with IAS 32.37. Because the Company's shares have no par value, the deduction is made from share capital. A cost is incremental only if it would not have been incurred had the shares not been issued (IFRS 9, Appendix A). Such costs include placing and subscription commissions; fees paid to legal advisers, reporting accountants and other advisers for work directly related to the offer; admission document production costs; and regulatory filing fees and transfer taxes relating to the new shares (IFRS 9.B5.4.8).
Costs of admitting shares already in issue to trading are not costs of issuing equity and are recognised in profit or loss. General corporate advisory fees, investor relations and marketing costs, internal management costs and other costs that would have been incurred had the shares not been issued are also recognised in profit or loss, as are the costs of any share issue that is abandoned.
Where costs relate jointly to the issue of new shares and the admission of existing shares, they are allocated between the two on a basis that is rational and consistent with similar transactions (IAS 32.38). The Company allocates joint costs by reference to the number of new shares issued as a proportion of the total number of shares admitted to trading. On Admission, the 10,783,627 new shares represented 7.94% of the 135,783,627 shares admitted. Only that portion of joint costs is deducted from equity; the balance is recognised in profit or loss. The deduction is available because new shares were issued, not because of Admission itself.
Convertible loan notes
The Convertible Loan Notes are denominated in sterling, which is not the functional currency of the Company (US dollar). The conversion option therefore fails the 'fixed-for-fixed' condition in IAS 32.16(b)(ii), because a fixed number of shares would be issued for a variable amount of US dollars, and is classified as a derivative financial liability rather than as equity. The conversion option, together with the Company's call option and the holders' put options at 120% of principal, is separated from the host debt contract as a single compound embedded derivative and measured at fair value through profit or loss. The embedded derivative is measured first at fair value and the host debt contract is recognised initially at the residual proceeds, net of the transaction costs allocated to it (transaction costs allocated to the embedded derivative are expensed), and subsequently at amortised cost, with interest recognised as a finance cost using the effective interest method. No equity component is recognised. On conversion, the carrying amounts of the host debt contract and the conversion option are transferred to share capital.
Foreign currency
Transactions in currencies other than an entity's functional currency are translated at the rate on the date of the transaction. Monetary assets and liabilities are retranslated at the period-end rate, with exchange differences recognised in profit or loss. The results of Group entities with a functional currency other than the presentation currency are translated at average rates, with translation differences recognised in other comprehensive income. The functional currency of the Company and each of its subsidiaries is the US dollar. The interim financial information is translated into the sterling presentation currency at a single rate of 1.27 USD/GBP, and naira balances at 1,349.07 NGN/USD. Share capital is translated at the rate on the date of issue. The resulting difference of £94,800, which arises because the $2,000,000 received from PK Investments Ltd for shares issued before Admission is translated at 1.27 while the shares were issued for £1,480,000 (at 1.35), is recognised in other comprehensive income and accumulated in a translation reserve (note 7). The Directors consider that using transaction-date and average rates for other balances would not produce a materially different result for the period.
Finance income
Interest income is recognised as it accrues using the effective interest method (IFRS 9). The management accounts recognise interest only on receipt, so interest accrued on deposits open at 30 June 2026 is not recognised (note 6).
Cash and cash equivalents and short-term deposits
Cash and cash equivalents comprise cash at bank and deposits with an original maturity of three months or less. Deposits with an original maturity of more than three months are presented as short-term deposits and excluded from cash and cash equivalents in the statement of cash flows.
Allocation of Admission costs. Judgement is required in identifying which adviser costs are incremental and directly attributable to the issue of the new shares, and in allocating joint costs between the new shares and the existing shares admitted to trading. The allocation basis and its effect are set out in note 7.
