Veni Vidi Vici Limited: Audited Final Results to 31 December 2020 DGAP

Veni Vidi Vici Limited (VVV)
Veni Vidi Vici Limited: Audited Final Results to 31 December 2020

07-Jun-2021 / 16:51 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


 

 

VENI VIDI VICI LIMITED
 

 

(The "Company" or "VVV")

 

Audited Final Results to 31 December 2020

 

 

I am pleased to present the annual report and financial statements for the period ended 31 December 2020.

 

OPERATIONS REVIEW

 

The Company completed its first investment, with the signing of the sale and purchase agreement with Goldfields Consolidated Pty Ltd for a 51 % beneficial interest in the Shangri La gold, copper and silver project in late 2018.

 

The Shangri La Project is a gold-copper-silver project comprising a polymetallic hydrothermal quartz vein type deposit covering an area of 10 hectares. The Shangri La Project is located 10 kilometres west of Kununurra, the central town of the Northeast Kimberley region in Western Australia.

 

The Company and Goldfields have also entered into a joint venture agreement ("JVA") under which VVV will be responsible for an initial expenditure fee of A$300,000 over three years from the commencement of the JVA. Goldfields will manage the joint venture ("JV") and be entitled to a 10% management fee of expenses incurred by the JV.

 

During the period, the Company was advised that limited work was undertaken on the Shangri la project, mainly desk studies.  In addition, Mr Gordon resigned as a director in June 2020 and Mr Rigoll was appointed as executive chairman to the Company in March 2021. We anticipate further work to occur during 2021.

 

The Company continues to monitor covid-19 effects on the company. We believe this will have limited affect on any future work anticipated on our West Australia project as there are very few cases in this state and interruptions are somewhat less.

 

FINANCE REVIEW

 

The loss for the period to 31 December 2020 amounted to £100,000 (2019 - £107,000 loss) which mainly related to regulatory costs and other corporate overheads. The total revenue for the period was nil (2019 - nil).  At 31 December 2020, the Company had cash balances of £272,000 (2019:  £354,000).

 

The Company does not recommend the payment of a dividend.

 

PRIOR YEAR RESTATEMENT

During the year, we have reviewed the prior year accounting treatment of the tenement interest, which was classified as an intangible asset. Following this review, we have concluded that, the sale and purchase agreement for the tenement interest and the Shangri la joint venture agreement is of a nature that they are directly linked to each other. The Company and Goldfields have joint control over the tenement area and therefore should be classified as an investment in a joint venture. The arrangement further meets the requirements to be measured using the equity method in terms of IAS 28.

As a result of the above, a prior year restatement in respect of the classification of the intangible asset has been reflected within the financial statements. See Note 19 for details of the impact on the financial statements. There was no impact on profit or loss or the statement of cash flows.

OUTLOOK

 

The Board remains confident that the private and pre-IPO markets remain significantly under-served and as such significant opportunities exist for the Company going forward. We look forward to 2021 being one in which we can acquire further investment positions, thereby realising tangible value for all shareholders.

 

We will continue to seek out further investments in line with the Company's investing strategy.

The directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

s172 Statement

 

The Directors continue to act in a way that they consider, in good faith, to be most likely to promote the success of the Company for the benefits of the members as a whole, and in doing so have regard, amongst other matters to:

 

* the likely consequences of any decision in the long term;

* the interests of the Company's employees;

* the need to foster the Company's business relationships with suppliers, customers and others;

* the impact of the Company's operations on the community as well as the environment;

* the need to act fairly as between members of the Company, and

* the desirability of the Company maintaining a reputation for high standards of business conduct

 

The Board has always recognised the relationships with key stakeholders as being central to the long-term success of the business and therefore seeks active engagement with all stakeholder groups, to understand and respect their views, in particular of those with the communities in which it invests, its host governments, employees and suppliers.

 

The Company is an early-stage investment company quoted on a minor exchange and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions. The Company pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds. When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration; as is clear from the portfolio set out in the Chairman's report.

 

The Company has incurred very little expenditure to date, has no employees other than directors and application of the s172 requirements will be better demonstrated in future periods once its investment starts exploration activity or if the Company makes further investments.

