11 January 2023
Pioneer Media Holdings Inc.
("Pioneer", the "Company")
Interim Results
Pioneer Media Holdings Inc. (NEO: JPEG, AQSE: PNER), a web3 gaming and infrastructure company, is pleased to announce its unaudited interim results for the six months ended November 30, 2022. A full copy of the Condensed Interim Consolidated Financial Statements and Management Discussion and Analysis are obtainable from the Company's website at https://www.p10neer.com/ .
This announcement contains information which, prior to its disclosure, constituted inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).
About Pioneer Media Holdings Inc.
Pioneer (NEO:JPEG, AQSE: PNER) is a leading web3 gaming and infrastructure company using its proprietary suite of technology, MetaKit, to build and convert games and applications for the blockchain. Pioneer has built a complete web3 gaming ecosystem which includes content and game development; infrastructure and web2 conversion; and distribution and global publishing. Through strategic distribution partnerships, Pioneer will continue to focus on launching successful play to earn (P2E) games to mass markets globally, and drive user engagement and adoption and therefore meaningful revenue generation.
Web3 gaming is at the forefront of a new wave of technology and there is significant opportunity for growth as an early adopter in the industry. Even in its infancy, there is a significant influx of capital, both public and private, and attention on the bourgeoning sector. Additional information about Pioneer is available at www.p10neer.com or www.sedar.com.
ON BEHALF OF PIONEER MEDIA HOLDINGS INC.
"Darcy Taylor"
CEO & Director
First Sentinel Corporate Finance Ltd (AQSE Corporate Adviser)
Brian Stockbridge +44 7876 888 011
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the matters described herein. Forward-looking statements consist of statements that are not purely historical, and such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in
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Pioneer Media Holdings Inc. |
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Statements of Financial Position |
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(Stated in Canadian Dollars) |
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(unaudited) |
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November 30, |
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May 31, |
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2022 |
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2022 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ 847,644 |
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$ 1,654,311 |
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Trade and other receivables |
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149,715 |
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289,160 |
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Prepaid expenses and other assets |
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196,086 |
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84,044 |
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Total current assets |
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1,193,445 |
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2,027,515 |
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Non-current assets |
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Investment in associate |
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503,234 |
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863,370 |
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Investments |
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4,876,212 |
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8,066,884 |
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Purchased technology |
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1,829,783 |
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4,605,456 |
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TOTAL ASSETS |
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$ 8,402,674 |
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$ 15,563,225 |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Trade and other payables |
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$ 619,506 |
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$ 342,349 |
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Accrued purchase consideration |
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453,549 |
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1,422,991 |
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Derivative financial liablility |
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5,700 |
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57,900 |
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Total current liabilities |
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1,078,755 |
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1,823,240 |
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Non-current liabilities |
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Accrued purchase consideration |
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178,412 |
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602,141 |
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Total non-current liabilities |
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178,412 |
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602,141 |
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Equity |
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Common shares |
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36,378,293 |
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35,725,490 |
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Share-based payments reserve |
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1,018,373 |
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898,342 |
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Retained earnings (deficit) |
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(30,251,159) |
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(23,485,988) |
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Total equity |
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7,145,507 |
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13,137,844 |
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TOTAL LIABILITIES AND EQUITY |
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$ 8,402,674 |
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$ 15,563,225 |
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Statements of Income (Loss) and Comprehensive Income (Loss) |
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(Stated in Canadian Dollars) |
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(unaudited) |
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Three months ended November 30, |
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Six months ended November 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenue |
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$ 689,228 |
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$ - |
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$ 843,568 |
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$ - |
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Cost of sales |
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323,735 |
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- |
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472,003 |
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- |
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- |
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Gross Margin |
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365,493 |
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- |
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371,565 |
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- |
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- |
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Expenses |
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- |
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Filing and listing fees |
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21,222 |
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43,878 |
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90,673 |
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Management fees |
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97,125 |
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39,710 |
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191,625 |
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74,340 |
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Marketing |
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34,689 |
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3,859 |
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106,520 |
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10,804 |
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Office and miscellaneous |
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54,488 |
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(2,377) |
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181,338 |
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18,353 |
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Professional and consulting fees |
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203,221 |
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40,851 |
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391,340 |
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76,269 |
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Research and development |
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224,707 |
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- |
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526,812 |
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- |
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Share-based payments |
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45,680 |
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142,353 |
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117,831 |
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312,032 |
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- |
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Loss before other items and income taxes |
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(315,639) |
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(289,458) |
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(1,187,779) |
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(582,471) |
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- |
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Other items |
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- |
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Amortization of purchased software |
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(1,387,836) |
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- |
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(2,775,673) |
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- |
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Interest and other income |
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12,815 |
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615 |
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15,870 |
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1,232 |
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Equity loss on investment in associate |
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(176,787) |
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(197,250) |
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(360,136) |
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(239,501) |
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Fair value changes on derivatives |
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10,000 |
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(429,900) |
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52,200 |
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(432,200) |
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Fair value changes on investments |
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(2,225,575) |
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(1,915,391) |
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(3,460,672) |
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(5,663,958) |
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Gain on sale of investments |
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428,563 |
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428,563 |