Classification of the Convertible Loan Notes. The Convertible Loan Notes are denominated in sterling and the Company's functional currency is the US dollar. The Directors have therefore concluded that the conversion option does not meet the 'fixed-for-fixed' condition in IAS 32 and is an embedded derivative liability. Its value is driven by the Company's share price and the sterling/US dollar exchange rate, whereas the value of the host debt is driven by interest rates and the Company's credit risk. It is therefore not closely related to the host debt and is separated from it and measured at fair value through profit or loss (IFRS 9.4.3.3). The Directors have also assessed the other features of the notes. The Company may redeem the notes at 120% of principal from 10 June 2028 (Condition 7.2), and each holder may require redemption at 120% of principal following a change of control or delisting (Condition 7.3) or on an event of default (Condition 10). Because 120% of principal is not approximately equal to the amortised cost of the notes on each exercise date, these options are not closely related to the host debt (IFRS 9.B4.3.5(e)). They are therefore valued together with the conversion option as a single compound embedded derivative (IFRS 9.B4.3.4). The holder's right under clause 11.2 of the agreement to subscribe, on conversion, for additional shares at the price of any intervening share issue is priced at that issue price, and the Directors consider its fair value to be immaterial. The fair value of the embedded derivative at inception and at 30 June 2026 is a key source of estimation uncertainty. It is a Level 3 measurement because it depends on significant unobservable inputs. The payoff of the notes depends on the interaction between the Company's share price, the sterling/US dollar exchange rate, interest rates and the Company's credit spread, and on the timing of exercise: the holder may convert from 10 June 2028 until shortly before maturity on 10 June 2030, or earlier following a change of control, delisting or event of default (a change of control or delisting also reduces the conversion price), and the Company may call the notes from 10 June 2028. These risk factors and exercise decisions are therefore modelled together in a single valuation rather than by valuing the debt and the options separately. The most significant inputs are expected share price volatility, which is estimated from comparable listed companies because the Company's shares have traded only since Admission and there is no traded options market, and the credit spread used to value the host debt. The valuation uses a binomial convertible bond model that reflects the conversion and call windows; the embedded derivative is the difference between the value of the notes and the value of an equivalent note without the conversion, call and put features. All interest is assumed to be settled by the issue of further loan notes, which accrete to the principal and are themselves convertible, so that principal of £13,022,100 would be outstanding at maturity if the notes were not converted. Because the valuation uses unobservable inputs, the credit spread was calibrated so that the value of the notes at inception equals the transaction price of £10,000,000 (IFRS 13.64), and no day-one gain or loss arises. The key inputs at both 10 June and 30 June 2026 are a share price of 161 pence (the Subscription price), expected volatility of 50%, a sterling risk-free rate of 3.7% based on SONIA, a calibrated credit spread of 18.1% and no dividends. Although the shares were quoted at 200 pence at 30 June 2026, the Directors have used the Subscription price because trading since Admission has been negligible and the quoted bid-offer spread was wide (100 to 300 pence), so the quoted price is not evidence of an active market . At 30 June 2026, a share price of 200 pence would increase the fair value of the embedded derivative by £1,988,300; volatility of 35% or 65% would decrease it by £649,700 or increase it by £604,600; and a credit spread 2 percentage points lower or higher would decrease it by £201,400 or increase it by £194,600.
Functional currency. The Directors have determined under IAS 21 that the US dollar is the functional currency of the Company and each subsidiary. In reaching this conclusion they have considered that the Group's target investments, and the oil and gas revenues and costs they will generate, are priced in US dollars (IAS 21.9), notwithstanding that the Subscription and Convertible Loan Note proceeds were raised, and are largely held, in sterling (IAS 21.10) . The interim financial information is presented in sterling, as stated in the Admission Document (note 2).
Due diligence costs. Due diligence costs of £288,000 in the period relate to NUPRC data and bid licence guarantee fees. They are not costs of issuing equity and are expensed in these accounts.
Existence of deposits. The £10,000,000 transferred to a term deposit on 25 June 2026 is supported by correspondence from the bank dated 8 July 2026, which confirms a £10,000,000 term deposit maturing on 10 July 2026. The deposit was placed on 25 June 2026 and matured on 10 July 2026, an original maturity at inception of 15 days. Because its original maturity was less than three months, it is presented as a cash equivalent. Classification is based on the maturity at inception, not the remaining term at the period end.
The Board considers that the Group has a single operating segment, being investment in energy sector companies and assets in West Africa. The Group has not earned revenue from external customers. Its only income in the period is finance income of £68,400 (note 6).
Finance income of £68,400 comprises the fair value gain of £50,800 on the embedded derivative (note 13) and £17,600 of interest received on the maturity on 30 June 2026 of a £14,000,000 term deposit placed on 17 June 2026 with an original term of 13 days, an annualised yield of approximately 3.5%. A £13,700,000 term deposit placed on 30 June 2026 remained open at the period end. No interest had accrued on it at 30 June 2026. It was repaid on 14 July 2026 with interest of £17,200, an implied annual rate of approximately 3.27%, which will be recognised in the second half of the year.
Interest on the Convertible Loan Notes accrues from 10 June 2026 at Compounded Daily SONIA plus 3.00% a year, payable semi-annually in arrears. No interest is paid or accrued in the management accounts (Appendix A4). On 2 September 2026 the Company announced that interest of £166,800 for 10 June to 1 September 2026 had been paid in kind by issuing further loan notes (note 16). Pro-rating that amount by days gives interest of approximately £40,200 for 10 to 30 June 2026. That interest is the contractual element of the finance cost. Under the effective interest method the finance cost on the host debt for 10 to 30 June 2026 is £65,500, comprising the contractual interest of £40,200 and £25,300 of unwinding of the discount on the host debt (note 13). Legal costs of £19,700 allocated to the embedded derivative are expensed, and a gain of £50,800 on the change in fair value of the embedded derivative is recognised in profit or loss (note 13).