 

 

 

 

David Rigoll

Executive Chairman

 

7 June 2021

 

The Directors of the Company accept responsibility for the contents of this announcement.

 

For further information please contact:

 

The Company

David Rigoll

 

+44 (0) 207 440 0640

 

AQSE Growth Market Corporate Adviser:

Peterhouse Capital Limited

Guy Miller/Mark Anwyl

 

+44 (0) 20 7469 0936

 

Financial statements

 

Statement of comprehensive income for the year ended to 31 December 2020

__________________________________________________________________________________________

 

 

 

Year ended
31 December 2020

Period ended

31 December

2019

 

Note

£'000

£'000

 

 

 

 

Revenue

4

 

 

Investment income

 

-

-

 

 

 

 

Total revenue

 

 

-

 

 

 

 

Administration expenses

 

(99)

(107)

Share based payment charge

 

(1)

-

 

 

 

 

Operating loss

5

(100)

(107)

 

 

 

 

Finance costs

 

-

-

 

 

 

 

Loss before taxation

 

(100)

(107)

 

 

 

 

Taxation

7

-

-

 

 

 

 

 

 

 

 

Loss for the period attributable to equity holders of the company

 

(100)

(107)

 

 

 

 

Other comprehensive income

 

 

 

Translation exchange (loss)/gain

 

-

-

Other comprehensive income for the period net of taxation

 

-

-

 

 

 

 

Total comprehensive income for the period attributable to equity holders of the company

 

(100)

(107)

 

 

 

 

Loss per share

 

 

 

Basic and diluted (pence)

8

(5.74)

(6.25)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying accounting policies and notes form part of these financial statements.

 

Statement of financial position as at 31 December 2020

__________________________________________________________________________________________

 

 

 

 

31 December

Restated

31 December

 

 

2020

2019

 

Note

£'000

£'000

 

 

 

 

Non-current assets

 

 

 

Investments accounted for using the equity method

9

136

136

 

 

 

 

Current assets

 

 

 

Trade and other receivables

10

18

18

Cash and cash equivalents

 

272

354

 

 

290

372

 

 

 

 

Total assets

 

426

508

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

11

(67)

(70)

 

 

(67)

(70)

 

 

 

 

Net current assets

 

223

302

 

 

 

 

Net assets

 

359

438

 

 

 

 

 

 

 

 

Equity

 

 

 

Share capital

12

-

-

Share premium

 

643

623

Share based payment reserve

 

26

25

Retained earnings

 

(310)

(210)

Total equity

 

359

438

 

The financial statements of Veni Vidi Vici Ltd (registered number 196048) were approved by the Board of Directors and authorised for issue on 7 June 2021 and were signed on its behalf by:

 

 

 

 

Mahesh Pulandaran Donald Strang

Director Director

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying accounting policies and notes form part of these financial statements.

 

 

Statement of changes in equity for the year ended 31 December 2020

__________________________________________________________________________________________

 

 

Share

capital

Share

premium

Share based payment reserve

Retained

earnings

Total

 

£'000

£'000

£'000

£'000

£'000

At 31 December 2018

-

628

25

(103)

550

 

 

 

 

 

 

Loss for the period

-

-

-

(107)

(107)

Total Comprehensive Income

-

-

-

(107)

(107)

 

 

 

 

 

 

Share issue costs

-

(5)

-

-

(5)

Total contributions by and distributions to owners of the Company

-

(5)

-

-

(5)

 

 

 

 

 

 

At 31 December 2019

-

623

25

(210)

438

 

 

 

 

 

 

Loss for the period

-

-

-

(100)

(101)

Total Comprehensive Income

-

-

-

(100)

(101)

 

 

 

 

 

 

Issue of share capital

-

20

-

-

20

Share based payments

-

-

1

-

1

Total contributions by and distributions to owners of the Company

-

20

1

-

21

 

 

 

 

 

 

At 31 December 2020

-

643

26

(310)

359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying accounting policies and notes form part of these financial statements.

