Imperial X Plc - Final Results PR Newswire

Dear Shareholder,

Enclosed are the financial results of Imperial X Plc (“Imperial” or the “Company”) and its subsidiary (together “the Group”) for the year ended 30 June 2020.

During the year, the Company investigated a number of investment opportunities in the medical cannabis sector. These due diligence activities did not produce an opportunity the directors believed was suitable of pursuing. Part way through the year the Board, with the support of a majority of the Company’s shareholders, changed its investing strategy to focus on the Energy sector. As part of the new strategy the Company also reviewed the listing of the Company’s ordinary shares on the AQSE Growth Market and subsequent to the year suspended its listing in order to seek a re-listing on the Standard List of the .

Financial Review

The Group currently only has interest revenue and its cash reserves will be used in the short term to cover compliance costs, initial due diligence and other costs incidental to the identification and development of acquisition opportunities.

Subsequent to the year end, the Company has entered into a number of heads of agreement to acquire a platform of mineral assets, equity positions and royalty positions. The acquisitions will initiate the establishment of the Company as a new, growth-focused diversified project generator and natural resource royalty business.

In addition, the Company announced a non-brokered private placement of up to 30,000,000 new shares at a price of 2.5p per share in order to raise up to £750,000, net of expenses and which shares are to be admitted to trading on the Aquis Exchange PLC’s AQSE Growth Market together with the issuance of unsecured convertible loan notes of £500,000 principal.

The loss for the year was £369,953 (2019: £309,189). The result for the year ended 30 June 2020 consisted mainly of legal and professional fees associated with the proposed investment activities.

Financial Position

The Group’s Statement of Financial Position as at 30 June 2020 and comparatives at 30 June 2019 are summarised below:

30 June 2020 30 June 2019
£ £
Current assets 74,448 7,667
Non-current assets - -
Total assets 74,448 7,667
Current liabilities 110,024 134,272
Total liabilities 110,024 134,272
Net (liabilities)/assets (35,576) (126,605)

On behalf of the Board, I would like to record our thanks to those who have helped the Company throughout the year.

Kyler Hardy

Chief Executive Officer Imperial X Plc


Consolidated Statement of Comprehensive Income
For the year ended 30 June
2020
For the year ended 30 June
2019
Note £ £
Continuing operations
Administrative expenses (370,963) (309,248)
Finance income – interest receivable 1,010 59
Loss before taxation (369,953) (309,189)
Income tax 4 - -
Loss for the year attributable to the equity
shareholders of the parent
(369,953) (309,189)

Other comprehensive income for the year, net of tax

-

-
Total comprehensive income for the year
attributable to the equity shareholders of the parent
(369,953) (309,189)

Earnings per share
Basic and diluted loss per share attributable to the
equity shareholders of the parent (pence)

5

(0.81p)

(0.97p)

The Notes below form an integral part of these Financial Statements

Group and Company Statement of Financial Position

Company number: 06275976
Note
Group Company
As at As at 30 June 2020
£
As at 30 June 2019
£
As at
30 June 2020
£
As at30 June 2019
£

 
ASSETS
Non-current assets
Investments in subsidiaries 7 - - 10 10
Total non-current assets - - 10 10
Current assets
Trade and other receivables

8

40,018

6,335

40,018

6,335
Cash and cash equivalents 34,430 1,332 34,430 1,299
Total current assets 74,448 7,667 74,448 7,634
TOTAL ASSETS 74,448 7,667 74,458 7,644

LIABILITIES
Current Liabilities
Trade and other payables

9

110,024

134,272

111,374

135,621
Total current liabilities 110,024 134,272 111,374 135,621
TOTAL LIABILITIES 110,024 134,272 111,374 135,621
NET ASSETS (35,576) (126,605) (36,916) (127,977)

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Share capital




10




227,586




202,786




227,586




202,786
Share premium 10 1,328,534 876,297 1,328,534 876,297
Equity to be issued 10 15,200 31,215 15,200 31,215
Other reserve 112,406 161,753 112,406 161,753
Retained losses (1,719,262) (1,398,656) (1,720,602) (1,400,028)
TOTAL EQUITY (35,536) (126,605) (36,876) (127,977)

The loss for the Company for the year was £369,920 (30 June 2019: loss of £309,093). The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Statement of Comprehensive Income.

