(“Imperial”, the “Group” or the “Company”)
Audited Results for the Year Ended
The Company is pleased to announce the financial results of
During the year the Company investigated a number of investment opportunities in the minerals and oil & gas industries. These due diligence activities did not produce an opportunity the directors believed was suitable of pursuing.
Subsequent to year end and with the support of the Company’s major shareholders a new Board of directors was appointed with a clear mandate to change the investment strategy of the Company. In due course, the Company will announce and post a circular to shareholders proposing, inter alia, a change of investment strategy.
The Company has applied to the NEX Exchange for approval to seek the above proposed change of investment strategy at a general meeting of shareholders which will be held as soon as possible.
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.
Since year end the Company has secured £50,000 in funding from an initial convertible loan note issue, announced on
The loss for the year was £100,176 (2017: £398,251). The result for the year ended
The Group’s Statement of Financial Position as at
30 June 2018 30 June 2017 £ £ Current assets 26,341 74,025 Non-current assets - - Total assets 26,341 74,025 Current liabilities 7,860 4,358 Total liabilities 7,860 4,358 Net assets 18,481 69,667
The Directors do not recommend the payment of a dividend (2017: £Nil).
On behalf of the Board, I would like to record our thanks to those who have helped the Company throughout the year.
The Directors of the Company accept responsibility for the contents of this announcement.
For further information please contact:
+44 7899 249990
+44 (0)20 7220 9796
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended
For the year ended 30 For the year ended 30 June June 2018 2017 Note £ £ Continuing operations Revenue - - Impairment of receivable - (361,777) and loss on disposal of available for sale investment Administrative expenses (100,183) (36,479) Loss before taxation (100,183) (398,256) Finance income – interest 7 5 receivable Income tax 4 - - Loss for the year (100,176) (398,251) attributable to the equity shareholders of the parent Other comprehensive income Items that may be subsequently reclassified to profit or loss Reclassification of - 329,908 cumulative loss on available for sale assets on disposal Other comprehensive - 329,908 income for the year, net of tax Total comprehensive (100,176) (68,343) income for the year attributable to the equity shareholders of the parent Earnings per share Basic and diluted loss (0.32p) (1.33p) per share attributable to 5 the equity shareholders of the parent (pence)
STATEMENT OF FINANCIAL POSITION
Group Company Note As at As at As at As at 30 June 2018 30 June 2017 30 June 2017 30 June 2017 £ £ £ £ ASSETS Non-current assets Investments in 7 - - 10 10 subsidiaries Total non-current - - 10 10 assets Current assets Trade and other 8 6,135 1,352 5,535 752 receivables Cash and cash 20,206 72,673 19,327 69,139 equivalents Total current assets 26,341 74,025 24,862 69,891 TOTAL ASSETS 26,341 74,025 24,872 69,901 LIABILITIES Current Liabilities Trade and other 9 7,860 4,358 7,860 4,358 payables Total current 7,860 4,358 7,860 4,358 liabilities TOTAL LIABILITIES 7,860 4,358 7,860 4,358 NET ASSETS 18,481 69,667 17,012 65,543 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital 10 202,786 201,700 202,786 201,700 Share premium 10 876,297 855,658 876,297 855,658 Equity to be issued 10 27,265 - 27,265 - Other reserve 1,600 1,600 1,600 1,600 Retained losses (1,089,467) (989,291) (1,090,936) (993,415) TOTAL EQUITY 18,481 69,667 17,012 65,543
STATEMENT OF CHANGES IN EQUITY
For the year ended
Group Share Share Equity Shares to Retained Available Total capital premium to be be issued losses for sale Equity issued under reserve options £ £ £ £ £ £ £ At 1 July 199,950 822,408 - 24,241 (615,281) (329,908) 101,410 2016 Loss for the - - - - (398,251) - (398,251) year Other - - - - - 329,908 329,908 comprehensive income for the year Total - - - - (398,251) 329,908 (68,343) comprehensive income for the year Issue of 1,750 33,250 - - - - 35,000 ordinary shares Issue of - - - 1,600 - - 1,600 share options Transfer on - - - (24,241) 24,241 - - expiry of share options Balance at 30 201,700 855,658 - 1,600 (989,291) - 69,667 June 2017 At 1 July 201,700 855,658 - 1,600 (989,291) - 69,667 2017 Loss for the - - - - (100,176) - (100,176) year Other - - - - - - - comprehensive income for the year Total - - - - (100,176) - (100,176) comprehensive income for the year Issue of 1,086 20,639 - - - - 21,725 ordinary shares Equity to be - - 27,265 - - - 27,265 issued Balance at 30 202,786 876,297 27,265 1,600 (1,089,467) - 18,481 June 2018