 

Statement of cash flows for the year ended to 31 December 2020

__________________________________________________________________________________________

 

 

 

Year ended

Year ended

 

 

31 Dec 2020

31 Dec 2019

 

 

£'000

£'000

Cash flows from operating activities

 

 

 

Operating loss

 

(100)

(107)

Share based payment charge

 

1

-

Issue of shares to settle liabilities

 

20

 

(Increase) in trade and other receivables

 

-

(12)

(Decrease)/increase in trade and other payables

 

(3)

18

 

 

 

 

Net cash outflow in operating activities

 

(82)

(91)

 

 

 

 

 

 

 

 

Financing activities

 

 

 

Issue of share capital

 

-

-

Issue costs

 

-

(5)

 

 

 

 

Net cash inflow/(outflow) from financing activities

 

-

(5)

 

 

 

 

Net decrease in cash and cash equivalents

 

(82)

(96)

 

 

 

 

Cash and cash equivalents at beginning of period

 

354

450

 

 

 

 

Cash and cash equivalents at end of period

 

272

354

 

 

 

 

 

Non cash transactions

During the year, the Company issued 40,000 shares for £20,000 to settle certain outstanding liabilities. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying accounting policies and notes form part of these financial statements.

Notes to the financial statements

__________________________________________________________________________________________

 

1

General information

 

 

Veni Vidi Vici Ltd is a company incorporated on 14 November 2017 in the British Virgin Islands ("BVI") under the BVI Business Companies Act 2004.  The address of its registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The Company's ordinary shares are traded on the AQSE Growth Market as operated by Aquis Stock Exchange ("AQSE").

 

The financial statements of Veni Vidi Vici Ltd for the year ended 31 December 2020 were authorised for issue by the Board on 7 June 2021 and the statements of financial position signed on the Board's behalf by Mahesh Pulandaran and Donald Strang.

 

 

 

Investing policy

The investment strategy of the Company is to provide Shareholders with an attractive total return achieved primarily through capital appreciation. The Directors believe that there are numerous investment opportunities within both private and public businesses in the Base Metals and Precious Metals sector in North America and Australia.

 

The Board, through its extensive network of contacts, has identified a number of potentially interesting investment opportunities, although formal discussions in respect of any of these opportunities have not yet commenced.

 

The Company is likely to be an active investor and acquire control of certain target companies although it may also consider acquiring non-controlling shareholdings. The proposed investments to be made by the Company may be in either quoted or unquoted securities and made by direct acquisition of an interest in companies, partnerships or joint ventures, or direct interests in projects and can be at any stage of development. Accordingly, the Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership and a controlling interest.

 

If the Company takes a controlling stake, the acquisition could trigger a Reverse Takeover under Rule 57 of the AQSE Exchange Rules.

 

The Directors intend to acquire one or more investments in quoted or unquoted businesses or companies (in whole or in part) thereby creating a platform for further investments. The Company may need to raise additional funds for these purposes and may use both debt and/or equity.

 

The Directors and the Technical Adviser believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable investment opportunities. External advisers and investment professionals, over and above the Technical Adviser, will be engaged as necessary to assist with sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience if the need arises.

 

It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in the price of the Ordinary Shares rather than capital distribution via regular dividends. In addition, there may be opportunities to spin out businesses in the form of distributions to Shareholders or make trade sales of business divisions and therefore contemplate returns via special dividends. Given the nature of the investment strategy, the Company does not intend to make additional regular and periodic disclosures or calculations of net asset value outside of the requirements for a AQSE Growth Market traded company. It is anticipated that the Company will hold investments for the medium to long term, although where opportunities exist for shorter term investments, the Company may undertake such investments.

 

 

 

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

 

 

 

Investing policy (continued)

In compliance with Rule 51 of the AQSE Exchange Rules, if the Company (as an Investment Vehicle) has not substantially implemented its investing policy after the period of one year following Admission, it will seek Shareholder approval in respect of the subsequent year for the further pursuit of its investment strategy.