The Financial Statements were approved and authorised for issue by the Board of Directors on 23 November 2020 and were signed on its behalf by:

Kyler Hardy

Chief Executive Officer Imperial X Plc

The Notes below form an integral part of these Financial Statements.

Statement of Changes in Equity

Group                                                         Share capital Share
premium
Equity to be
issued
Shares to be issued
under options
Retained
losses
Total Equity
£ £ £ £ £ £
At 1 July 2018 202,786 876,297 27,265 1,600 (1,089,467) 18,481
Loss for the year - - (309,189) (309,189)
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - (309,189) (309,189)
Issue of ordinary shares - - - - - -
Equity to be issued - movement 3,950 3,950
Share based payments - - - 160,153 - 160,153
Balance at 30 June 2019 202,786 876,297 31,215 161,753 (1,398,656) (126,605)

   

At 1 July 2019 202,786 876,297 31,215 161,753 (1,398,656) (126,605)
Loss for the year - - (369,953) (369,953)
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - (369,953) (369,953)
Issue of ordinary shares 24,800 452,237 - - - 476,997
Equity to be issued - movement - - (16,015) (16,015)
Exercise of warrants - - - (49,347) 49,347 -
Balance at 30 June 2020 227,586 1,328,534 15,200 112,406 (1,719,262) (35,536)

   

Company                                                         Share capital Share
premium
Equity to be
issued
Shares to be issued
under options
Retained
losses
Total Equity
£ £ £ £ £ £
At 1 July 2018 202,786 876,297 27,265 1,600 (1,090,936) 17,012
Loss for the year - - (309,093) (309,093)
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - (309,093) (309,093)
Issue of ordinary shares - - - - - -
Equity to be issued - movement 3,950 3,950
Share based payments - - - 160,153 - 160,153
Balance at 30 June 2019 202,786 876,297 31,215 161,753 (1,400,029) (127,978)

   

At 1 July 2019 202,786 876,297 31,215 161,753 (1,400,029) (127,978)
Loss for the year - - (369,920) (369,920)
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - (369,920) (369,920)
Issue of ordinary shares 24,800 452,237 - - - 476,997
Equity to be issued - movement - - (16,015) (16,015)
Exercise of warrants - - - (49,347) 49,347 -
Balance at 30 June 2020 227,586 1,328,534 15,200 112,406 (1,720,602) (36,876)

The Notes below form an integral part of these Financial Statements.

Group of Company Statement of Cashflows

Group Company
Note 2020 2019 2020 2019
£ £ £ £

Cash flows from operating activities

11

(283,716)

(68,925)

(283,683)

(68,079)
Net cash used in operating activities (283,716) (68,925) (283,683) (68,079)

Cash flows from investing activities
Interest received 1,010 51 1,010 51
Interest paid            (1,122) - (1,122) -
Net cash (used in)/generated from investing
activities
(112) 51     (112) 51

Cash Flows from financing activities
Proceeds from loan notes issued - 50,000 - 50,000
Repayment of loans 446 - 446 -
Proceeds from issue of shares  316,480 -  316,480      -
Net cash generated from financing
activities
316,926 50,000 316,926 50,000

Net increase/(decrease) in cash and cash equivalents


33,098


(18,874)


33,131


(18,028)
Cash and cash equivalents at beginning
of year

1,332

20,206

1,299

19,327
Cash and cash equivalents at end of
year
34,430 1,332 34,430 1,299

Non-cash transactions

During the year, the Company issued 3,261,776 shares in settlement of consultancy fees incurred in the year and in prior years totalling £86,701.

The Notes below form an integral part of these Financial Statements.

Notes to the Financial Statements

General Information

The Company is a public limited company incorporated and domiciled in England (registered number: 06275976), which is listed on the AQSE Growth Market. The registered office of the Company is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.

Summary of significant accounting policies

The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of Preparation of Financial Statements

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available for sale financial assets at fair value through other comprehensive income.

