TIDMGUN
RNS Number : 2797W
Gunsynd PLC
10 December 2019
Gunsynd plc
("Gunsynd" or the "Company")
Final Results for the year ended 31 July 2019
Gunsynd (AIM: GUN, NEX: GUN) is pleased to announce that its
Final Results for the year ended 31 July 2019 will be posted
shortly to shareholders and are available on the Company's website:
http://www.gunsynd.com/.
Review of Investments
Human Brands Inc. ("HB")
HB continued to build on its foundation in 2019. Its revenues
are up over 25%-30% year over year on a non-audited like for like
basis
A key focus in 2019 was the launch of its flagship brand, Shinju
Japanese Whisky. HB believes there is a huge opportunity in
Japanese Whisky and the market reception for Shinju has proved
that. HB has been very careful and strategic with how it is
launching the Brand, selecting only key markets and certain
distributors to start. In less than a year HB has sold over 6,000
bottles of Shinju. In early 2019, Shinju started off only selling
in Washington DC. It has now expanded into many key markets
including New York, Boston, Las Vegas, and California.
Shinju has commitments to launch in New Jersey, Virginia, and
Mexico in Q1, 2020. HB has also formed a marketing partnership with
Sapporo Beer, Japan's oldest brewery. Both brands will market
together in New York City, with a goal of taking the partnership
nationwide.
HB saw significant growth in its wine portfolio in 2019 and sold
multiple containers this year. At the start of the year HB was
selling its wine, Miolo, into twenty US States and has since added
five more. A key driver of this growth has been 'mandatory' product
placements into national chains like Fogo de Chao and Rodizio
Grill.
HB spent a lot of 2019 continuing to build a core foundation
around its tequila business. As, what the Directors believe to be,
one of the fastest growing spirits, with very minimal worldwide
acceptance 'yet', HB is adding assets to capitalize on tequila's
current growth and its future.
Copa Imperial, the HB's flagship super premium tequila aged for
8 years is expected to launch in Q1 2020. The final bottle design
is being completed with a number of sample bottles already having
been made.
To complement Copa and fill a demand in the mid-tier market, HB
acquired 51% of Armero Tequila. Armero is a high-quality tequila
produced at one of the top distilleries in Mexico. The Brand
currently sells throughout Mexico, in many tourist destinations
like Cancun, Puerto Vallarta, Mexico City, and Acapulco. HB
recently launched Armero in Washington DC and will look to expand
throughout the US in 2020.
One key area of opportunity in tequila is agave. Tequila cannot
be produced without agave, and the agave must be a certain agave
from a certain location. Because of the growing popularity of
tequila, there is a shortage in the supply of agave, which is
causing an increase in the price of the plants. Noticing this, HB
has acquired 209,000 agave plants, which are projected to provide
anywhere from GBP5m - GBP7m in sales over the next five years. HB
has an option on an additional 300,000 plants.
HB is in the process closing of its Thailand operations as part
of its focus on developing its own brands rather than distribution.
HB believes that moving valuable resources from Thailand to put
into the fast-growing US market and its launch into the UK market
will achieve far greater comparative returns in 2020.
HB had intended to IPO by the end of this year but due to
particularly difficult market conditions brought about, in large
part by Brexit. This now has been delayed until 2020 and as such
time that market conditions improve. HB will also re-domicile from
the US to the UK and change its name to Rogue Baron Limited, which
has already been set up as a UK company. A presentation for Rogue
Baron will be posted on the Gunsynd website.
United Oil and Gas Plc ("UOG")
UOG is an independent oil & gas company established in 2015
by a former Tullow Oil team. Its strategy is to acquire assets
where the management team's experience can drive near-term activity
and unlock previously untapped value.
In September it was awarded four blocks in a North Sea licensing
round which follows on from UOG signing a non-binding Heads of
Terms on an agreement to sell North Sea blocks 15/18d and 15/19b to
Anasuria Hibiscus UK Limited for a headline consideration of up to
$5 million.
Subsequent to that, UOG announced a conditional acquisition by
UOG of Rockhopper Egypt Pty Ltd ("Rockhopper Egypt") for US$ 16
million. According to UOG the acquisition will deliver over 1,100
barrels of oil equivalent per day net
Gunsynd currently holds 2.64 million shares in UOG representing
0.8% of its issued share capital.
Sunshine Minerals Limited ("Sunshine")
Sunshine is a nickel and bauxite exploration company focussing
on the Solomon Islands. During the period under review, Metminco
Ltd, an ASX listed company, conditionally agreed to acquire 100% of
Sunshine. However, it subsequently withdrew from the transaction.
On 2 December 2019, the Company announced that an ASX listed
company called Malachite Resources ("Malachite") had entered into a
conditional share subscription agreement with Malachite Resources
to acquire 15% of Sunshine.
As announced in 2018, Axiom Mining Limited is seeking judicial
review of the decision to award the Jejevo prospecting licence to
Sunshine Nickel, Sunshine's 100% owned subsidiary. Axiom's
Statement of Claim for judicial review names Sunshine as a
defendant alongside the Ministry of Mines, Energy and Rural
Electrification and one other party.
Gunsynd currently holds a 18.22% stake in Sunshine Minerals
Limited which would fall to 15.5% if the Malachite share
subscription were to proceed.
Kolosori Nickel Limited ("Kolosori")
On 4 December 2019, the Company announced it had purchased a
7.67% stake in Kolosori which owns 80% of the nickel prospecting
licence PL05/19 over the Kolosori Prospect in the Solomon Islands.
In addition, the Company has been granted a 90 day option to
purchase a further 22.33% of Kolosori for GBP135,000.
Oyster Oil and Gas Limited ("Oyster") now ZTR Acquisition
Corporation ("ZTR")
Gunsynd initially invested GBP250,000 into Oyster by way of a
convertible loan on 21 July 2017. In addition to the convertible
loan note, Gunsynd held 2,311,000 ordinary shares in Oyster
representing approximately 5.29% of Oyster's issued share
capital.