 

Pursuant to Rule 52 of the AQSE Exchange Rules, the Company (as an Investment Vehicle), is required to substantially implement its investment strategy within a period of two years following Admission. In the event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 57 of the AQSE Exchange Rules, or if it has otherwise failed to substantially implement its investment strategy within such two year period, AQSE Exchange will suspend trading of the Company's Issued Share Capital in accordance with Rule 78 of the AQSE Exchange Rules. If suspension occurs, the Directors will consider returning the Company's cash to Shareholders after deducting all related expenses.

 

The Directors intend to review the investment strategy on an annual basis and, subject to their review and in the absence of unforeseen circumstances, the Directors intends to adhere to the investment strategy. Changes to the investment strategy may be prompted, inter alia, by changes in government policies or economic conditions which alter or introduce additional investment opportunities. It is the intention of the Directors to invest the Company's cash resources, as far as practicable, in accordance with the investment strategy. However, due to market and other investment considerations, it may take some time before the cash resources of the Company are fully invested.

 

It is intended that the funds initially available to the Company will be used to meet general working capital requirements, to undertake due diligence on potential target acquisitions and to make investments in accordance with the investment guidelines described above.

 

 

 

 

Statement of compliance with IFRS

 

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and as applied in accordance with the provisions of the BVI Business Companies Act 2004. The principal accounting policies adopted by the Company are set out below.

 

 

Basis of preparation

The financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.

 

The financial report is presented in Pound Sterling (£) and all values are rounded to the nearest thousand pounds (£'000) unless otherwise stated.

 

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

 

New standards, amendments and interpretations adopted by the Company

 

During the financial year, the Company has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time.

 

Standard

Effective date, annual period beginning on or after

Conceptual Framework and Amendments to References to the Conceptual Framework in IFRS Standards

1 January 2020

Amendments to IFRS 3 Business Combinations

1 January 2020

Amendments to IAS 1 and IAS 8: Definition of Material

1 January 2020

 

 

 

Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.

 

 

Standards issued but not yet effective:

 

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective.

 

Standard

Effective date, annual period beginning on or after

Reference to the Conceptual Framework (Amendments to IFRS 3 Business Combinations)

1 January 2022*

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)

1 January 2022*

Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets)

1 January 2022*

Annual improvements 2018-2020 cycle

1 January 2022*

Classification of Liabilities as Current or Non-Current: Amendments to IAS 1

1 January 2023*

*Not yet endorsed for use in the European Union

 

The adoption of these standards is not expected to have any material impact on the financial statements of the Company.

 

 

Going Concern

 

The Directors noted the losses that the Company has made for the period ended 31 December 2020.  The Directors have prepared cash flow forecasts for the period ending 30 June 2022 which take account of the current cost and operational structure of the Company.

 

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.

 

These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements.  Accordingly, the financial statements have been prepared on a going concern basis.

 

It is the prime responsibility of the Board to ensure the Company remains as going concerns. At 31 December 2020, the Company had cash and cash equivalents of £272,000 and borrowings of £nil. The Company has minimal contractual expenditure commitments and the Board considers the present funds sufficient to maintain the working capital of the Company for a period of at least 12 months from the date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis in the preparation of the Financial Statements.

 

Notes to the financial statements (continued)

_________________________________________________________________________________________

 

2

Significant accounting policies

 

 

 

 

 

 

Finance costs / investment revenue

 

 

Borrowing costs are recognised as an expense when incurred.

 

 

 

Investment revenue is recognised as the Company becomes entitled to such revenue.  Dividends are accounted for on receipt thereof.

 

Share capital

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability.  The Company's ordinary shares are classified as equity instruments.

 

Share-based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period.  Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

 

Prior year restatement

During the year, the prior year accounting treatment of the tenement interest, which was classified as an intangible asset, which was an error. Following this review, we have concluded that, the sale and purchase agreement for the tenement interest and the Shangri la joint venture agreement are directly linked to each other. The company and Goldfields have joint control over the tenement area and therefore should be classified as an investment in a joint venture. The arrangement further meets the requirements to be measured using the equity method in terms of IAS 28. See Note 19 for details of the impact on the financial statements.