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Fair value changes on accrued purchase consideration |
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156,022 |
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- |
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861,566 |
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- |
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Earnings (loss) before income taxes |
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(3,927,000) |
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(2,402,821) |
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(6,854,624) |
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(6,488,335) |
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Income tax recovery (expense) |
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- |
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89,453 |
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- |
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Deferred income tax recovery (expense) |
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- |
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276,000 |
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- |
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793,000 |
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- |
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Earnings (loss) and comprehensive earnings (loss) for the year |
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(3,927,000) |
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$ (2,126,821) |
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$ (6,765,171) |
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$ (5,695,335) |
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Weighted average number of common shares outstanding |
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Basic and diluted |
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78,444,191 |
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55,718,400 |
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77,679,442 |
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55,626,919 |
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- |
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Basic and diluted loss per common share |
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$ (0.05) |
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$ (0.04) |
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$ (0.09) |
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$ (0.10) |
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Pioneer Media Holdings Inc. |
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Consolidated Statements of Changes in Equity |
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(Stated in Canadian Dollars) |
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(unaudited) |
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Share |
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Share-based |
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Retained |
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Common Shares |
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Subscriptions |
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Payments |
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Earnings |
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Number |
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Amount |
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(Receivable) |
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Reserve |
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(deficit) |
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Total |
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Balance at May 31, 2022 |
76,897,507 |
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$ 35,725,490 |
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$ - |
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$ 898,342 |
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$ 13,137,844 |
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Share-based payments |
- |
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- |
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- |
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117,831 |
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- |
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117,831 |
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Shares issued for acquisition |
1,115,075 |
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72,803 |
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72,803 |
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Shares issued in private private placement |
5,800,000 |
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580,000 |
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580,000 |
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Loss for the period |
- |
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- |
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- |
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- |
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(6,765,171) |
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(6,765,171) |
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Balance at November 30, 2022 |
83,812,582 |
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$ 36,378,293 |
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$ - |
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$ 1,016,173 |
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$ 7,143,307 |
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Balance at May 31, 2021 |
55,536,433 |
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$ 14,440,452 |
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$ - |
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$ 304,320 |
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$ 4,001,771 |
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$ 18,746,543 |
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Shares issued for cash |
1,103,932 |
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1,027,896 |
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9,800 |
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1,037,696 |
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Share-based payments |
- |
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- |
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- |
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312,032 |
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- |
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312,032 |
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Loss for the period |
- |
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- |
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- |
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- |
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(5,695,335) |
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(5,695,335) |
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Balance at November 30, 2021 |
56,640,365 |
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$ 15,468,348 |
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$ - |
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$ 626,152 |
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$ (1,693,564) |
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$ 14,400,936 |
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Statements of Cash Flows |
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(Stated in Canadian Dollars) |
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(unaudited) |
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Six months ended November 30 |
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2022 |
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2021 |
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Operating activities |
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Earnings (loss) for the year |
$ (6,765,171) |
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$ (5,695,335) |
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Items not involving cash: |
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Share-based payments |
117,831 |
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312,032 |
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Interest income accrued |
- |
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(1,232) |
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Equity loss on investment |
360,136 |
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239,501 |
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Fair value changes on derivatives |
(52,200) |
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432,200 |
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Fair value changes on investments |
3,460,672 |
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5,663,958 |
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Gain on sale of investments |
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(428,563) |
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Income tax expense (recovery) |
- |
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(793,000) |
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Fair value changes on accrued purchase considersation |
(861,566) |
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- |
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Amortization of purchased software |
2,775,673 |
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- |
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Changes in non-cash working capital items: |
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Trade and other receivables |
139,445 |
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- |
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Prepaid expenses |
(112,042) |
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(25,362) |
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Trade and other payables |
154,898 |
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(128,520) |
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Net cash used in operating activities |
(782,324) |
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(424,321) |
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Investing Activities |
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Disposition of investments |
- |
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1,142,152 |
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Purchase of investments |
(240,000) |
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(2,583,870) |
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Net cash used in investing activities |
(240,000) |
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(1,441,718) |
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Financing Activities |
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Shares issued for cash |
580,000 |
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1,037,696 |
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Cash paid to settle accrued purchase liability |
(364,343) |
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- |
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Net cash provided by financing activities |
215,658 |
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1,037,696 |
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Change in cash during the period |
(806,667) |
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(828,343) |
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Cash, beginning of period |
1,654,311 |
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2,871,074 |
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Cash, end of period |
$ 847,644 |
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$ 2,042,731 |
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Supplemental Cash Flow Information |
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Income taxes paid |
$ - |
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$ - |
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Interest paid (received) |
$ - |
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$ - |
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Non-cash Financing and Investing Activities |
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Shares issued to Crowdform shareholders in lieu of cash |
$ 80,000 |
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$ - |
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Shares issued for Crowdform acquisition |
$ 89,206 |
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$ - |
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