Igraine Plc - Audited Results to 31 December 2020

IGRAINE PLC

AQSE: KING

(“Igraine” or the “Company”)

Audited Final Results to 31 December 2020

STRATEGIC REPORT

PRINCIPAL ACTIVITIES

The Company’s principal activity is that of an investment company listed on the Access Segment of the AQSE Growth Market (formerly the NEX Exchange Growth Market) with trading symbol AQSE:KING

Since June 2017, the Company’s investment strategy has been focused on the service and technology sectors, including products related to social or life enhancement.

Following the restructuring process concluded in September 2020 and the appointment of Brian Jones as Non-Executive Chairman, the Company has continued to support its existing investments, focused on the service and technology sectors (including products related to social or life enhancement), with a view to achieving exits where opportunities arise. The Company will narrow the focus of its investment strategy going forward, to target businesses and companies where the opportunity exists to develop complementary services that support the NHS in delivering high quality, patient focused, integrated care.

It is intended that the Company will, invest through a number of financial instruments including but not limited to; secured convertible loan notes, equity and to acquire shareholdings in UK based or overseas companies whose managements are proposing to seek a stock market quotation in the short/medium term, although the acquisition of minority interests in companies already admitted to the AIM Market of the London Stock Exchange or the AQSE Growth Market will not necessarily be precluded. The Directors will also consider investment opportunities where the natural exit strategy will be through a trade sale.

In April 2021, the Company began to conduct a recapitalisation and restructure welcoming new Directors, investment and adopting a revised investment policy, focusing on the med-tech industry. Please refer to the Directors Post Year End Review for full detail.

REVIEW OF BUSINESS

During the year to 31 December 2020 the Company made a loss before amortisation of preference shares of £560,573 (31 December 2019: loss of £2,798,129). Following Meetings of both classes of Shareholders the Company’s preference shares were converted into ordinary shares on 26 September 2020. This resulted in a write back to reserves of £4,548,821. During the year there was a charge of £278,980 (31 December 2019: £557,959) in respect of amortisation of the preference shares which was required up to date of conversion. In addition, there was a charge of £418,087 crystallised on the conversion of the shares.

As at 31 December 2020, the Company had net liabilities per share totalling 0.01p (2019: 0.55p)

Wallet Ads

On 2 January 2019 the Company announced that £150,000 of secured convertible loan notes (“Loan Notes”) had been converted into equity representing 20% of the ordinary share capital of Wallet Ads.

Wallet Ads owns and operates a mobile engagement platform that combines mobile wallet passes (Apple Wallet / Google Pay), HTML5 web and social media (Facebook, Twitter, WhatsApp) technologies to enable brands to deliver digital vouchers or passes direct to consumers’ smartphones. Wallet Ads became revenue generating in the latter half of 2019, although progress was mostly linked to test campaigns.

Further development of the platform stalled in 2020 due to the limited working capital available to Wallet Ads with it requiring further investment. The Company will not be providing further investment to Wallet Ads and The Directors continue to monitor this investment, consider it non-core and will seek to materialise value from the investment position.
 

Rapid Nutrition

In early January 2020 the Company received the final repayment of the loan monies previously advanced to Rapid Nutrition Plc (“Rapid”), a natural healthcare company focused on the research, development and production of a range of life science products. Rapid is presently listed on the SIX Swiss Exchange, Zurich, and has also applied for the dual admission of its existing issued shares to the OTCQB listing segment of the OTC Market.

As part of negotiations in recovering the loan in full the Company agreed to forgo any remaining costs and interest due on the loan in exchange for 232,010 fully paid shares, in addition to 250,000 fully paid ordinary shares previously accepted in lieu of interest due on the loan.

The Company’s shareholding in Rapid represents a 0.8% holding. Rapid’s share price was USD 0.138 at 31 December 2020 with the movement in the share price leading to a fair value loss of £3,132 in the year. 

XMG

We reported in 2017 that we had provided a loan facility, to X Markets Group Limited ("XMG"). XMG seeks to provide non-bank liquidity offering executable prices for a variety of mainly spot products which includes CFDs, FX, futures and equities. It streams prices to its clients who are forex and CFD brokers as well as tier-1 & tier-2 banks, brokers and other financial institutions (and exchanges) for their own clients’ order execution.