 

Fair value measurement

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

 

The company has no assets or liabilities at fair value

 

 

 

 

 

Financial instruments

 

Financial investments

Non-derivative financial assets comprising the Company's strategic financial investments in entities not qualifying as subsidiaries, associates or jointly controlled entities.  These assets are classified as financial assets at fair value through profit or loss. They are carried at fair value with changes in fair value recognised through the income statement.  Where there is a significant or prolonged decline in the fair value of a financial investment (which constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income statement. 

 

The company has no assets or liabilities at fair value

 

 

 

 

 

 

 

 

 

Notes to the financial statements (continued)

__________________________________________________________________________________

 

Trade and other receivables

Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Trade and other receivables are accounted for at original invoice amount less any provisions for doubtful debts.  Provisions are made where there is evidence of a risk of non-payment, taking into account the age of the debt, historical experience and general economic conditions.  If a trade debt is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the statement of comprehensive income.  Subsequent recoveries of amounts previously provided for are credited to the statement of comprehensive income.

 

Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with the expected credit loss model under IFRS 9. For trade and other receivables which do not contain a significant financing component, the Company applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised at an amount equal to lifetime expected credit losses. For other debt financial assets the Company applies the general approach to providing for expected credit losses as prescribed by IFRS 9, which permits for the recognition of an allowance for the estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored on a continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of the financial asset should a significant change in credit risk be identified.

 

The majority of the Company's financial assets are expected to have a low risk of default. A review of the historical occurrence of credit losses indicates that credit losses are insignificant due to the size of the Company's clients and the nature of its activities. The outlook for the natural resources industry is not expected to result in a significant change in the Company's exposure to credit losses. As lifetime expected credit losses are not expected to be significant the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable to individual counterparties.

 

Trade and other payables

Trade and other payables are held at amortised cost which equates to nominal value.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and liquid investments generally with maturities of 3 months or less.  They are readily convertible into known amounts of cash and have an insignificant risk of changes in values.

 

 

 

 

 

Investment in joint venture

 

 

A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control; that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.

 

These financial statements include the Company's share of the total recognised gains and losses of joint ventures using the equity method, from the date that significant influence or joint control commences to the date that it ceases, based on present ownership interests and excluding the possible exercise of potential voting rights, less any impairment losses. When the Company's interest in a joint venture has been reduced to nil because the Company's share of losses exceeds its interest in the joint venture, the Company only provides for additional losses to the extent that it has incurred legal or constructive obligations to fund such losses, or where the Company has made payments on behalf of the joint venture. Where the disposal of an investment in a joint venture is considered to be highly probable, the investment ceases to be equity accounted and, instead, is classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell.

 

 

 

 

 

Reversals of impairment losses are recognised in the income statement.

 

 

Notes to the financial statements (continued)

___________________________________________________________________________________

 

Impairment of non-current assets

The carrying values of all non-current assets are reviewed for impairment when there is an indication that the assets might be impaired.  Any provision for impairment is charged to the statement of comprehensive income in the year concerned.

 

Impairment losses on other non-current assets are only reversed if there has been a change in estimates used to determine recoverable amounts and only to the extent that the revised recoverable amounts do not exceed the carrying values that would have existed, net of depreciation or amortisation, had no impairments been recognised.

 
     

 

 

Taxation

 

The tax expense for the period comprises current and deferred tax.  Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.  In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

 

 

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company's subsidiaries and associates operate and generate taxable income.  Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

 

 

Provisions

 

Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.  The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation

 

3

Critical accounting judgements and key sources of estimation uncertainty

 

The preparation of financial statements in conformity with IFRSs 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.

 

Actual results may differ from these estimates.  The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Significant estimates and assumptions that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities at 31 December 2020 are set out below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

Carrying value of the investment in Joint Venture

 

Management have reviewed the carrying value of the investment for further signs of impairment. Due to the pandemic and illness of the geologist there was no activity in the Joint Venture in the year to 31 December but limited activity has since commenced in 2021 which was sufficient to meet the minimum licence spend of an average of $2,000 per year over the licence period. The licence is due to expire in August 2021 and the Company, together with its joint venture partner are in the process of renewing them. Management acknowledge that the carrying value of the investment is at risk if the licence is not renewed but they  are not aware of any conditions that would result in the licence not being renewed as they have good relationships with the local authority and have met all conditions of the licence, including the minimum spend. Accordingly, the directors have concluded that they are very confident in the licence being renewed and have concluded that no impairment is required.