Company Share Share Equity to Shares to Retained Available Total capital premium be issued be issued losses for sale Equity under reserve options £ £ £ £ £ £ £ At 1 July 199,950 822,408 - 24,241 (617,051)(329,908) 99,640 2016 Loss for the - - - - (400,605) - (400,60 year 5) Other - - - - - 329,908 329,908 comprehensive income for the year Total - - - - (400,605) 329,908 (70,697 comprehensive ) income for the year Issue of 1,750 33,250 - - - - 35,000 ordinary shares Issue of - - - 1,600 - - 1,600 share options Expiry of - - - (24,241) 24,241 - - share options Balance at 30 201,700 855,658 - 1,600 (993,415) - 65,543 June 2017 At 1 July 201,700 855,658 - 1,600 (993,415) - 65,543 2017 Loss for the - - - - (97,521) - (97,521 year ) Other - - - - - - - comprehensive income for the year Total - - - - (97,521) - (97,521 comprehensive ) income for the year Issue of 1,086 20,639 - - - - 21,725 ordinary shares Equity to be - - 27,265 - - - 27,265 issued Balance at 30 202,786 876,297 27,265 1,600 (1,090,93 - 17,012 June 2018 6)
STATEMENT OF CASH FLOWS
For the year ended
Group Company Note 2018 2017 2018 2017 £ £ £ £ Cash flows from operating activities 11 (72,474) (34,194) (69,819) (36,548) Net cash used in operating activities (72,474) (34,194) (69,819) (36,548) Cash flows from investing activities Interest received 7 5 7 5 Proceeds from disposal of available for - 28,999 - 28,999 sale financial assets Net cash generated from investing 7 29,004 7 29,004 activities Cash Flows from financing activities Proceeds from issue of shares* 20,000 35,000 20,000 35,000 Net cash generated from financing 20,000 35,000 20,000 35,000 activities Net (decrease)/ increase in cash and (52,467) 29,810 (49,812) 27,456 cash equivalents Cash and cash equivalents at beginning 72,673 42,863 69,139 41,683 of year Cash and cash equivalents at end of 20,206 72,673 19,327 69,139 year
The Company is a public limited company incorporated and domiciled in the
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
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
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:
There are no new standards or amendments to standards and interpretations effective for the annual periods beginning on or after
(b) New and amended standards issued but not yet effective and not early adopted:
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Financial Statements are disclosed below. The Directors are assessing the possible impact of the following standards on the Group or Company’s Financial Statements:
Standard Effective Date
IFRS 9 Financial Instruments
IFRS 15 Revenue from Contracts with Customers 1 January 2018
IFRS 16 Leases 1 January 2019
IFRS 2 (Amendments) Classification and measurement of share based payments
Annual Improvements Annual Improvements to IFRS 2014-16 cycle 1 January 2018
IFRIC 23 Uncertainty over income tax treatments 1 January 2019
Annual Improvements * Annual Improvements to IFRS 2015-17 cycle
*Not yet endorsed by the EU and EU effective date not yet determined
Due to the current non-revenue generating nature of the Group and Company, IFRS 15 is not expected to have a material impact on the Group or Company financial statements.
Cash and Cash Equivalents
Cash and cash equivalents comprises 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 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.
1. 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 cost less any provision for impairment. 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.
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.
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 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.
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 Chairman’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.
The Financial Statements have been prepared on a going concern basis notwithstanding that the Group incurred a net loss of £100,176 during the year ended
Nevertheless, after making enquiries and considering the uncertainties described above, the Directors 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
NOTE 2: FINANCIAL RISK 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.
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 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
NOTE 3: EXPENSES BY NATURE
Group For the year For the year ended 30 June 2017 Loss on ordinary activities ended 30 June 2018 before tax is stated after charging: £ £ Fees payable to the Company’s 5,000 3,200 Auditor for the audit of the Group and Company’s annual financial statements
NOTE 4: TAXATION ON LOSS FROM ORDINARY ACTIVITIES
Group For the year ended 30 June For the year ended 30 June 2018 2017 £ £ Loss before tax (100,176) (398,251) Tax on loss for the year (19,033) (79,650) multiplied by the
UKcorporation tax rate of 19% (2017: 20%) Tax losses carried forward 19,033 79,650 on which no deferred tax asset has been recognised Tax charge for the year - -
The Group has carried forward excess management expenses and trade losses of approximately £492,000 (2017: £392,000) available to carry forward against future taxable profits. A deferred tax asset of approximately £84,000 (2017: £78,000) 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
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 two (2017: two). There are no other employees of the Group.