The Company continues to work with the director of XMG, who previously reported ongoing delays in securing funding needed to commence trading. This has continued to be the case in 2020.

The balance of the loan to XMG at 31 December 2020 was £178,776 of which £100,000 is secured by way of a personal guarantee provided by the director of XMG. Having reviewed this investment and in light of the developments during 2020 The Directors consider the full provision made against this loan in 2019 to continue to be appropriate although the Company will continue to seek to recover this balance.

One Media

In 2013 the Company invested in One Media (OME). Following numerous attempts to support the officers of OME in their efforts to stabilise the business, ultimately OME was unable to secure additional funding to re-energise that business. In late 2019 the SEC suspended trading in OME and since that time the Directors have sought to refinance the business. In December 2020 they advised that their efforts had proved fruitless, partially affected by the difficulties caused by the COVID-19 crisis, and they had collectively stepped down. OME is now in the hands of the SEC who are likely to dissolve it in due course. Any monies due from this investment were fully written off as at 31 December 2020.

Just Bee Drinks

On the 10 April 2019 the Directors of Igraine PLC announced that the Company had agreed to subscribe £150,000 for 1,840,000 Ordinary A shares in Just Bee Drinks Limited (“Just Bee”). This investment, which formed part of a total equity fund raise of £292,000, represented an equity stake of 9.14% in Just Bee following completion of this funding round. In addition, Igraine PLC  agreed to provide a working capital loan to Just Bee supported by a first ranking fixed and floating debenture over the assets of Just Bee Drinks Ltd. To date this facility has not been called upon.

At the time of the investment, Just Bee produced a 100% natural juicy water drink, sweetened with a drop of honey. The brand was developed by beekeepers and also has a social and ethical mission to protect bees, helping to plant bee-friendly wildflower patches across the UK, with 5 million flowers planted to date.
 

During 2020, the Covid-19 crisis saw a significant impact on sales as key customers streamlined their product lines. After significant Board discussions it was decided that the company was to close down its drinks production and that they were to be replaced by a new range of vitamin honey products. Since this change in strategic direction, early sales show indications of promise but the change in operational direction from point of original investment has altered the company’s ability to materialise value from this investment and the company are not considering future investment by way of equity or debt. The Board have reviewed this investment and in light of these developments in conjunction with the latest accounts and are of the view that this investment should be written down to £15,113 at 31 December 2020.

ASSIF

The Directors of Igraine announced in May 2019 that the Company agreed to subscribe for up to £150,000 0% fixed rate secured convertible loan notes (“Notes”) issued by ASSIF Limited (“ASSIF”), a company that is developing a digital product related to employees’ mental health. The loan was to be provided in two equal sums, the second due when certain conditions were met and are supported by a first ranking legal charge over the assets of ASSIF.

The conversion will be for a maximum of 35% of the ordinary equity share capital of ASSIF, which will be reduced by 5% of the ordinary equity share capital in respect of a number of key milestones achieved prior to conversion to a minimum of 15%.

ASSIF is a mental health and wellness platform. It will primarily be a community for peer to peer support for people worried about mental health. Within the platform will be tools to help individuals with their mental health, including gamification and breathing videos. ASSIF is using cutting edge technology to deliver said tools and will have a consumer application and a business to business platform.

COVID – 19 has caused a number of inevitable delays to the early development of the platform although discussions with key major institutions, targeted as early adopters of the platform, continue to be constructive. In addition, the delay in executing the previous plan for the platform and continuing discussions with potential early adopters have seen the platform change significantly from what was originally planned. During the year ASSIF identified the need for substantial further pre revenue investment and stated their intention to repay the loan plus interest and costs. Discussions are continuing at this time.

The Board have therefore reviewed this financial asset and have estimated that its fair value at 31 December 2020 was equal to cost. The primary justification for this is the fact that nothing has been noted to suggest that the fair value has fallen to below cost since the convertible loan notes were purchased and the business has continued to progress with its aims for the year.