 

In addition, 

 

Valuation of share-based payments to employees

 

 

 

The Company estimates the expected value of share-based payments to employees and this is charged through the income statement over the vesting period.  The fair value is estimated using the Black Scholes valuation model which requires a number of assumptions to be made such as level of share vesting, time of exercise, expected length of service and employee turnover and share price volatility.  This method of estimating the value of share-based payments is intended to ensure that the actual value transferred to employees is provided for by the time such payments are made.

 

4

Segmental information

 

 

 

An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.

 

The chief operating decision maker has defined that the Company's only reportable operating segments during the period is that of investment within the Precious and Base Metals Sector.

 

Subject to further acquisitions the Company expects to further review its segmental information during the forthcoming financial period.

 

The Company has not generated any revenues from external customers during the reported period.

 

In respect of the total assets of £359,000, all arise in the company and within the Investment sector noted above.

 

5

Operating loss

 

Period to 31

 

Period to 31

 

 

Dec 2020

Dec 2019

 

 

£'000

£'000

 

Operating loss is stated after charging:

 

 

 

Directors' remuneration

50

51

 

Share option charge

1

-

 

Shares issued on lieu of services

20

 

 

Audit fees

14

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

6

Directors' emoluments

2020

2019

 

 

£'000

£'000

 

Fees and benefits

50

51

 

 

 

 

Fees and

Share based

 

 

 

salaries

payments

Total

 

2020

£'000

£'000

£'000

 

 

 

 

 

 

M Pulandaran

18

-

18

 

D Strang 2

32

1

33

 

A Lucas 1

-

-

-

 

C Gordon 3

-

-

-

 

 

50

1

51

 

 

 

 

 

 

 

Fees and

Share based

 

 

 

salaries

payments

Total

 

2019

£'000

£'000

£'000

 

 

 

 

 

 

M Pulandaran

18

-

18

 

D Strang 2

6

-

6

 

A Lucas 1

9

-

9

 

C Gordon 3

18

-

18

 

 

51

-

51

 

 

 

 

 

 

Directors' fees totalling £18,000 have been accrued as at 31 December 2020 (2019: £24,000).

 

 

Directors' have no pension benefits which are accruing.

  1. Aaron Lucas resigned 19 August 2019
  2. D Strang appointed 22 October 2019
  3. Christopher Gordon resigned 1 June 2020

 

The Company has no other directly employed personnel.

 

 

7

Taxation

Year ended

Year to 31

 

 

31 Dec 2020

Dec 2019

 

 

£'000

£'000

 

 

 

 

 

Total current tax

-

-

 

 

 

 

 

The standard rate applicable in the BVI is 0% (2019: 0%) for the reasons set out in the following reconciliation:

 

 

2020

2019

 

 

£'000

£'000

 

 

 

 

 

Loss on ordinary activities before tax

(100)

(107)

 

 

 

 

 

 

 

 

 

Tax thereon at rates above

-

-

 

 

 

 

 

Current tax for the period

-

-

                 

 

 No deferred tax asset or liability has been recognised as the tax rate applicable in BVI is 0%

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

8

Loss per share

 

 

2020

2019

 

The calculation of loss per share is based on the loss after taxation divided by the weighted average number of shares in issue during the period:

£'000

£'000

 

 

Net loss after taxation

 

 

(100)

 

(107)

 

Number of shares

 

 

 

Weighted average number of ordinary shares for the purposes of basic loss per share

                   1,742,954

 

 

1,720,003

 

 

 

 

 

Basic and diluted loss per share (expressed in pence)

(5.74)

(6.25)

 

 

 

As inclusion of the potential ordinary shares would result in a decrease in the earnings per share they are considered to be anti-dilutive, as such, a diluted earnings per share is not included.