Imperial X plc, the legal Parent, is domiciled and incorporated in the United Kingdom. The functional currency of Imperial X plc and its subsidiary undertaking is £ sterling.

The Financial Statements are presented in sterling (£), rounded to the nearest pound.

The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group and Company’s accounting policies.

Basis of consolidation

The Group Financial Statements consolidate the Financial Statements of Imperial X plc and the Financial Statements of its subsidiary undertaking made up to 30 June 2020.

Subsidiaries are entities over which the Group has control.  The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The cost of acquisition is measured as the fair value of the assets acquired, equity instruments issued, and liabilities acquired or assumed at the date of exchange. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Changes in accounting policy and disclosures

(a)   New and amended standards adopted by the Company:

Of the IFRSs and IFRICs adopted in 2020, none have had a material effect on the Group or Company’s Financial Statements. IFRS 16 Leases was adopted during the period, however the Group and Company have no leases and as such there has been no impact on the financial statements.

(b)   New and amended standards issued but not yet effective and not early adopted:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard Impact on initial application Effective date
2018-2020 Cycle Annual improvements to IFRS Standards *1 January 2020
IFRS 3 (Amendments) Business combinations *1 January 2022
IAS 37 (Amendments) Provisions, Contingent Assets and Contingent Liabilities *1 January 2022
IAS 1 (Amendments) Presentation of Financial Statements *1 January 2022

*subject to EU endorsement

Of these IFRSs and IFRICs, none are expected to have a material effect on future Group financial statements.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at hand and current and deposit balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. This definition is also used for the Statement of Cash Flows.

Financial instruments

Financial assets and financial liabilities are recognised when the Group and Company become party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual right to the cash flow expires or when all the risks and rewards of ownership are substantially transferred. Financial liabilities are derecognised when the obligations specified in the contract are either discharged or cancelled.

Financial assets

The Group and Company classify their financial assets into one of the following categories, depending on the purpose for which the asset was acquired.  The classification depends on the purpose for which the financial assets were acquired. Financial assets are either held at amortised cost, fair value through profit or loss; or fair value through other comprehensive income. Management determines the classification of its financial assets at initial recognition. The Group’s and Company’s accounting policy for each category is as follows:

(i)     Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They incorporate various types of contractual monetary assets, such as advances made to affiliated entities which give rise to other receivables and cash and cash equivalents includes cash in hand and deposits held at call with banks. Other receivables are carried at amortised cost less any provision for impairment, as the contracted cashflows solely relate to the payment of principal and interest. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty) that the Group and Company will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

Financial liabilities

The Group's financial liabilities, which consist of trade and other payables are initially stated at fair value and subsequently at their amortised cost using the effective interest method.

Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder. The number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to their initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method.

Taxation

Current tax is the tax currently payable or receivable based on the taxable loss for the year.

Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss. Deferred tax is determined using tax rates and laws that have been substantially enacted by the Statement of Financial Position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.

Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Going Concern

The Group and Company’s business activities together with the factors likely to affect their future development, performance and position are set out in the Chief Executive Officer’s Statement. In addition, Note 2 to the financial statements include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk. As part of their assessment, the Directors have also taken into account the ability to raise additional funding whilst maintaining sufficient cash resources to meet all commitments.

The Financial Statements have been prepared on a going concern basis notwithstanding that the Group incurred a net loss of £369,953 and has net current liabilities as at 30 June 2020. The Group is reliant on additional future capital funding through the issue of new ordinary shares to fund the working capital requirements of the Group. The Directors have concluded that the going concern assumption is appropriate as it is expected that the Group will have access to the required capital and to date the Group has been successful in securing funding when required.

The spread of COVID-19 will continue to have a material impact on many economies globally both through the effects of the virus itself and the measures taken by government to restrict its spread.  The situation and guidance being given in respect of COVID-19 is an evolving one, which the Board will continue to actively monitor.  The Directors acknowledge that the market volatility may impact the ability of the Company to raise funds in the near future. The auditors have included a ‘material uncertainty’ paragraph in their audit report as a result of the uncertainty. The Directors, in light of all of the above circumstances, have a reasonable expectation that the Group and Company will have access to adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.