CAPITAL REORGANISATION

On 18 June 2020, the Company entered into a framework agreement with Brian Jones under which he provided £30,000 of funding in the form of convertible loan notes and, subject to the conversion of the preference shares then in issue to ordinary shares, was to provide a further £20,000 of funding which would result in him holding 29.90% of the ordinary shares capital of the Company following the conversion of both the loan notes and the preference shares. This was completed on 29 September 2020.

POST-YEAR END REVIEW

Due to a late filing of the Company’s final results for the Year Ending, 30 December 2019, the Company’s shares were suspended in 2020.

On 26 April 2021, the Company completed a recapitalisation and Board change, introducing new Directors, Mr Simon Grant-Rennick and Mr Burns Singh Tennent-Bhohi. After the Company’s Annual General Meeting held on 26 April 2021, Mr Brian Jones & Mr Kenneth Hillen resigned from the Board of Directors.

The injection of new capital and Directors enabled the Company to review its existing financial position, its underlying assets and consider how best to progress and create value for shareholders of the Company. I am pleased to report that on 11 June 2021, the Company announced and posted a Circular to convene a General Meeting to approve proposals and resolutions to create a premier MedTech and biotech investment company that includes a conditional brokered financing for gross proceeds of, £2,000,500.

As at date of this report the Company confirms that the resolutions and proposals put to the shareholders of the Company were duly passed.

On 28 July 2021 the Company changed its name to Igraine PLC.

The Financing

£2,000,500 (gross proceeds) through the issue of, 77,519,230 new ordinary shares at a subscription price of, £0.025807 which is considered to have put the Company in a robust financial position.

Change of Corporate Advisor

The company appointed Peterhouse Capital Limited as the company’s Corporate Advisor & Corporate Broker

BOARD ADDITIONS

Sir Professor Christopher Evans (aged 63) – Executive Chairman

Professor Sir Christopher Evans is the founder and Chairman of Excalibur Group and a renowned scientist and highly successful entrepreneur with numerous prestigious awards and medals for his work over the last 30 years during which time he has built more than 50 medical companies from start-up and floated 20 new medical businesses on stock markets in six different countries. He has created 11 successful academic spin-outs and companies worth over $2.4 billion, and has raised $2.6 billion from disposals. He directed the raising of approximately $450 million for Merlin Biosciences Funds and $2.6 billion from disposals including the sale of BioVex Group, Inc. to Amgen Inc. and Piramed Limited to Roche Group. Through Merlin Ventures Limited, he co-founded and advised Biotech Growth Trust plc. Arakis Limited, one of the companies developed by him was sold to Sosei Co. Ltd for $187 million. He has founded notable companies such as Chiroscience, Celsis, ReNeuron, Vectura, Biovex and Merlin Biosciences Ltd. Appointed an OBE in 1995 for services to medical bioscience he was knighted in 2001 for services to bioscience and enterprise. Latterly he was founder of Arix Bioscience plc (LSE:ARX), of the oncology specialist Ellipses Pharma Limited and of Excalibur Healthcare Services Ltd.

Stephen “Steve” David Winfield (aged 28) - Executive Director

Stephen Winfield is currently the commercial director and a board director of Excalibur Healthcare Services Ltd.  He has a track record of building, financing and selling various businesses from the ground up.  His experience spans 9 years in building and managing teams across the technology, food and beverage and healthcare sectors, primarily alongside Professor Sir Christopher Evans OBE.

He has managed over £170m of transactions acting as a director of various companies and helped raise in excess of £20m to date for private businesses in the UK. More recently Stephen has been advising Scoffs Group (UK’s largest Costa Coffee franchisee).

Martin Walton (aged 57) – Executive Director

Martin Walton is currently Chairman and CEO, Bradshaw Consulting Ltd, a Strategic Advisory group assisting companies and shareholders in creating, generating and realising value from investments in life sciences and tech sectors. In 2020 he set up and now manages Excalibur Medicines Ltd to develop the AZD1656. He is a director of Interrad Medical, a Minneapolis-based MedTech company.