 

9

Investments in associates and joint ventures

31 December

31 December

 

 

2020

2019

 

 

£'000

£'000

 

 

 

 

 

Opening balance

136

136

 

Purchased during the period

-

-

 

Impairment

-

-

 

At 31 December - carrying value

136

136

 

 

 

 

 

On 10 December 2018, the Company completed the Sale and purchase agreement with Goldfields Consolidated Pty Ltd for a 51 % beneficial interest in the Shangri La gold, copper and silver project in consideration for A$220,000.

 

The consideration payable for the Tenement Interest is A$220,000 (the "Purchase Price"), satisfied by A$20,000 paid by the Company to Goldfields in cash and the issuance of 190,000 ordinary fully paid shares in the capital of the Company.

 

VVV and Goldfields have also entered into a joint venture agreement ("JVA") under which VVV will be responsible for an initial expenditure fee of A$300,000 over three years from the commencement of the JVA. The JV will be controlled jointly but Goldfields, as local partner, will be entitled to a 10% management fee of expenses incurred by the JV for services connected with the day to day management of the JV.

 

As at 31 December 2020, there has been no activity within the JV, and no profit or loss attributable to the Company.

 

10

Trade and other receivables

 

 

 

 

 

 

31 December 2020

31 December 2019

 

 

 

£'000

£'000

 

Current trade and other payables

 

 

 

 

Prepayments

 

18

18

 

Total

 

18

18

 

The fair value of these financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value.

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

11

Trade and other payables

 

 

 

 

31 December

31 December

 

 

2020

2019

 

 

£'000

£'000

 

Current trade and other payables

 

 

 

Trade creditors

28

30

 

Accruals

39

40

 

Total

67

70

 

The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.

 

12

Share capital

Number

Ordinary

Deferred

 

 

of shares

share

share

 

 

 

capital

capital

 

 

 

£000

£000

 

Allotted, issued and fully paid

 

 

 

 

 

 

 

 

 

At 31 December 2018

1,720,003

-

628

 

 

 

 

 

 

Share issue costs

-

-

(5)

 

 

 

 

 

 

At 31 December 2019

1,720,003

-

623

 

 

 

 

 

 

Issue of new ordinary shares on 4 June 2020

40,000

-

20

 

 

 

 

 

 

At 31 December 2020

1,760,003

-

643

 

 

 

During the year, 40,000 shares were issued for £20,000 to settle certain financial liabilities

 

Warrants in issue

 

 

 

As at 31 December 2020, 30,600 warrants remain outstanding. No warrants were issued during the year (2019: 30,600), and no warrants were exercised, or lapsed during the period ended 31 December 2020.

 

All of the warrants in issue and outstanding are exercisable at 50p per share, for a period up to 1 August 2023.

 

 

 

Share Options

 

 

The Company has as at 31 December 2020, 245,000 share options in issue and outstanding. During the year 170,000 options were issued (2019: nil), no options were exercised, cancelled or lapsed.

 

 

 

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

13

Share based payments

 

 

 

Share Options

The Company operates share option schemes for certain employees (including directors).  Options are exercisable at the option price agreed at the date of grant.  The options are settled in equity once exercised.  The expected life of the options is 5 years.  All options issued in the period to 31 December 2020 vested immediately, with no vesting requirements.  

 

Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the period are as follows:

 

 

31 December 2020

31 December 2019

 

Number

 

WAEP

Number

 

WAEP

 

GBP

 

 

GBP

Outstanding at the beginning of the period

75,000

 

0.50

75,000

 

0.50

Granted

170,000

 

0.55

-

 

-

Exercised

-

 

-

-

 

-

Outstanding at the end of the year

245,000

 

0.53

75,000

 

0.50

Exercisable at year end

245,000

 

 

75,000

 

 

 

The share options outstanding at the end of the period have a weighted average remaining contractual life of 4.86 years and have the following exercise prices and fair values at the date of grant:

 

First exercise date (when vesting conditions are met)

Grant date

Exercise price

Fair value

31 December 2020

31 December 2019

 

 

£

£

Number

Number

2 August 2018

2 August 2018

0.50

0.3305

75,000

75,000

4 June 2020

4 June 2020

0.55

0.0038

170,000

-

 

 

 

 

245,000

75,000

 

At 31 December 2020 245,000 options were exercisable (2019: 75,000).