NOTE 1: CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

Estimated impairment of loan receivable

The Group and Company has assessed whether the loan receivable from Symerton Holdings S.A. continues to be fully impaired based upon all available information, which includes assumptions and judgments regarding circumstances in the future, which could have an impact upon recoverability (see Note 8).

Estimate of Share Option Valuation

The Group has made awards of options and warrants over its unissued share capital to certain Directors and consultants as part of their remuneration package and service performed.

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 10.

NOTE 2: FINANCIAL RISK MANAGEMENT

Capital Management

The Group’s objectives when managing capital are to safeguard the Group and Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Treasury policy and financial instruments

During the years under review, the only financial instruments were cash and cash equivalents and other receivables which were or will be required for the normal operations of the Group.

The Group operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy. The Board approves all decisions on treasury policy.

The Company has raised funds to finance future activities through the placing of shares, together with share options and warrants. There are no differences between the book value and fair value of the above financial assets. The risks arising from the Group’s financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:

Liquidity and interest rate risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control by the Directors of the Company in the day to day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Group’s resources whilst ensuring there is limited risk of loss to the Group.

Credit Risk

Credit risk arises from cash and cash equivalents. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The long-term Moody’s credit rating of HSBC Bank Plc is Aa3.

NOTE 3: EXPENSES BY NATURE



Loss on ordinary activities before tax is stated after charging:
Group
For the year ended 30 June
2020
For the year ended 30 June
2019
£ £
Fees payable to the Company’s auditor for the audit of the Group and Company’s annual financial statements
Fees payable to the Company’s auditor for tax compliance services

8,000
1,250

7,000
1,200

NOTE 4: TAXATION ON LOSS FROM ORDINARY ACTIVITIES

Group
For the year ended 30 June
2020
For the year ended 30 June
2019
£ £

Loss before tax

(369,953)

(309,189)

Tax on loss for the year multiplied by the UK corporation tax rate of 19% (2019: 19%)

(70,291)

(58,746)
Tax losses carried forward on which no deferred tax asset has been recognised 54,209 26,395
Expenses not deducted for tax purposes 16,082 32,351
Tax charge for the year - -

The Group has carried forward excess management expenses and trade losses of approximately £709,000 (2019: £591,000) available to carry forward against future taxable profits. A deferred tax asset of approximately £152,000 (2019: £101,000) has not been recognised because of uncertainty over the timing of future taxable profits against which the losses may be offset.

NOTE 5: EARNINGS PER SHARE

The calculation of the basic loss per share of 0.81 pence is based on the loss attributable to ordinary shareholders of £369,953 and on the weighted average number of ordinary and deferred shares of 45,928,947 in issue during the year.

In accordance with IAS 33, no diluted earnings per share is presented as the effect on the exercise of share options or warrants would be to decrease the loss per share.

Details of share options and warrants that could potentially dilute earnings per share in future periods are set out in Note 10.

NOTE 6: DIRECTORS AND EMPLOYEES

The total number of Directors who served in the year was 4 (2019: 5). There are no other employees of the Group.

The following amounts were paid during the year to Directors:

Group
2020 2019
£ £
Directors Fees and Salaries  12,000 93,395
12,000 93,395

Amounts included in Directors fees and salaries include £Nil (2019: £76,895) in relation to share option charges. 3,000,000 options were issued to directors on 1 June 2020 for their services. These options vest in equal proportions over 24 months, with 125,000 vesting in the year to 30 June 2020. The charge for these options has not been included in the financial statements as it is trivial. Details of the Share Option charges can be found in Note 10.

NOTE 7: INVESTMENT IN SUBSIDIARIES

Company
2020 2019
£ £
Cost at the start and end of the year 10 10

Investments in group undertakings are stated at cost which is the fair value of the consideration paid.

Details of subsidiary undertaking

Details of the subsidiary undertaking at 30 June 2020 are as follows:

Name Registered Office Proportion of ownership
interest and voting rights

Imperial Minerals (UK) Limited – the nature
of business is to make investments in the Group’s chosen business sector.