Previously he was Vice Chairman of Simbec-Orion Group a specialist CRO which he sold to private equity for a 3x return. He has been Executive Chairman of Iota Sciences Ltd, a spin-out from Oxford University with revolutionary technology in microfluidics. With Professor Sir Chris Evans he assisted in founding Arix Bioscience in 2016 and listed it on the LSE in 2017. He was co-founder and CEO of Arthurian Life Sciences Ltd, the manager of the top-decile Wales Life Sciences Investment Fund, an innovative hybrid of private and public equity. He was CEO of Excalibur Group 2010 – 2016, and CEO of both Excalibur Fund Managers (Life Sciences VC / PE fund manager) and Excalibur Healthcare Services (provision of healthcare services and facilities).  Prior to this he had a highly successful 25 year career in investment banking and investment management.

Burns Singh Tennent-Bhohi (aged 28) – Non-Executive Director

Burns Singh Tennent-Bhohi is the founder & CEO of The Glenpani Group, an international private venture capital business based in London/UK. Glenpani's principal activity is the evaluation and augmentation of distressed-asset opportunities and private-transaction/investment origination. Glenpani Group cornerstone-invest, originate transactions and provide corporate consultancy to international companies both private and public including; AQSE, AIM, TSX-V, CSE & ASX.

Burns assumes a number of directorships of both private and public companies and his current appointments in public interest companies include: Chairman of Oscillate plc (AQSE: MUSH), CEO and a Director of, Evrima plc (AQSE: EVA), Director of Igraine plc (AQSE: KING) and Director of Globe Capital Ltd (AQSE; GCAP) and have included: Forum Energy Metals Corp. (TSX-V: FMC), in 2019 FMC executed a $30,000,000 project earn-in agreement with Rio Tinto on its Janice Lake sedimentary copper project and a $6,000,000 project earn-in with Orano & the CEO and a Director of IamFire plc (AQSE: FIRE)

Active in North American capital markets, Burns is also the founder of LC, a specialised private investment vehicle that syndicates and connects global capital investment for private transaction origination & pre-IPO opportunities. Glenpani Group maintains an extensive international network that includes corporate brokers/financiers, investment bankers, merchant banks, UHNWIs, project financiers, asset-banks and technical teams. Burns graduated from the University of Glasgow with a degree in Economics/Social Sciences.

Simon Grant-Renncik (aged 64)– Non-Executive Director

Simon graduated from the Camborne School of Mines (BSc Mining Engineering [Hons], ACSM) and has been actively involved in the mining and metal trading industry for over 30-years. During this time Simon has served Board & Management roles for both private and public (LSE, ASX, AQSE) entities globally. 

Simon has extensive experiences in the industrial and non-ferrous metal industry which includes a successfully operating Falconbridge Internationals non-ferrous trading arm. 

Simon maintains a number of Board & Management Roles across industries including; agriculture, property, technology & the mining sector, including; All Active Asset Capital Ltd (AIM: AAA), U.K. Spac plc (AIM: SPC), Evrima plc (AQSE: EVA), Globe Capital (AQSE: GCAP) and was most recently the Executive Chairman of Quetzal Capital plc (AQSE: QTZ).

Adoption of New Investment Policy

The Company’s business strategy will be to source and develop breakthrough innovative technologies and commercially attractive discoveries in the healthcare and life science sector worldwide. The proposed Co-Investment Agreement will give the Company privileged access to attractive opportunities which have been sourced, selected and subjected to due diligence by sector experts.

Its objective will be to develop and commercialise these opportunities to provide attractive returns to its investors. The Company will do this through the sourcing and identification of promising technologies, the arrangement of appropriate financing for those technologies and experienced management oversight of the structured development of the technologies and, ultimately, their commercialisation.

The Company will execute its strategy by sourcing world class innovation from a rich pipeline of opportunities. The pipeline of opportunities will be derived from four key sources:

? personal and professional networks - the newly appointed Directors and senior leadership team bring high quality and extensive networks of personal, professional and industry contacts (including an extensive network of scientists and key opinion leaders in medicine both inside and outside pharmaceutical corporates). In particular, such extensive networks provide opportunities to pursue relationships with pharmaceutical companies which are both a potential source of innovative opportunities and as potential acquirers;

? academia - contacts developed over many years with leading universities and other academic and research institutions globally provide direct access to innovative technologies, ahead of third parties;

? the professional adviser market – links with Peterhouse Capital and others ensure we will see opportunities before the broader investor market will; and

? fund managers – the newly appointed Directors maintain close relationships with fund managers who can provide a source of innovative opportunities.