It was announced on 4 March 2019 that Northbay Capital Partners
Corp. and Gunsynd had reached conditional agreement ("Agreement")
with Oyster to settle aggregate debts of CAD1,426,500 owed to them
by Oyster in exchange for the outstanding share capital of Oyster's
wholly-owned operating subsidiary, Oyster Oil & Gas Limited
("Subco"), established under the laws of the British Virgin
Islands. Oyster's production sharing contracts in Madagascar and
Djibouti are held through Subco. Northbay and Gunsynd are currently
in discussions with a third party to raise money for the Subco to
progress further work on the Madagascar licence. We maintain our
belief that this asset has great potential. This change in strategy
will hopefully see that realised.
On 2 July 2019, the Company announced it had invested a further
US$130,000 to take the Company's total holding in Subco to 333
shares being 30%.
On 29 November 2019, the Company announced it had entered into a
binding term sheet with Sajawin Pty Ltd ("Sajawin") to
conditionally sell all of its shares in Subco for circa GBP260,000
subject to various conditions. The Production Sharing Contract for
Blocks 1-4 in the Republic of Djibouti are not included in the
above transaction and will be transferred to a party of Northbay
and Gunsynd's choosing before completion of the sale to
Sajawin.
Brazil Tungsten Holdings Limited ("BTHL")
BTHL has now completed a 2,000 metre drill program.
Re-logging of the old drill core has now been completed with a
total of 4025.5m of drill core in 69 drill holes checked. BTHL is
still waiting on the assay results from much of the drilling.
Assay results have been received for 394 samples and significant
tungsten mineralisation has been identified in core not previously
sampled.
Results ranged from 0.6m @ 0.10% WO3 to 0.8m at 0.61% WO3
Minimal production of 1-2 tonnes a month of ore is still being
produced from underground and processed at the plant.
Due to falling tungsten prices the company has written down the
investment by GBP100,000 (2018: nil)
Gunsynd currently holds 6.18% of BTHL.
All of our investments are minority investments. Certain of
these investments may seek to IPO. Whilst we may offer advice to
management of investee companies in this regard they can and
sometimes do ignore such advice. Similarly, private companies don't
have the disclosure requirements of public companies and are under
no obligation to keep us constantly updated. This seems to be lost
on many. Whilst it can be frustrating not least for us, the
regulatory hurdles to IPO are substantial and time consuming. There
are also market conditions to consider. Together these can severely
impact the potential of any IPO. Management may also feel they can
achieve a far higher valuation by waiting for an improvement in
market timing. This has been very evident lately due to market
conditions in general and Brexit uncertainty. All these things can
and do impact expectations of timings of any IPO. Decisions are
ultimately made by investee companies not by us.
Finance Review
The Company made a loss for the year of GBP556,000 (2018: loss
GBP939,000) after taxation, which included an impairment charge of
GBP100,000 in respect of Brazil Tungsten Ltd. The Company had net
assets of GBP2,363,000 (2018: GBP2,423,000) at 31 July 2019, and
cash balances of GBP568,000 (2018: GBP337,000).
Outlook
Whilst conditions have been far from perfect, it is pleasing
that we managed to sell our Horse Hill Developments stake and
finally made progress on the Oyster and Sunshine investments where
we have strengthened our position. We are particularly pleased with
progress at Human Brands and excited by its future potential.
The Board would also like to take this opportunity to thank
shareholders for their continued support.
Hamish Harris
Chairman
10 December 2019
The information contained within this announcement is deemed by
the Company to constitute Inside Information under the Market Abuse
Regulation (EU) No. 596/2014.
For further information please contact:
Gunsynd plc
Hamish Harris +44 20 7440 0640
Cairn Financial Advisers LLP +44 20 7213
James Caithie / Liam Murray 0880
Peterhouse Corporate Finance
Lucy Williams +44 20 7469 0930
FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 31 JULY
2019
2019 2018
Note GBP000 GBP000
--------------------------------------------------------------------------- ------ --------- ---------
Continuing operations
Income
Unrealised (loss) on financial investments (224) (535)
Realised Profit on financial investments 35 41
(189) (494)
Administrative expenses
Salaries and other staff costs 6 (176) (163)
Other costs 8 (169) (198)
Share based payment charge 20 - (100)
--------------------------------------------------------------------------- ------ --------- ---------
Total administrative expenses (345) (461)
Share of associate losses 12 (6) -
Impairment of financial investments 11 (100) -
Other income 7 50 -
Finance income 34 16
(Loss) before tax (556) (939)
Taxation 9 - -
--------------------------------------------------------------------------- ------ --------- ---------
(Loss) for the period attributable to equity shareholders of the Company (556) (939)
--------------------------------------------------------------------------- ------ --------- ---------
Other comprehensive (expenditure) for the period net of tax - -
Total comprehensive (expenditure) for the period (556) (939)
--------------------------------------------------------------------------- ------ --------- ---------
(Loss) per ordinary share
Basic (pence) 10 (0.011) (0.019)
Diluted (pence) (0.011) (0.019)
--------------------------------------------------------------------------- ------ --------- ---------
STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2019
2019 2018
Note GBP000 GBP000
------------------------------------------------------- ------ ---------- ----------
ASSETS
Non-current assets
Financial investments 11 1,238 2,098
Investment in associate 12 350 -
Total non-current assets 1,588 2,098
------------------------------------------------------- ------ ---------- ----------
Current assets
Trade and other receivables 13 333 296
Cash and cash equivalents 18 568 337
------------------------------------------------------- ------ ---------- ----------
Total current assets 901 633
------------------------------------------------------- ------ ---------- ----------
Total assets 2,489 2,731
------------------------------------------------------- ------ ---------- ----------
Current liabilities
Trade and other payables 14 (126) (308)
Total current liabilities (126) (308)
------------------------------------------------------- ------ ---------- ----------
Total liabilities (126) (308)