The Admission Document estimates the costs and expenses of the Subscription and Admission payable by the Company at approximately £1,098,400, excluding VAT. This equals the difference between gross proceeds of £17,361,600 and estimated net proceeds of £16,263,200. The Admission Document also discloses a commission of £500,000 payable to a placing agent (the "Placing Agent") for a subscription it introduced.
The income statement in Appendix A4 charges adviser costs to operating expenditure as they are paid. Under IAS 32 and the policy in note 3, the portion that is incremental and directly attributable to the issue of the new shares will be deducted from share capital in the half-yearly report and removed from the income statement. On this basis, the Placing Agent commission of £500,000, which is solely attributable to the new shares, is deducted from equity in full; costs relating jointly to the Subscription and Admission, including legal, reporting accountant and nominated adviser Admission fees, are allocated to equity at 7.94%; and the London Stock Exchange fee, NOMAD retainer, due diligence costs and personnel costs are recognised in profit or loss.
Gross proceeds from the Subscription (£17,361,600) and the Convertible Loan Notes (£10,000,000) totalled £27,361,600, of which £25,708,400 had been received by 30 June 2026. The difference of £1,653,200 comprises the Subscription payment of £1,110,000 outstanding from Coastal Executive Services Ltd. ("CES") for its 689,440 Subscription shares, the Placing Agent commission of £500,000 deducted at source from the Subscription proceeds, and legal costs of £43,200 relating to the Convertible Loan Notes deducted by BP Oil from the proceeds of the notes.
The translation reserve of £94,800 arises on the $2,000,000 received from PK Investments Ltd for shares issued before Admission, which is translated at 1.27 (£1,574,800) while the shares were issued for £1,480,000 (note 3).
Personnel costs for the period were £418,700 against a budget of £984,900.No board or non-executive director fees have been paid. Fees of £48,000 for 26 March to 30 June 2026, confirmed against the Directors’ letters of appointment, were unpaid at the period end and are accrued within trade and other payables. No personnel costs qualify for deduction from equity.
Non-executive directors' fees are capped at an aggregate of £500,000 a year under the Articles. Remuneration earned by each Director will be disclosed in the annual report in accordance with AIM Rule 19.
The Crest Trust holds 12,791,667 ordinary shares under a Deed of Appointment for a future management incentive scheme. No scheme existed at 3 June 2026. Any awards will be accounted for as share-based payments under IFRS 2.
No tax charge or credit arises for the period. The Group is loss-making and no deferred tax asset has been recognised in respect of tax losses, as there is insufficient evidence of future taxable profits against which they could be used.
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. The subdivision of 18 February 2026 is treated as if it had occurred at the start of the period (IAS 33.64). Later issues and the surrender of 28 May 2026 are weighted by the number of days they were outstanding. The Company has no share options or warrants. The Convertible Loan Notes are potential ordinary shares but are anti-dilutive while the Group is loss-making, so diluted loss per share equals basic loss per share.
Table 10: Loss per share. Period ended 30 June 2026.
|
|
Period ended 30 June 2026 |
|
Loss for the period (£’000) |
(1,896.4) |
|
Weighted average number of ordinary shares in issue |
121,401,010 |
|
Basic and diluted loss per share (pence) |
(1.56) |
Table 11: Cash and cash equivalents at 30 June 2026. £ thousands.
|
|
30 June 2026 |
|
Cash at bank (parent USD and GBP call accounts; Nigerian subsidiary USD and NGN accounts) |
2,447.1 |
|
Term deposit placed 30 June 2026 |
13,700.0 |
|
Term deposit placed 25 June 2026 (note 4) |
10,000.0 |
|
Deposits |
23,700.0 |
|
Cash and cash equivalents |
26,147.1 |
The £13,700,000 term deposit was placed on 30 June 2026 for a term of 14 days and repaid on 14 July 2026; as its original maturity at inception was less than three months, it is presented as a cash equivalent. The £10,000,000 term deposit placed on 25 June 2026 matured on 10 July 2026, an original term of 15 days, as confirmed by the bank on 8 July 2026, and is also presented as a cash equivalent.
As part of its treasury management, the Company places funds not immediately required, principally the proceeds of the Subscription and the Convertible Loan Notes held pending investment, on short-term deposit with its bank to earn interest while preserving liquidity. Deposits are placed for short terms, of around two weeks in the period, and rolled over on maturity, so that funds remain readily available to meet the Group's investment and working capital requirements.