 

For those options and warrants granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-Scholes model.  The inputs into the model for the current and prior year were as follows:

 

 

Risk free rate

Share price volatility

Expected life

Share price at date of grant

2 August 2018

1.00%

84%

60 months

£0.50

4 June 2020

0.63%

84%

60 months

£0.60

 

Expected volatility was determined by calculating the historical volatility of similar listed companies share prices for 12 months prior to the date of grant.  The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

The Company therefore recognised total expenses of £1,000 relating to equity-settled share-based payment transactions during the period.

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

14

Financial instruments

 

 

 

The Company's financial instruments comprise cash at bank and payables which arise in the normal course of business.  It is, and has been throughout the period under review, the Company's policy that no speculative trading in financial instruments shall be undertaken.  The Company has been solely equity funded during the period.  As a result, the main risk arising from the Company's financial instruments is currency risk.

 

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 of the accounts.

 

 

 

2020

2019

 

 

£'000

£'000

 

Financial assets (current)

 

 

 

Cash and cash equivalents

272

354

 

 

 

 

 

Financial liabilities (current)

 

 

 

Trade payables and accruals

67

70

 

 

           

 

Notes to the financial statements (continued)

__________________________________________________________________________________________

 

15

Related party transactions

 

 

 

During the period, there were no related party transactions to disclose.

 

 

 

Remuneration of Key Management Personnel

The remuneration of the Directors and other key management personnel of the Company are set out below in aggregate for each of the categories specified in IAS24 Related party Disclosures.

 

 

2020

2019

 

 

£'000

£'000

 

Short-term employee benefits

50

51

 

Share-based payments

1

-

 

 

51

51

 

Interest rate risk and liquidity risk

The Company is funded by equity, maintaining all its funds in bank accounts.  The Company's policy throughout the period has been to minimise the risk of placing available funds on short term deposit.  The short-term deposits are placed with banks for periods up to 1 month according to funding requirements. 

 

The Company had no undrawn committed borrowing facilities at any time during the period.

 

Currency risk

The Company is directly exposed to currency risk of its investments, as they are based in Australia, and exposed to movement against the Australian Dollar as their assets, liabilities, revenue and expenditure are denominated therein.  The company is denominated in pound sterling.

 

Market risk

The company is not currently exposed directly to market risk in relation to its investments, as these are not currently listed on any stock market anywhere in the world.

 

Fair values

Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash held by the company with an original maturity of three months or less.  The carrying amount of these assets approximates their fair value.

 

The directors consider there to be no material difference between the book value of financial instruments and their values at the balance sheet date.

 

Risk management framework

The Company's board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.

 

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.  Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.  The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

Cost may be an appropriate estimation of fair value at the measurement date only in limited circumstances, such as for a pre-revenue entity when there is no catalyst for change in fair value, or the transaction date is relatively close to the measurement date. Other indicators include insufficient recent information , Wide range of possible fair values and cost represents the best estimate.

 

 

 

Notes to the financial statements (continued)

____________________________________________________________________________________

 

16

Capital Commitments & Contingent Liabilities

 

There are no non-cancellable capital commitments as at the balance sheet date. The Company has no contingent liabilities at the balance sheet date.

 

 

17

Ultimate control

 

The Company has no individual controlling party.

 

 

18

Events after the end of reporting period

 

 

 

 

 

 

19

On 16 March 2021, the Company announced that Mr Rigoll was appointed executive chairman of the Company and Mahesh Pulandaran had stepped down to non-executive director.

 

On 23 April 2021, the Company announced that it had raised £220,000 via placing of 440,000 shares at 50 pence per share.

 

Prior year restatement

 

The impact of the prior year restatement in respect of the classification of the investment in the Shangri la joint venture is as follows:

 

 

 

2019 - As presented

Restatement

2019 - As restated

Intangible asset

136

(136)

-

Investments accounted for using the equity method

-

136

136

 



ISIN: VGG9404A1030
Category Code: MSCM
TIDM: VVV
LEI Code: 213800OEUSH43X859D83
Sequence No.: 109794
EQS News ID: 1205169

 
End of Announcement EQS News Service

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