The following amounts were paid during the year to Directors:
Group 2018 2017 £ £ Directors Fees and Salaries 39,600 - 39,600 -
NOTE 7: INVESTMENT IN SUBSIDIARIES
Company 2018 2017 £ £ 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
Name Registered Office Proportion of ownership interest and voting rights Imperial Minerals (UK) 6th Floor, 60 Gracechurch 100% Limited – the nature of Street, London, EC3 0HR business is to make investments in the Group’s chosen business sector.
NOTE 8: TRADE AND OTHER RECEIVABLES
Group Company 2018 2017 2018 2017 £ £ £ £ Non-current Amounts due from subsidiary undertaking - - 97,818 88,418 Provision for impairment - - (97,818) (88,418) - - - - Current Loan receivable 119,468 119,468 119,468 119,468 Provision for impairment to loan (119,468) (119,468) (119,468) (119,468) VAT receivable 4,410 1,352 3,810 752 Prepayments 1,725 - 1,725 - 6,135 1,352 5,535 752
The fair value of all current receivables is as stated above.
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 2018 2017 2018 2017 £ £ £ £ Current Trade payables 2,860 1,158 2,860 1,158 Accruals and other payables 5,000 3,200 5,000 3,200 7,860 4,358 7,860 4,358
NOTE 10: SHARE CAPITAL
As at As at 30 June 2018 30 June 2017 Number £ Number £ Allotted and called up: Ordinary Shares of £0.001 each 31,831,250 31,831 30,745,000 30,745 Deferred Shares of £0.009 each 18,995,000 170,955 18,995,000 170,955 202,786 201,700
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 2017 30,745,000 201,700 855,658 1,057,358 At 30 June 2018 31,831,250 202,786 876,297 1,079,083
1,000,000 ordinary shares of £0.001 each were issued fully paid during the year at £0.02 per share for cash consideration of £20,000. In addition, 86,250 ordinary shares were issued fully paid at £0.02 per share to satisfy payment of outstanding corporate consulting fees of £1,725.
Equity to be issued
Options and warrants on issue
The outstanding share options and warrants as at
Number Weighted average exercise price (£) Exercisable as at 30 June 2016 3,000,000 0.113 Less options expired 15 November (3,000,000) 0.113 2016 Add warrants issued 9 December 875,000 0.04 2016 Add options issued 13 January 2017 5,000,000 0.04 Exercisable at 30 June 2017 5,875,000 0.04 Exercisable at 30 June 2018 5,875,000 0.04
30 June 2018 Range of Weighted Number of Weighted Weighted average exercise prices average options/warrants average remaining life (£) exercise price remaining life contracted (£) expected (years) (years) 0.04p 0.04p 5,000,000 3.54 3.54 0.04p 0.04p 875,000 1.5 1.5
30 June 2017 Range of Weighted Number of Weighted Weighted average exercise prices average options/warrants average remaining life (£) exercise price remaining life contracted (£) expected (years) (years) 0.04p 0.04p 5,000,000 4.54 4.54 0.04p 0.04p 875,000 2.5 2.5
NOTE 11: NOTES TO THE CASH FLOW STATEMENT
Group Company 2018 2017 2018 2017 £ £ £ £ Reconciliation of loss from operations to cash flows from operating activities Loss from operations (100,176) (398,251) (97,521) (400,605) Interest receivable (7) (5) (7) (5) Loss from disposal of available for sale - 361,777 - 361,777 financial assets Share based payments 28,990 - 28,990 - Share options expense - 1,600 - 1,600 Decrease/ (increase) in trade and other (4,783) 6,251 (4,783) 6,251 receivables (Decrease)/ increase in trade and other 3,502 (5,566) 3,502 (5,566) payables Cash flow from operating activities (72,474) (34,194) (69,819) (36,548)
NOTE 12:POST YEAR END EVENTS
NOTE 13: RELATED PARTIES
During the year the Company charged its subsidiary undertaking £12,000 (2017: £12,000) for the provision of advisory services. The amount receivable from the subsidiary undertaking as at
Details of the directors’ remuneration can be found in Note 6. Key Management Personnel are considered to be the directors.
NOTE 14: ULTIMATE CONTROLLING PARTY
The Directors believe there to be no ultimate controlling party.