------------------------------------------------------- ------ ---------- ----------
Net assets 2,363 2,423
------------------------------------------------------- ------ ---------- ----------
Equity attributable to equity holders of the company
Ordinary share capital 15 633 489
Deferred share capital 15 1,729 1,729
Share premium reserve 15 10,890 10,536
Share based payments reserve 205 234
Retained earnings (11,094) (10,565)
Total equity 2,363 2,423
------------------------------------------------------- ------ ---------- ----------
STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 JULY 2019
Deferred Share Share-based
Share Share premium payments Retained
capital capital reserve reserve earnings Total
GBP000 GBP 000 GBP000 GBP000 GBP000 GBP000
-------------------------------------------- --------- ---------- --------- ------------- ---------- --------
At 31 July 2017 489 1,729 10,540 174 (9,666) 3,266
-------------------------------------------- --------- ---------- --------- ------------- ---------- --------
Loss for the year - - - - (939) (939)
-------------------------------------------- --------- ---------- --------- ------------- ---------- --------
Total comprehensive income for the period - - - - (939) (939)
Transactions with owners:
Issue of share capital - - - - - -
Share issue costs - - (4) - - (4)
Share options issued - - - 100 - 100
Share options cancelled - - - (40) 40 -
At 31 July 2018 489 1,729 10,536 234 (10,565) 2,423
-------------------------------------------- --------- ---------- --------- ------------- ---------- --------
Loss for the year - - - - (556) (556)
-------------------------------------------- --------- ---------- --------- ------------- ---------- --------
Total comprehensive income for the period - - - - (556) (556)
Transactions with owners:
Issue of share capital 144 - 393 - - 537
Share issue costs - - (39) - - (39)
Share options lapsed - - - (29) 29 -
At 31 July 2019 633 1,729 10,890 205 (11,094) 2,365
-------------------------------------------- --------- ---------- --------- ------------- ---------- --------
STATEMENT OF CASH FLOWS FOR THE YEARED 31 JULY 2019
2019 2018
Note GBP000 GBP000
--------------------------------------------------------- ------ -------- --------
Cash flow from operating activities
(Loss) after tax (556) (939)
Tax on losses - -
Finance income net of finance costs (34) (11)
Unrealised Revaluation of financial investments 224 535
(Profit) on sale of financial investments (35) (41)
Share based payment - 100
Share of associate loss 6 -
Impairment provision 100 -
Changes in working capital:
Decrease in trade and other receivables 79 190
(Decrease) / increase in trade and other payables (182) 141
Cash outflow from operations (400) (25)
Taxation received - -
--------------------------------------------------------- ------ -------- --------
Net cash outflow from operating activities (400) (25)
--------------------------------------------------------- ------ -------- --------
Cash flow from investing activities
Payments for financial investments 11 (358) (365)
Disposal proceeds from sale of financial investments 11 600 358
Unsecured loans to investee company (109) -
Finance income - 11
--------------------------------------------------------- ------ -------- --------
Net cash inflow from investing activities 133 4
--------------------------------------------------------- ------ -------- --------
Cash flows from financing activities
Proceeds on issuing of ordinary shares 15 537 -
Cost of issue of ordinary shares (39) (14)
--------------------------------------------------------- ------ -------- --------
Net cash inflow from financing activities 498 (14)
--------------------------------------------------------- ------ -------- --------
Net increase/(decrease) in cash and cash equivalents 18 231 (35)
Cash and cash equivalents at the beginning of the year 337 372
Cash and cash equivalents at the end of the year 18 568 337
--------------------------------------------------------- ------ -------- --------
NOTES TO THE FINANCIAL STATEMENTS
1 Presentation of the financial statements
Description of business & Investing Policy
Gunsynd plc is public limited company domiciled in the United
Kingdom. The Company's registered office is 78 Pall Mall, London
SW1Y 5ES.
The Company's Investing Policy is to invest in and/or acquire
companies and/or projects within the natural resources sector which
the Board considers, in its opinion, has potential for growth. The
Company will consider opportunities in all sectors as they arise if
the Board considers there is an opportunity to generate potential
value for Shareholders. The geographical focus will primarily be in
Europe, however, investments may also be considered in other
regions to the extent that the Board considers that valuable
opportunities exist and potential value can be achieved.
Where appropriate, the Board may seek to invest in businesses
where it may influence the business at a board level, add their
expertise to the management of the business, and utilise their
industry relationships and access to finance.
The Company's interests in an investment and/or acquisition may
range from a minority position to full ownership and may comprise
one investment or multiple investments. The investments may be in
either quoted or unquoted companies; be made by direct acquisitions
or farm-ins; and may be in companies, partnerships, earn-in joint
ventures, debt or other loan structures, joint ventures or direct
or indirect interests in assets or projects. The Board may focus on
investments where intrinsic value may be achieved from the
restructuring of investments or merger of complementary
businesses.
The Board expects that investments will typically be held for
the medium to long term, although short term disposal of assets
cannot be ruled out if there is an opportunity to generate a return
for Shareholders. The Board will place no minimum or maximum limit
on the length of time that any investment may be held. The Company
may be both an active and a passive investor depending on the
nature of the individual investment. There is no limit on the
number of projects into which the Company may invest, and the
Company's financial resources may be invested in a number of
propositions or in just one investment, which may be deemed to be a
reverse takeover under the AIM Rules. The Board intends to mitigate
risk by appropriate due diligence and transaction analysis. Any
transaction constituting a reverse takeover under the AIM Rules
will also require Shareholder approval. The Board considers that,
as investments are made and new investment opportunities arise,
further funding of the Company may also be required.