The shares were issued on Admission and are included in the shares in issue in Table 12 and in the weighted average number of shares in note 10. Share capital is credited with the full Subscription price of £17,361,600, less share issue costs of £563,200 (note 7). The 100 shares issued on incorporation were issued for nominal consideration and the subdivision carried no consideration, and the 108,768 shares surrendered on 28 May 2026 were cancelled for no consideration. The shares issued before Admission comprise 6,358,768 shares subscribed by PK Investments Ltd for $2,000,000 and 4,500,000 shares subscribed at 24 pence per share for £1,080,000, funded by the interest-free Management Loan Agreements described in the Admission Document. The loans of £1,080,000 are presented as a non-current asset. At 30 June 2026, £1,110,000 was unpaid on the 689,440 Subscription shares held by Coastal Executive Services Ltd. (note 7). The amount unpaid is presented as an other receivable within current assets. The balance of £1,110,000 is due from Coastal Executive Services Ltd. No other Subscription monies were outstanding at 30 June 2026. The Coastal Executive Services Ltd. balance is due by 31 October 2026 under the extension agreed on 2 September 2026 and bears interest at 9% a year from 9 August 2026 (note 15). As it is expected to be received within twelve months, it is classified as current. The receivable is measured at amortised cost less a loss allowance for expected credit losses under IFRS 9.
Table 12: Movements in share capital.
|
|
Number of shares |
Share capital £k |
|
Issued on incorporation, 30 December 2025 |
100 |
0.0 |
|
Subdivision, 18 February 2026 (1,142,500 for 1) |
114,249,900 |
– |
|
Subscriptions before Admission: PK Investments Ltd, 19 March 2026 (6,358,768 shares); Management Loan Agreement holders, 5 to 9 March 2026 (4,500,000 shares) |
10,858,768 |
2,532.6 |
|
Surrender by PK Investments Ltd (clerical error), 28 May 2026 |
(108,768) |
– |
|
Existing ordinary shares at Admission |
125,000,000 |
2,532.6 |
|
Subscription at 161 pence, 10 June 2026 |
10,783,627 |
17,361.6 |
|
Share issue costs (note 7) |
– |
(563.2) |
|
At 30 June 2026 |
135,783,627 |
19,331.0 |
On Admission BP Oil subscribed at par for £10,000,000 of Convertible Loan Notes under an agreement dated 4 June 2026. Interest may be paid in kind: the interest for 10 June to 1 September 2026 was settled by issuing 166,812 further loan notes on the same terms, bringing the notes in issue to £10,166,800. Their principal terms are:
In the interim financial statements the Convertible Loan Notes are recognised as non-current financial liabilities, comprising the host debt and the embedded derivative. BP Oil paid net proceeds of £9,956,800, being the principal of £10,000,000 less legal costs of £43,200, which the Company bears and BP Oil deducted from the proceeds. Interest accrued to 30 June 2026 of £40,200 is included in trade and other payables. Because the notes are denominated in sterling and the Company's functional currency is the US dollar, the conversion option, together with the Company's call option and the holders' put options at 120% of principal, is an embedded derivative liability measured at fair value through profit or loss (notes 3 and 4). At inception the embedded derivative was measured first, at its fair value of £4,563,300, and the residual £5,436,700 of the proceeds was allocated to the host debt, which is measured at amortised cost using the effective interest method. The legal costs of £43,200 were apportioned on the same basis: £19,700 relating to the embedded derivative was expensed and £23,500 was deducted from the host debt, giving an initial carrying amount of £5,413,200 and an effective interest rate of 24.5% a year. The host debt is a sterling monetary liability and is retranslated into US dollars at the period-end rate, with exchange differences recognised in profit or loss. The fair value of the embedded derivative at 30 June 2026 was £4,512,500, and the gain of £50,800 on the change in its fair value since inception is recognised in profit or loss. At 30 June 2026 the host debt was carried at £5,438,500, excluding the accrued interest included in trade and other payables. Both the host debt and the embedded derivative are classified as non-current because, at 30 June 2026, the holder could not convert and the notes could not be redeemed within the following twelve months unless a change of control, delisting or event of default occurred, none of which had occurred (IAS 1.69(d) and IAS 1.76B). On conversion, the carrying amount of the host debt and the fair value of the embedded derivative immediately before conversion will be transferred to share capital, with no gain or loss recognised.
On 1 September 2026 the Company issued £166,800 of further Convertible Loan Notes in settlement of interest for the period from 10 June to 1 September 2026 (note 13). On 2 September 2026 the Board extended to 31 October 2026 the date for payment of the £1,110,000 due from Coastal Executive Services Ltd. (note 15). Both are non-adjusting events.
This financial information was approved by the Board of Directors on September 29th 2026. Under AIM Rule 18, the half-yearly report for the period ended 30 June 2026 must be published no later than 30 September 2026.
The Directors do not propose to declare a dividend for the period.
Copies of the interim results can be obtained from the Company’s website, www.coastalafrica.com.