6th Floor, 60 Gracechurch
Street, London, EC3V 0HR

100%

NOTE 8: TRADE AND OTHER RECEIVABLES

Group Company
2020 2019 2020 2019
£ £ £ £
Non-current
Amounts due from subsidiary
undertaking
- - 97,818 97,818
Provision for impairment - - (97,818) (97,818)
- - - -

Current
Loan receivable 119,468 119,468 119,468 119,468
Provision for impairment to loan (119,468) (119,468) (119,468) (119,468)
Sundry Debtors 27,700 - 27,700 -
Prepayments 12,318 6,335 12,318 6,335
40,018 6,335 40,018 6,335

The fair value of all current receivables is as stated above.

On 20 December 2014 the Company entered into a loan agreement with Symerton Holdings S.A (“Symerton”) in which the Company lent Symerton US$150,000 (equivalent to £119,468). The loan is unsecured and bears an interest rate of 12% per annum. The Directors have fully impaired the loan.

The Company entered into a Promissory Note with Anglo African Minerals Plc (“AAM”) for USD $40,000 in February 2020.  The loan was subsequently assigned to and repaid by Cronin Capital Corp.  Further details of Cronin Capital Corp can be found in Note 13.  The loan was unsecured and yielded interest of 10% which was fully repaid in June 2020.  The Company received 200,000 warrants in AAM whose value are deemed to be insignificant.

The maximum exposure to credit risk at the year-end date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. Except for the above-mentioned loan, trade and other receivables are all denominated in £ sterling.

NOTE 9: TRADE AND OTHER PAYABLES

Group Company
2020 2019 2020 2019
£ £ £ £
Current
Trade payables 69,721 55,124 69,721 55,124
Accruals and other payables 32,019 25,836 33,369 27,185
Convertible loan notes payable 8,284 53,312 8,284 53,312
110,024 134,272 111,374 135,621

Of the initial £50,000 Convertible Loan Notes which were subscribed to in October 2018, £46,150 was converted into 4,615,000 ordinary shares on 9 August 2019.

NOTE 10: SHARE CAPITAL

As at
30 June 2020
As at
30 June 2019
Number £ Number £

Allotted and called up:
Ordinary Shares of £0.001 each 56,631,212 56,631 31,831,250 31,831
Deferred Shares of £0.009 each 18,995,000 170,955 18,995,000 170,955
                  227,586                      202,786

The holders of the deferred shares have no right to attend or vote at any general meeting and the shares carry no right to receive any dividend or distribution on winding up.

Share capital and share premium

Group and Company

Issued

Number of
shares
Ordinary
shares
£
Share premium
£

Total
£
At 30 June 2019 31,831,250 202,786 876,297 1,079,083
Issued for cash 11,855,986 11,856 284,544 296,400
Settlement of convertible loans 4,615,000 4,615 41,535 46,150
Issued for services 3,554,290 3,554 83,146 86,700
Exercise of warrants 4,774,686 4,775 42,972 47,747
At 30 June 2020 56,631,212 227,586 1,328,494 1,556,080

Other reserves

Other reserves consist of:

Equity to be issued

As at 30 June 2020 various creditors to the Company, to the value of £15,200 (2019: £31,215), have agreed to have their obligations satisfied by a future issue of share equity. These shares were not issued as at 30 June 2020. The number of shares to be issued will be determined by reference to the fair value of the share at the time of issue.

Share option and warrant reserve

As at 30 June 2020 £112,406 (2019: £161,753) is included in a share option reserve in relation to the below options and warrants in issue as at the year end.

Options and warrants in issue

The outstanding share options and warrants as at 30 June 2020 are shown below:


Number
Weighted average
exercise price (£)
As at 1 July 2019 5,875,000 0.04
Issued 7 January 2019 636,625 0.02
Issued 8 January 2019 4,774,686 0.01
Exercisable at 30 June 2019 11,286,311 0.03
Surrendered 1 June 2020 (5,000,000) 0.04
Expired 1 December 2019 (875,000) 0.025
Exercised 18 June 2020 (4,774,686) 0.01
Issued 1 June 2020 5,050,000 0.025
At 30 June 2020 5,686,625 0.023
Exercisable at 30 June 2020 761,625 0.013