The new Executive Team will make such opportunities subject to a rigorous evaluation process. Initially there will be a high level assessment where the following criteria are considered:

1. does the technology have a potential market;
2. are there any competing technologies known to be under development;
3. at what stage of development is the technology;
4. basic assessment of intellectual property rights; and
5. vetting of the team or the business owning and managing the technology.
    

More detailed assessment will follow, typically after having entered a confidentiality agreement to review more substantial information in relation to proprietary technology. This would involve a direct consultation with the inventor(s), and technical and scientific validation by the Company’s proposed consultants.to ascertain the following:

1. whether the technology has breakthrough quality;
2. if the scientific base of the proposal is sound;
3. ownership of intellectual property rights in relation to the technology (including patentability, “freedom to operate” and identifying if any third party intellectual property rights are necessary for the further development and ultimate commercialisation of the innovation);
4. assessment of the suitability of the development of the technology from a regulatory perspective (in particular whether there are any potential reasons for refusing the licensing of a product candidate); and
5. to identify the requirements and approximate timing of achieving commercialisation.

If these pass muster then a final stage of due diligence would be undertaken to ascertain the available options to acquire an interest in the opportunity. Should an opportunity be available then a final stage is completed as follows:

1. legal due diligence as to intellectual property rights, including ownership, restrictions to operations and licence arrangement, corporate governance and existing financing arrangements;
2. clinical due diligence as to robustness and fitness for purpose of the clinical trials and the suitability of the CRO; any ethical and regulatory issues, requirements for permits and consents; – feasibility of key milestone achievement (such as a product candidate approval by relevant regulatory agencies) within pre-defined time frames and appropriateness of the proposed endpoints; and targeted disease indication;
3. commercialisation potential as to availability or achievability of CMC for Investigational New Drug applications (INDs) and New Drug Applications (NDAs); projected cost and location of product manufacturing; access to market and size of potential market; product pricing and projected time and rate of return on development costs; availability of one or more highly innovative product candidates, products or proprietary technologies targeting a significant medical and/or commercial need; and – presence of foreseeable sustainable competitive advantages;
4. financing arrangements as to adequacy of existing finance; assessment of financial strength of investors; and availability of funding
5. quality of the scientific and management credentials of the team
6. examination and possible adaptation of appropriate development plan and business plan.

Igraine completed Co-Investment Rights with Excalibur Healthcare

On 28 June 2021, following the resolutions being passed at the company’s AGM, Excalibur Healthcare Services granted the Company rights to co-invest in all healthcare and life-science investment opportunities sourced or invested into by Excalibur Healthcare Services. As consideration for the granting to the Company of these co-investment rights, and the purchase of the 2% stake in Excalibur Medicines Ltd (“EML”), the Company has agreed to pay the vendors the following consideration;

• £600,000 in cash, plus
• £500,000 of new Deferred Shares in the Company at an issue price of 5p per share (approximately 2x the placing price). These Deferred Shares will not be admitted to trading on Aquis, will be non-transferable, and will have no rights attached. They will be cancelled on the 6-month anniversary of issue unless, within 30 calendar days of the publication of the results of the trial of the AZD1656 drug, the Board of Igraine PLC, at its sole discretion, unanimously agree that the trial has been a success and thus consent to the immediate conversion of all Deferred Shares into the equivalent number of new ordinary shares in the Company.

ABOUT EML INVESTMENT

EML has secured exclusive rights to and owns the patents on a drug, AZD1656, which is being developed as a potential therapeutic for diabetics suffering from COVID-19. As there are very few new therapeutics in development for COVID-19 and associated virally transmitted diseases (most research is in combining existing treatments) this has the potential to be highly attractive to big pharma and biotech buyers. Further, if the trials are successful, it is likely the drug will be effective for the general population in Covid -19 and in other respiratory diseases. The results of the Phase 2 trials of the drug - the ARCADIA trial – to assess the safety and efficacy of AZD1656 in 150 patients with either Type 1 or Type 2 diabetes who have been hospitalised with COVID-19, were released on the 9 September 2021:

Results from ARCADIA Phase II Clinical Trial of a Potential Therapy for COVID-19

St George Street Capital, a UK-based biomedical charity, and Excalibur Medicines Ltd., a biotechnology investment company, are pleased to announce the receipt of the final data from the ARCADIA Phase ll clinical trial which was conducted to assess a therapy that could treat diabetic patients suffering from COVID-19.