Where the Company builds a portfolio of related assets, it is
possible that there may be cross holdings between such assets. The
Company does not currently intend to fund any investments with debt
or other borrowings but may do so if appropriate. Investments in
early stage assets are expected to be mainly in the form of equity,
with debt potentially being raised later to fund the development of
such assets. Investments in later stage assets are more likely to
include an element of debt to equity gearing. The Board may also
offer New Ordinary Shares by way of consideration as well as cash,
thereby helping to preserve the Company's cash for working capital
and as a reserve against unforeseen contingencies including, for
example, delays in collecting accounts receivable, unexpected
changes in the economic environment and operational problems.
Investments may be made in all types of assets and there will be
no investment restrictions on the type of investment that the
Company might make or the type of opportunity that may be
considered. The Company may consider possible opportunities
anywhere in the world.
The Board will conduct initial due diligence appraisals of
potential business or projects and, where they believe further
investigation is warranted, intend to appoint appropriately
qualified persons to assist. The Board believes its expertise will
enable it to determine quickly which opportunities could be viable
and so progress quickly to formal due diligence. The Company will
not have a separate investment manager.
Compliance with applicable law and IFRS
The financial statements have been prepared in accordance with
the Companies Act 2006 and International Accounting Standards (IAS)
and International Financial Reporting Standards (IFRS) and related
interpretations, as adopted by the European Union.
Composition of the financial statements
The Company financial statements are drawn up in Sterling, the
functional currency of Gunsynd plc and in accordance with IFRS
accounting presentation. The level of rounding for financial
information is the nearest thousand pounds.
Accounting convention
The financial statements have been prepared using the historical
cost convention, as modified by the revaluation of certain items,
as stated in the accounting policies.
Basis of preparation - Going concern
The financial statements have been prepared on a going concern
basis, notwithstanding the loss for the year ended 31 July 2019.
This basis assumes that the company will have sufficient funding to
enable it to continue to operate for the foreseeable future and the
Directors have taken steps to ensure that they believe that the
going concern basis of preparation remains appropriate.
The Company made a loss for the year of GBP556,000 (2018: loss
GBP939,000) after taxation. The Company had net assets of
GBP2,363,000 (2018: GBP2,423,000) and cash balances of GBP568,000
(2018: GBP335,000) at 31 July 2019. The Directors have prepared
financial forecasts which cover a period of at least 12 months from
date that these financial statements are approved to 30 December
2020. These forecasts show that the Company expects to have
sufficient financial resources to continue to operate as a going
concern.
In forming the conclusion that it is appropriate to prepare the
financial statements on a going concern basis the Directors have
made the following assumptions that are relevant to the next twelve
months:
- In the event that the Company's investments require further
funding, sufficient funding can be obtained; and
- In the event that operating expenditure increases
significantly as a result of successful progress with regards to
the Company's investments, sufficient funding can be obtained.
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. As a junior
investment exploration company, the Directors are aware that the
Company must go to the marketplace to raise cash to meet its
investment plans, and/or consider liquidation of its investments
and/or assets as is deemed appropriate. The Company has previously
constantly demonstrated its ability to raise further cash by way of
completing placings during the prior years, and are confident of
further equity fund raising should the company require such cash
injection. . Therefore they are confident that existing cash
balances, along with the any new funding would be adequate to
ensure that costs can be covered.
Consequently, the Directors have a reasonable expectation that
the Company has adequate resources to continue to operate for the
foreseeable future and that it remains appropriate for the
financial statements to be prepared on a going concern basis.
Financial period
These financial statements cover the financial year from 1
August 2018 to 31 July 2019, with comparative figures for the
financial year from 1 August 2017 to 31 July 2018.
Accounting principles and policies
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The financial statements have been prepared in accordance with
the Company's accounting policies approved by the Board and signed
on their behalf by Hamish Harris and Donald Strang, and described
in Note 2, 'Accounting principles and policies'. Information on the
application of these accounting policies, including areas of
estimation and judgement is given in Note 3, 'Key accounting
judgements and estimates'. Where appropriate, comparative figures
are reclassified to ensure a consistent presentation with current
year information.
2 Accounting principles and policies
Revenue
Revenue is recognised when persuasive evidence of an arrangement
exists, delivery of products has occurred or services have been
rendered, prices are fixed or determinable and there is a
probability that economic benefits will flow to the Company.
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision maker.
The chief operating decision maker has been identified as the Board
of Directors. Further details are set out in Note 5.
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.
Market vesting conditions are factored into the fair value of
the options granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market
vesting conditions are satisfied. The cumulative expense is not
adjusted for failure to achieve a market vesting condition.
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. 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.
Listed investments are valued at closing bid price on 31 July
2019. For measurement purposes, financial investments are
designated at fair value through income statement. Gains and losses
on the realisation of financial investments are recognised in the
income statement for the period. The difference between the market
value of financial instruments and book value to the Company is
shown as a gain or loss in the income statement for the period.
Investment in associates
Associates are all entities over which the Company has
significant influence but not control or joint control. This is
generally the case where the group holds between 20% and 50% of the
voting rights. Investments in associates are accounted for using
the equity method of accounting (see below), after initially being
recognised at cost.
Under the equity method of accounting, the investments are
initially recognised at cost and adjusted thereafter to recognise
the Company's share of the post-acquisition profits or losses of
the investee in profit or loss, and the Company's share of
movements in other comprehensive income of the investee in other
comprehensive income. Dividends received or receivable from
associates and joint ventures are recognised as a reduction in the
carrying amount of the investment.
When the Company's share of losses in an equity-accounted
investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Company does not
recognise further losses, unless it has incurred obligations or
made payments on behalf of the other entity.
Unrealised gains on transactions between the Company and its
associates are eliminated to the extent of the Company's interest
in these entities. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset
transferred. Accounting policies of equity accounted investees have
been changed where necessary to ensure consistency with the
policies adopted by the Company.
The carrying amount of equity-accounted investments is tested
for impairment at each reporting date.
Trade and other receivables
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.
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.
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.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the
consolidated financial statements. However, the deferred income tax
is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither
accounting nor taxable profit nor loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to
apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it
is probable that future taxable profit will be available against
which the temporary differences can be utilised. Deferred income
tax is provided on temporary differences arising on disallowed
expenses, expect where the timing of the reversal of the temporary
difference is controlled by the company and it is probable that the
temporary difference will not reverse in the foreseeable
future.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes assets
and liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Impairment of non-current assets
The carrying values of all non-currents 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.
3 Key accounting judgements and estimates
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 July 2019 are set out
below:
Share Based Payments
The Company did not awards any options over its unissued share
capital to the directors during the year to 31 July 2019. (2018:
330 million share options issued)
The fair value of share based payments is calculated by
reference to Black Scholes model. Inputs into the model are based
on management's best estimates of appropriate volatility, dividend
yields, discount rate and share price. During the year, the Company
incurred GBPnil share based payment charge (2018: GBPnil
charge).
4 New accounting requirements
At the date of authorisation of these financial statements, the
following IFRSs, IASs and Interpretations were in issue but not yet
effective. Their adoption is not expected to have a material effect
on the financial statements unless otherwise indicated:
-- IFRS 16 Leases (effective date 1 January 2019);
-- IFRS 17 Insurance Contracts (effective date 1 January 2021).
5 Segmental analysis
Segmental analysis is not applicable as there is only one
operating segment of the continuing business - investment
activities. The performance measure of investment activities is
considered by the Board to be profitability and is disclosed on the
face of the statement of comprehensive Income. The Board will
continually review the segmental analysis of the business on an
ongoing basis and at each reporting date.
6 Information regarding Directors and employees
2019 2018
GBP000 GBP000
---------------------------------------- -------- --------
Included within continuing operations
Fees and salaries 174 159
Social security costs 2 4
Share based payment expense - 100
---------------------------------------- -------- --------
176 263
---------------------------------------- -------- --------
2019 2018
Number Number
------------------------------------------------------------------------------------------ -------- --------
Average number of persons employed by the Company (including Directors) during the year
Directors 3 3
Administrative staff 1 1
------------------------------------------------------------------------------------------ -------- --------
Total 4 4
------------------------------------------------------------------------------------------ -------- --------
The compensation of the Directors, in aggregate, was as follows: 2019 2018
GBP000 GBP000
------------------------------------------------------------------- -------- --------
Wages and salaries 153 147
Social security costs 1 3
Share based payment expense - 100
154 250
------------------------------------------------------------------- -------- --------
Full details of the remuneration of individual directors,
including the highest paid director, are set out below:
Fees & Share Based Total Total
salary Payments 2019 2018
GBP000 GBP000 GBP000 GBP000
------------------------------------------- -------- ------------- -------- --------
Directors
Mr H Harris 72 - 72 112
Mr D Strang 72 - 72 112
Mr D Ormerod (resigned 16 January 2018) - - - 5
Mr G Garnett (appointed 16 January 2018) 9 - 9 18
153 - 153 247
------------------------------------------- -------- ------------- -------- --------
Director's fees totalling GBP53,000 have been accrued and remain
unpaid at 31 July 2019. (2018: GBP102,000)
7 Other income
2019 2018
GBP000 GBP000
----------------------- -------- --------
Other fees & services 50 -
Total other income 50 -
----------------------- -------- --------
8 (Loss)/profit for the year
The following items have been included in operating
(loss)/profit:
2019 2018
GBP000 GBP000
---------------------------------------------------------------------------------------- -------- --------
Fees payable to the company's auditors, Chapman Davis LLP in relation to the Company:
Audit and assurance services:
- Audit of parent Company financial statements 10 10
- Other services - -
---------------------------------------------------------------------------------------- -------- --------
Total auditor's fees 10 10
---------------------------------------------------------------------------------------- -------- --------
Analysis of other costs:
Legal and professional fees 5 15
Foreign exchange (gains) - -
Other general overheads 164 183
169 198
---------------------------------------------------------------------------------------- -------- --------
9 Taxation
2019 2018
Taxation charge based on losses for the year GBP000 GBP000
--------------------------------------------------------------------------------- -------- --------
UK Corporation tax - -
Deferred taxation - -
--------------------------------------------------------------------------------- -------- --------
Total tax expense - -
--------------------------------------------------------------------------------- -------- --------
Factors affecting the tax charge for the year:
(Loss)/profit on ordinary activities before taxation (556) (939)
--------------------------------------------------------------------------------- -------- --------
Loss on ordinary activities at the average UK standard rate of 19% (2018: 19%) (106) (178)
Effect of non-deductible expenses 22 21
Future income tax benefit not brought to account 84 157
Other deductions for tax purposes including prior year losses - -
--------------------------------------------------------------------------------- -------- --------
Current tax charge - -
--------------------------------------------------------------------------------- -------- --------
As set out in Note 2, the Company has not recognised a deferred
tax asset in the financial statements as there is no certainty that
taxable profits will be available against which these assets could
be utilised.
Factors affecting the tax charge in future years
Changes to tax legislation could impact on the Company's
effective tax rate. The UK Government has in recent years proposed
some significant changes to the UK taxation system. The UK
Government announced a phased reduction in the main rate of
corporation tax to 18% and the deferred tax balances reflect that
reduction in the UK tax rate, as is appropriate to the Company's
circumstances.
10 (Loss) per share
(Loss) attributable to ordinary shareholders 2019 2018
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:
(Loss) from operations (GBP000) (556) (939)
Total (GBP000) (556) (939)
--------- ---------
Number of shares
Weighted average number of ordinary shares for the purposes of basic (loss)/earnings per share
(millions) 5,082.7 4,882.9
Weighted average number of ordinary shares for the purposes of diluted (loss)/earnings per
share (millions) 5,424.4 5,225.6
Basic (loss) per share (expressed in pence) (0.011) (0.019)
Diluted (loss) per share (expressed in pence) (0.011) (0.019)
--------- ---------
As the inclusions of the potential Ordinary Shares would result
in a decrease in the loss per share they are considered to be
anti-dilutive and as such not included.
11 Financial investments
GBP000
---------------------------------------------------------- ---------
Fair Value at 31 July 2017 2,585
---------------------------------------------------------- ---------
Additions 365
Market value Revaluations (535)
Gains on disposals 41
Disposal (358)
Impairment provision -
Fair Value at 31 July 2018 2,098
---------------------------------------------------------- ---------
Additions 935
Market value Revaluations (224)
Gains on disposals 35
Disposal (1,150)
Transfer to investment in associate (356)
Impairment provision (100)
Fair Value at 31 July 2019 1,238
---------------------------------------------------------- ---------
The available for sale investments splits are as below:
Non-current assets - listed 143
Non-current assets - unlisted 728
Non-current assets - unlisted convertible loans 367
---------------------------------------------------------- ---------
1,238
---------------------------------------------------------- ---------
The Directors carried out an impairment review as at 31 July
2019 (31 July 2018 :GBPnil), and determined a further impairment
was required in regards to its investment in Brazil Tungsten
Holdings Ltd of GBP100,000, as a result of the valuation implied by
BTH's most recent successful fund-raising. More details regarding
the companies' progress are detailed within the strategic
review.
Financial investments comprise investments in listed and
unlisted Companies, of which the listed investments are traded on
stock markets throughout the world, and are held by the Company as
a mix of strategic and short term investments. The listed
investments have been valued at bid price, as quoted on their
respective Stock Exchanges, at 31 July 2019. The market value of
the listed investments at 1 December 2019 was circa GBP140,000.
12 Investment in associate
2019 2018
Changes in equity accounted investment GBP000 GBP000
--------------------------------------------------------- -------- --------
Carrying value at the beginning of the year - -
Transfer from Financial investments 356 -
Share of retained (losses) attributable to the company (6) -
--------------------------------------------------------- -------- --------
Carrying value at the end of the year 350
--------------------------------------------------------- -------- --------
The following entity has been included in the consolidated
financial statements using the equity method:
Name Place of Proportion held Date associate Reporting Date Principal
Incorporation interest of associate activities
acquired
Oyster Oil & Gas BVI 30.05% 02/07/19 31/12/18 Oil & gas
Ltd exploration
The Company acquired an initial 22.5% shareholding in Oyster Oil
& Gas Ltd on 20 June 2019, in exchange for the Company's
interest in a convertible loan in ZTR Acquisition Corporation. A
further 7.55% interest was acquired on 2 July 2019 following a
share subscription, for GBP105,000.
Summarised financial information for Oyster Oil & Gas
Ltd;
As at 31 December 2018 C$'000
----------------------------------------------------- ---------
Non-current assets 5,268
Current assets 12
Current liabilities (547)
Non-current liabilities (6,593)
Net assets/(liabilities) (100%) (1,860)
Company share of net assets/(liabilities) (30.05%) (559)
------------------------------------------------------ ---------
Period ended 31 December 2018
Revenue -
(Loss) from continuing operations (395)
------------------------------------------------------ ---------
13 Trade and other receivables
2019 2018
GBP000 GBP000
--------------------------- -------- --------
Loan to Investee Company 116 -
Other receivables 80 190
Prepayments 137 106
--------------------------- -------- --------
333 296
--------------------------- -------- --------
14 Trade and other payables
2019 2018
Amounts due within one year GBP000 GBP000
------------------------------- -------- --------
Trade payables 46 36
Other creditors 9 93
Accruals and deferred income 71 179
126 308
------------------------------- -------- --------
15 Share capital and share premium account
Number Ordinary Deferred Share
of shares share share premium
capital capital
GBP000 GBP000 GBP000
----------------------------------------------- --------------- ---------- ---------- ---------
Share capital issued and fully paid
----------------------------------------------- --------------- ---------- ---------- ---------
At 31 July 2017 4,882,924,490 489 1,729 10,540
----------------------------------------------- --------------- ---------- ---------- ---------
Less: costs of share placing - - - (4)
There were no shares issued during the year
----------------------------------------------- --------------- ---------- ---------- ---------
At 31 July 2018 4,882,924,490 489 1,729 10,536
----------------------------------------------- --------------- ---------- ---------- ---------
Issue of new ordinary shares on 10 June 2019 1,351,351,351 134 - 366
Less: costs of share placing - - - (39)
Issue of new ordinary shares on 21 June 2019 100,000,000 10 - 27
At 31 July 2019 6,334,275,841 633 1,729 10,890
----------------------------------------------- --------------- ---------- ---------- ---------
16 Movements in equity
Share capital represents the nominal value of the amount
subscribed for shares. Share premium represents the amount
subscribed for shares in excess of their nominal value less costs
of subscription. Ordinary shares carry the rights to one vote per
share at general meetings of the Company and the rights to share in
any distributions of profits or returns of capital and to share in
any residual assets available for distribution in the event of a
winding up.
The share-based payment reserve represents amounts arising from
the requirement to expense the fair value of share-based
remuneration in accordance with IFRS 2 'Share-based Payments'.
Retained earnings are the cumulative net losses recognised in
the income statement and other comprehensive income.
Movements on these reserves are set out in the statement of
changes in equity.
17 Related party transactions
The Company had the following transactions with related
parties:
Name of Relationship Nature of Transactions with Amounts owed from related party
related party transaction related party
At 31 July At 31 July At 31 July At 31 July
2019 2018 2019 2018
GBP000 GBP000 GBP000 GBP000
---------------- ----------------- ----------------- ------------ ------------ ---------------- ----------------
Horse Hill
Developments Investee Cash call Loan
Ltd ("HHDL") Company to HHDL (190) 108 - 190
Human Brands Investee
Inc. Company Short term Loan 116 - 116 -
---------------- ----------------- ----------------- ------------ ------------ ---------------- ----------------
Terms and conditions of transactions with related parties
Outstanding balances that relate to trading balances are
unsecured, interest free and settlement occurs in cash. There have
been no guarantees provided or received for any related party
receivables or payables.
The Company has the outstanding amounts due as at 31 July 2019
as disclosed in the table above. The loans outstanding are included
within trade and other receivables, Note 13.
The loan to HHDL was made in accordance with the terms of the
investment agreement whereby it accrued interest daily at the Bank
of England base rate and was repayable out of future cashflows. On
disposal of the Company's interest in HHDL, the shareholder loan
was novated to the acquiring company, and no further loan balance
is repayable.
The loan to Human Brands Inc, is a short term loan accruing
interest at 12% per annum, and repayable in accordance with the
terms of the loan agreements.
Compensation of key management personnel of the Company
The Company considers the directors to be its key management
personnel. Full details of the remuneration of the directors are
shown in Note 6.
18 Reconciliation of net cash flow to movement in net funds
2019 2018
GBP000 GBP000
------------------------------------- -------- --------
Net funds at beginning of the year 337 372
Increase/(decrease) in cash 231 (35)
Net funds at end of the year 568 337
------------------------------------- -------- --------
Analysis of changes in net funds
At 31 At 31
July Cash July
2018 Flow 2019
GBP000 GBP000 GBP000
---------------------------- -------- -------- --------
Cash and cash equivalents 337 231 568
Net funds 337 231 568
---------------------------- -------- -------- --------
Significant non-cash transactions
During the year the significant non-cash transactions during the
year were as follows:
-- GBP100,000 impairment provision in regards to Brazil Tungsten
Holdings Limited was expensed through the income statement.
-- GBP224,000 of unrealised losses in movement in the market
value of the Company's listed financial investments were expensed
through the income statement.
19 Financial instruments and related disclosures
General objectives, policies and processes
The Board has overall responsibility for the determination of
the Company's risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated
authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the
Company's finance function. The Board receives monthly reports
through which it reviews the effectiveness of the processes put in
place and the appropriateness of the objectives and policies it
sets.
The overall objective of the Board is to set policies that seek
to reduce risk as far as possible without unduly affecting the
Company's competitiveness and flexibility.
The Company reports in Sterling. Internal and external funding
requirements and financial risks are managed based on policies and
procedures adopted by the Board of Directors. The Company does not
use derivative financial instruments such as forward currency
contracts, interest rate and currency swaps or similar instruments.
The Company does not issue or use financial instruments of a
speculative nature.
Capital management
The Company's objectives when maintaining capital are:
-- to safeguard the entity's ability to continue as a going
concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders; and
-- to provide an adequate return to shareholders.
The capital structure of the Company consists of total
shareholders' equity as set out in the 'Statement of changes in
equity'. All working capital requirements are financed from
existing cash resources.
Capital is managed on a day to day basis to ensure that all
entities in the Company are able to operate as a going concern.
Operating cash flow is primarily used to cover the overhead costs
associated with operating as an AIM and NEX-listed company.
Liquidity risk
Liquidity risk arises from the Company's management of working
capital. It is the risk that the Company will encounter difficulty
in meeting its financial obligations as they fall due.
The Directors consider that there is no significant liquidity
risk faced by the Company. The Company maintains sufficient
balances in cash to pay accounts payable and accrued expenses.
The Board receives forward looking cash flow projections at
periodic intervals during the year as well as information regarding
cash balances. At the balance sheet date the Company had cash
balances of GBP568,000 and the financial forecasts indicated that
the Company expected to have sufficient liquid resources to meet
its obligations under all reasonably expected circumstances and
will not need to establish overdraft or other borrowing
facilities.
Interest rate risk
As the Company has no borrowings, it only has limited interest
rate risk. The impact is on income and operating cash flow and
arises from changes in market interest rates. Cash resources are
held in current, floating rate accounts.
Market risk
Market price risk arises from uncertainty about the future
valuations of financial instruments held in accordance with the
Company's investment objectives. These future valuations are
determined by many factors but include the operational and
financial performance of the underlying investee companies, as well
as market perceptions of the future of the economy and its impact
upon the economic environment in which these companies operate.
This risk represents the potential loss that the Company might
suffer through holding its financial investment portfolio in the
face of market movements, which was a maximum of GBP1,238,000
(2018: GBP2,098,000).
The investments in equity of quoted companies that the Company
holds are less frequently traded than shares in more widely traded
securities. Consequently, the valuations of these investments can
be more volatile.
Market price risk sensitivity
The table below shows the impact on the return and net assets of
the Company if there were to be a 20% movement in overall share
prices of the financial investments held at 31 July 2019.
2019 2018
-------------------------------------------------- -------------------------------- --------------------------------
Other comprehensive income and Other comprehensive income and
Net assets Net assets
-------------------------------------------------- -------------------------------- --------------------------------
GBP000 GBP000
-------------------------------------------------- -------------------------------- --------------------------------
Decrease if overall share price falls by 20%,
with all other variables held constant (29) (76.3)
Decrease in other comprehensive earnings and net
asset value per Ordinary share (in pence) (0.0005)p (0.0015p)
Increase if overall share price rises by 20%,
with all other variables held constant 29 76.3
Increase in other comprehensive earnings and net
asset value per Ordinary share (in pence) 0.0005p 0.0015p
-------------------------------------------------- -------------------------------- --------------------------------
The impact of a change of 20% has been selected as this is
considered reasonable given the current level of volatility
observed, and assumes a market value is attainable for the
Company's unlisted investments.
Currency risk
The Directors consider that there is no significant currency
risk faced by the Company. The only current foreign currency
transactions the Company enters into are denominated in US$ in
relation to transactions with or relating to its investment in
Human Brands Inc., and no balances at 31 July 2019 are denominated
in foreign currencies.
Credit risk
Credit risk is the risk that a counterparty will fail to
discharge an obligation or commitment that it has entered into with
the Company. The Company's maximum exposure to credit risk is:
2019 2018
GBP000 GBP000
-------------------- -------- --------
Cash at bank 568 337
Other receivables 333 296
901 633
-------------------- -------- --------
The Company's cash balances are held in accounts with Barclays
Bank plc, and with its Investment Broker accounts.
Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of
Financial Position at either their fair value (financial
investments) or at a reasonable approximation of the fair value
(trade and other receivables, trade and other payables and cash at
bank).
The fair values are included at the amount at which the
instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale.
Trade and other receivables
The following table sets out the fair values of financial assets
within Trade and other receivables.
2019 2018
Financial assets (Note 13) GBP000 GBP000
------------------------------------------------------- -------- --------
Trade and other receivables - Non interest earning 217 296
Loan to investee company - interest earning @ 12%p.a 116 -
There are no financial assets which are past due and for which
no provision for bad or doubtful debts has been made.
Trade and other payables
The following table sets out financial liabilities within Trade
and other payables. These financial liabilities are predominantly
non-interest bearing. Other liabilities include tax and social
security payables and provisions which do not constitute
contractual obligations to deliver cash or other financial
assets.
2019 2018
Financial liabilities (Note 14) GBP000 GBP000
---------------------------------- -------- --------
Trade and other payables 126 308
20 Share schemes
The Company has a share option scheme for all employees
(including Directors). Options are exercisable at a price agreed at
the date of grant. The vesting period is usually between zero and
five years. The exercise of options is dependent upon eligible
employees meeting performance criteria. The options are settled in
equity once exercised.
If the options remain unexercised after their expiry date, the
options expire. Options lapse if the employee leaves the Company
before the options vest.
Options issued, cancelled, & outstanding for the year ended 31 July 2019 Weighted
average
exercise
Number price
--------------------------------------------------------------------------- -------------- ----------
At 31 July 2017 32,650,840 0.60p
----------------------------------------------------------------------------- -------------- ----------
Options granted 330,000,000 0.05p
Options cancelled (20,000,000) 0.22p
At 31 July 2018 342,650,840 0.11p
----------------------------------------------------------------------------- -------------- ----------
Options lapsed (1,031,990) 0.0865p
----------------------------------------------------------------------------- -------------- ----------
At 31 July 2019 341,618,850 0.08p
----------------------------------------------------------------------------- -------------- ----------
Range of exercise prices 0.05p - 5.25p
----------------------------------------------------------------------------- --------------------------
Weighted average remaining contractual life 2.89 years
----------------------------------------------------------------------------- --------------------------
Options outstanding & exercisable at 31 July 2019
Exercise Expiry
Date of grant Number price (p) date
---------------------------------------------------- ------------- ----------- ------------
1 December 2010 1,618,850 5.25p 30/11/2020
1 April 2015 10,000,000 0.22p 01/04/2020
7 August 2017 300,000,000 0.05p 30/06/2022
12 February 2018 30,000,000 0.05p 11/02/2023
---------------------------------------------------- ------------- ----------- ------------
Total 341,618,850
---------------------------------------------------- ------------- ----------- ------------
A modified Black-Scholes model has been used to determine the
fair value of the share options on the date of grant. The fair
value is expensed to the income statement on a straight-line basis
over the vesting period, which is determined annually. The model
assesses a number of factors in calculating the fair value. These
include the market price on the date of grant, the exercise price
of the share options, the expected share price volatility of the
Company's share price, the expected life of the options, the
risk-free rate of interest and the expected level of dividends in
future periods.
For those options granted where IFRS 2 "Share-Based Payment" is
applicable, the fair values were calculated using the Black-Scholes
model. The inputs into the model were as follows:
Risk free rate Share price volatility Expected life Share price at date of grant
7 August 2017 1.4% 91.4% 4.9 years GBP0.00045
---------------- ------------------------ --------------- ------------------------------
12 February 2018 1.4% 84.9% 5 years GBP0.00041
---------------- ------------------------ --------------- ------------------------------
Expected volatility was determined by calculating the historical
volatility of the Company's share price for 12 months prior to the
date of grant. The expected life used in the model is the term of
the options.
Charges to the statement of comprehensive income
2019 2018
GBP000 GBP000
------------------------------ --------- --------
Share based payment charges - 100
------------------------------ --------- --------
Warrants in issue
As at 31 July 2019 and at 31 July 2018, no warrants remained
outstanding, no warrants expired during the year. (2018: nil). No
warrants were issued during the year (2018: nil).
21 Commitments and contingencies
The Directors have confirmed that there were no contingent
liabilities or capital commitments which should be disclosed at 31
July 2019.
22 Ultimate controlling party
There is not considered to be an ultimate controlling party of
the Company.
23 Events after the end of the reporting period
On 6 November 2019 the Company announced Mr Peter Ruse had
joined the Board as a Non-Executive Director.
On 26 November 2019 the Company announced that Mr George Garnett
had resigned from the Board.
On 29 November 2019, the Company announced it had entered into a
binding term sheet ("Term Sheet") with Sajawin Pty Limited
("Sajawin") to conditionally sell all of the 333 shares Gunsynd
holds in Oyster Oil and Gas Limited ("Oyster BVI") as set out below
(the "Transaction"):
a) Sajawin shall pay to Gunsynd the sum of A$39,151
(approximately GBP20,000) in clear funds within 5 working days of
the signing of the Term Sheet.
b) In consideration of the sale of the shares in Oyster BVI to
Sajawin, it will undertake to pay Gunsynd the sum of A$457,647
(approximately GBP240,000) of which 80% is to be paid within 5
working days of completion of the Transaction ("Completion") and
20% is to be paid within 60 days of Completion.
On 2 December 2019, the Company announced that an ASX listed
company, Malachite Resources had entered into a share subscription
agreement with Sunshine Minerals Limited to elect to earn into 15%
of it for circa A$300,000 subject to various conditions.
On 4 December 2019, the Company announced it had purchased 7.67%
of Kolosori Nickel limited for GBP45,000.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR LFFIVFELAIIA
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