   

30 June 2020
Range of exercise
prices
(£)

Weighted average exercise price (£)

Number of options/warrants
Weighted average remaining life expected (years) Weighted average remaining life contracted (years)

0.025

0.01
0.025

636,625
5,050,000

1.5
10

2.5
10

   

30 June 2019
Range of exercise
prices
(£)

Weighted average exercise price (£)

Number of options/warrants
Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0.01p
0.02p
  1. p
  2. p
4,774,868
636,625
4.5
2.5
4.5
2.5
0.04p
0.04p
0.04p
0.04p
5,000,000
875,000
2.54
0.5
2.54
0.5

The valuation of the options issued on 1 June 2020 was carried out using the Black Scholes model. Key assumptions used in the valuation included; volatility of 40%, continuous growth rate of 0.53%, dividend yield 0% and time to maturity of 10 years. The options vest over 24 months and as a result the total fair value of these options will be recognised over this period. The fair value attributed to the year ended 30 June 2020 was immaterial and has not been recognised in the financial statements.

NOTE 11: NOTES TO THE CASH FLOW STATEMENT

Group Company
2020 2019 2020 2019
£ £ £ £
Reconciliation of loss from operations to cash flows from operating activities
Loss from operations   (369,953) (309,189) (369,920) (309,093)
Interest receivable (1,010) (51) (1,010) (51)
Interest payable 1,122 - 1,122 -
Share based payments 97,905 160,153 97,905 160,153
Share options expense - 3,950 - 3,950
(Increase) in trade and other receivables (33,683) (1,549) (33,683) (799)
Increase in trade and other payables 21,903 77,761 21,903 77,761
Cash flow from operating activities (283,716) (68,925) (283,683) (68,079)

NOTE 12: SUBSEQUENT EVENTS

Subsequent to the year end the Company has entered into a number of heads of agreement to acquire a platform of mineral assets, equity positions and royalty positions. The acquisitions will initiate the establishment of the Company as a new, growth-focused diversified project generator and natural resource royalty business. These heads of terms were as announced by the Company on 28 August 2020.

In addition, the Company announced a non-brokered private placement of up to 30,000,000 new shares at a price of 2.5p per share in order to raise up to £750,000, net of expenses and which shares are to be admitted to trading on the Aquis Exchange PLC’s AQSE Growth Market together with the issuance of unsecured convertible loan notes of £500,000 principal.

NOTE 13: RELATED PARTIES

During the year the Company charged its subsidiary undertaking £Nil (2019: £Nil) for the provision of advisory services. The amount receivable from the subsidiary undertaking as at 30 June 2012 of £97,818 has been fully impaired.

During the year, the Company received amounts totalling £Nil (2019: £1,350) from its subsidiary undertakings in order to fund working capital requirements. The full amount remained payable at the year end.

Details of the directors’ remuneration can be found in Note 6. Key Management Personnel are considered to be the directors.

Amounts totalling £Nil (2019: £4,800) were paid to Jeremy Sturgess-Smith, related party by way of family relation to M Sturgess, for company secretarial and administrative work during the year. The amount outstanding owing to Jeremy at the year-end was £Nil (2019: £2,400).

An amount was paid to Fezile Mzazi for professional fees totalling £Nil (2019: £1,200).

During the year, the Company paid amounts totalling £57,757 (2019: £Nil) to Cronin Capital Corp. through Cronin Services Limited, which is a related party by way of Kyler Hardy being the CEO and majority shareholder in Cronin Capital Corp.   These were in relation to consultancy fees and reimbursement of travelling expenses under a management service agreement dated 1 February 2020. The amount outstanding owing to Cronin Capital at the year-end was £7,859 (2019: £Nil). 

Cronin Capital Corp. also settled the Company’s Promissory Note with Anglo African Minerals Plc for USD $40,000 in June 2020.  The loan was unsecured and yielded interest of 10%. The Company received 200,000 warrants in Anglo African Minerals Plc as part of the transaction.

NOTE 14: ULTIMATE CONTROLLING PARTY

The Directors believe there to be no ultimate controlling party.