In light of the encouraging trial results, St George Street Capital and Excalibur will immediately start to undertake commercial discussions with potential licensees and/or fundraise for further clinical trials to investigate AZD1656 in a larger study. Further analysis to determine the precise nature of the biological effects of AZD1656 that explain the observed clinical outcomes will also be conducted.

The trial data has shown the following:

Efficacy:

A strong trend towards reduced mortality in patients receiving AZD1656. This was noted in both mortality on treatment and all-cause mortality, which were lower in the AZD1656 group compared to the placebo group. The strong trend to improved mortality for patients on AZD1656 was observed on top of patients receiving other medication, including dexamethasone, as part of standard of care. Certain clinically and biochemically defined subsets of patients appeared to benefit most from treatment with AZD1656. The data from ARCADIA supports continued investigation of AZD1656 for the treatment of patients with COVID-19, with or without diabetes, in future clinical trials.

Safety and Tolerability:

AZD1656 was shown to be well-tolerated in this patient population with no serious adverse reactions (SARs) occurring. The degree of glycaemic control, as measured by the need to increase baseline medication requirements or the need to add additional diabetic medications, was no different between the AZD1656 group and the placebo group. The proportion of Serious Adverse Events (SAEs) was numerically lower in the AZD1656 group compared with the placebo group. The proportion of Treatment Emergent Adverse Events (TEAE) was also no different between the groups. Overall no safety concerns were identified regarding the use of AZD1656 in this patient population.

Diabetes, whether type 1 or 2, has been the leading single cause of co-morbidity during the pandemic and one in three of all deaths with COVID-19 in hospital in England have been associated with diabetes.

About the ARCADIA Trial

AZD1656 was identified by St George Street Capital as a potential treatment for people with diabetes infected with COVID-19.

The objectives of the ARCADIA clinical trial were to assess the safety and tolerability of a glucose kinase activator, AZD1656, and to determine the effect of the therapy on clinical improvement and mortality in people with diabetes hospitalised with COVID-19. The trial also explored whether AZD1656 benefits COVID-19 patients via its effects on immune function.

ARCADIA was a randomised, double-blind, placebo-controlled Phase II clinical trial involving 153 patients. The clinical trial was arranged and structured by Professor Sir Chris Evans, Chairman and CEO of Excalibur Healthcare Services, through its subsidiary, Excalibur Medicines Ltd. Sir Chris worked closely with Professor John Martin and his team at St George Street, a UK-based biomedical research charity, which secured the initial project and permission to run the trial from AstraZeneca.

As at date of this report, the Company has a well capitalised treasury, newly constructed investment policy and has welcomed Directors that have been at the forefront of innovation and value creation in the MedTech, life sciences and biotech industries.

Dividends

The Directors do not propose a dividend in respect of the year ended 31 December 2020 (2019: nil). See note 19 for commentary on the dividends payable in respect of the preference shares issued in previous years by the Company.

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

On behalf of the Board

Simon Grant Rennick
Non-Executive Director
On Behalf of the Board
21 December 2021                  

Enquiries

Company:

Martin Walton (Executive Director)
Steve Winfield (Executive Director)

AQSE Growth Market Corporate Adviser

Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Tel: +44 (0) 207 469 0930

Media inquiries:

Ramsay Smith, Media House International
ramsay@mediahouse.co.uk: +44 (0) 7788414856

STATEMENT OF COMPREHENSIVE INCOME

There are no recognised gains and losses other than those passing through the income statement.

STATEMENT OF FINANCIAL POSITION

Approved by the Board for issue on 21 December 2021

Mr Simon Grant-Rennick

Non-Executive Director

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS