30 June
2023
Quantum Blockchain Technologies
Plc
(“QBT” or “the Company”)
FINAL RESULTS
QBT (AIM: QBT), a research and development company focused on
disruptive Blockchain technologies, is pleased to announce its
final results for the year ended 31 December
2022.
HIGHLIGHTS
- Loss before Tax of €5.2m (FY 2021: €5.4m)
- Net Current Assets of €4.4m (FY 2021: negative €3.9m)
- Sipiem court ruling awarded €6,188,974 in damages (plus
interest and adjustments for inflation) and €85,499 in legal fees
to CL17, which at the date of the Annual Report remain unpaid
POST YEAR END HIGHLIGHTS
- QBT’s algorithm (“Method B”) theoretically increases the rate
of successful Bitcoin mining by 2.6 times
- Method B also theoretically reduces electricity consumption by
4.3% in Bitcoin mining
- Early-stage work commenced for commercialisation of Bitcoin
mining products
The Company’s Annual General Meeting (“AGM”) will be held at
Company’s registered address, 22 Great James Street London WC1N
3ES, at 12.00 pm on Monday,
24 July 2023.
The Annual Report and Accounts together with the AGM Notice and
Form of Proxy (together the “Documents”) are available on the
Company’s website under the “Investor Relations – Annual Reports
and Circulars” section.
The Documents will be posted shortly to those shareholders who
have requested to receive printed documents.
This announcement contains inside
information for the purpose of Article 7 of the Market Abuse
Regulation (EU) 596/2914 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is
disclosed in accordance with the Company’s obligations under
Article 17 of MAR.
For further information please
contact:
Quantum Blockchain Technologies
Plc
+39 335 296573
Francesco Gardin, CEO and
Executive Chairman
SP Angel Corporate Finance (Nominated Adviser &
Broker) +44 (0) 20 3470 0470
Jeff Keating, Kasia Brzozowska
Leander (Financial
PR)
+44 (0) 7795 168 157
Christian Taylor-Wilkinson
About Quantum Blockchain Technologies
Plc
QBT (AIM: QBT) is a London Stock Exchange AIM listed Research
& Development and investing company focused on an intensive
R&D programme to disrupt the Blockchain Technologies sector
and, which includes, cryptocurrency mining and other advanced
blockchain applications. The primary goal of the R&D programme
is to develop Bitcoin mining tools and techniques, via its
technology-driven approach, which the Company believes will
significantly outperform existing market practices.
CHAIRMAN’S STATEMENT
I am pleased to present the Group’s Final Results for the year
ended 31 December 2022. The Group consists of Quantum
Blockchain Technologies PLC (“the Company” or “QBT”), running the
Research and Development (“R&D”) programme and holding the
Legacy Assets, and its wholly owned subsidiary Clear Leisure 2017
Ltd (“CL17”), which is focused on litigation.
During 2022, the Company continued working on its R&D
programme focused on developing advanced disruptive proprietary
mining technology, mainly for Bitcoin (“BTC”) mining, but also
applicable to other crypto currencies, based on SHA-256 proof of
work based blockchain.
During the year under review, the Company continued its R&D
programme focused on the following technologies:
- SHA-256 algorithm and gate level optimisation;
- Quantum programming of SHA-256;
- FPGA and ASIC SHA-256 implementation; and
- Machine Learning (“ML”) driven use of SHA-256.
QBT believes that the strategy of diversifying its R&D
approach increases not only the Company’s chance of achieving
potentially disruptive results for BTC mining, but also developing
products and services potentially available quicker to market
during the R&D process. This can minimise “time to market”
risk.
Please see below for further details on the R&D
activities.
While the main focus of the Company is the development of BTC
mining technology, the Board also continues to maintain its
portfolio of Legacy Assets remaining from Clear Leisure Plc, as the
Company was called (before 7 May
2021). The litigation against Sipiem in Liquidazione SpA
(“Sipiem”) and Sosushi Srl (“Sosushi”) former management teams has
been supervised with care and prudence, while monitoring the formal
closing of the Mediapolis bankruptcy procedure as a final payment
(c. €130k) will finally be due to the Company. In late 2022
CL17 was awarded €6,274,473 in damages plus interest and provision
for inflation (“Award Payment”) in the claim against Sipiem.
Finally, the Company holds a small portfolio of investments,
comprising three companies: PBV Monitor Srl (“PBV"), an Italian
start-up which developed an online international legal directory,
Forcrowd Srl (“Forcrowd”), an Italian crowdfunding licensed entity
in the process of applying for a European crowdfunding licence and
a crowdlending extension of its license, and Geosim Systems Ltd
(“Geosim”), an Israeli company which has developed a proprietary
high resolution 3D mapping technology used to develop city and
airport realistic 3D models.
The Company has continued supporting its investees in pursuing
the goal of a stable growth within their respective markets.
R&D Programme
Each technology area has a dedicated team in charge of the
R&D work, reporting to the entire R&D effort coordinators.
Please see below for a description of each technology area’s
approach:
The Machine Learning (“ML”) research group is split into three
teams, all focusing on the SHA-256 algorithm:
- ML#1 group focused on trying to bypass all three SHA-256
rounds involved in each winning hash search.
- ML#2 group working on “Method A” (as announced on
15 November 2022), aimed at reducing
the SHA-256 search space, compared to the brute force method used
mainly by miners today. Current results of our optimisations
compared to brute force have shown potentially promising results.
Further testing is ongoing.
- ML#3 group applying ML and statistical optimisation to
the analysis of the SHA-256 algorithm, through the development of
Method B (as per the 15 November 2022
announcement) basically another oracle, developed for reducing the
SHA-256 search space, but radically different from Method A.
Current results are very encouraging; ML#3 group has shown that the
proprietary system potentially increases the rate of successful
Bitcoin mining by 2.6 times compared to standard Bitcoin mining
industry practices, while also reducing the electricity consumption
by 4.3%. Assuming continued successful progress with testing, the
Company believes that this approach has the potential to be a
significant improvement within the Bitcoin mining industry.
The findings of the Machine Learning groups #2 and #3 may
represent the Company’s more expedient commercial route to market.
Once the Company applies the optimisations to currently
commercially available ASIC chips it is hoped that hardware for BTC
(and other altcoin) mining performance can be improved with QBT’s
developments.
QBT anticipates filing for patents in connection with the work
product of each of the Machine Leaning groups.
The Quantum Computing team, as announced by the Company on
11 March 2022, has developed a
quantum version of a BTC mining algorithm. This algorithm is
centered on qubit-based quantum computation, using quantum logic
gates and simulated on a reduced-sized SHA-256 algorithm (called
“Quantum Mining”). However, as there are currently no commercially
available quantum computers with sufficient qubits to sustain full
SHA-256 computations, the Company has continued working to refine
its Quantum Mining algorithm. To achieve this, the Company
has retained the world-renowned pioneer in quantum computing, Dr.
Lov Kumar Grover. If the Company’s
theoretical approach is confirmed empirically, when powerful enough
quantum computers become available, QBT believes this method will
potentially revolutionise the BTC industry.
With regards to the Cryptography team, the current focus is on
the core of the optimisation of the SHA-256 algorithm and gate
level implementation. This team has already delivered the Asic
UltraBoost in September 2021 (and
currently under final review by the relevant patent office), the
Company’s first patent application. This has increased mining
performance by circa 7%. Further expected findings by the
Cryptography team are anticipated to lead to additional patent
application filings which in some instances are already in the
drafting stage.
The main goal of the FPGA/ASIC Design team is to turn findings
from the ML and the Cryptography teams into efficient
architectures, to be tested on FPGA chips first, then moved into an
ASIC version, prior to prototyping before production.
A basic architecture for the final ASIC chips is available,
while a large number of variants are being tested, before choosing
the final configuration for the first prototype.
The Company’s objective is that the culmination of its R&D
programme should enable it to produce its own more efficient mining
chips embedding most, if not all, of the findings of the entire
programme.
The full cost of the R&D programme and related
infrastructural investments for the year under review was
approximately €948,000.
Litigations and Legacy
Assets
During 2022, the Company continued to deal with its Legacy
Assets, which consist of pending court actions in Italy and investments in PBV, Forcrowd and
Geosim.
As previously announced on 1 November
2022 in relation to CL17’s claim against the previous
management and internal audit committee of Sipiem, the Venice Court ruled in favour of CL17 and
ordered the Sipiem defendants to pay CL17 the Award Payment
amounting to €6,188,974 in damages (exclusive of interest and
adjustments for inflation), and €85,499 in legal fees. The Company,
through CL17, has commenced the process to collect the Award
Payment from the main defendant, which remains, as at the date of
the Annual Report, unpaid.
CL17 also holds the c. €1 million claim against Sosushi’s
previous management in Italy,
which is currently continuing via an arbitration process. The
process has, unfortunately, been subject to severe procedural
delays outside of CL17’s control and it is not expected to be
concluded in the short term.
Regarding the parallel claim by Sosushi’s previous management
and shareholders in the English Courts, the Company’s defence has
been successful. The Sosushi claimants discontinued their €1.7
million legal claim against the Company and were ordered to pay the
Company approximately €77,000 towards legal costs. Further legal
costs and damages may still be awarded to the Company at the
conclusion of the case.
During the year under review, the Company raised a total of
£1.05 million pursuant to the exercise of 52,500,000 warrants, in
January and March 2022, issued as
part of the placing announced on 22 February
2021.
As announced on 20 December 2022,
the Company granted 37,500,000 options to certain consultants,
members of the R&D team and in-house staff, over its new
ordinary shares of 0.25 pence each
(“Ordinary Shares”), of which 25,000,000 carry an exercise price at
5p and 12,500,000 at 10p.
With regards to the Company’s bonds, on 6
April 2022, the Company announced it had renegotiated the
date of maturity of the €3.5 million Zero-Coupon Bond issued in
2020 with the sole bondholder to 15 December
2024. Additionally, at the Bondholder Meeting held on
21 April 2022, the Company extended
the maturity of the Zero-Coupon Bond to 15
December 2024 and amended the conversion price from
15 pence to 5
pence. The extension of the maturity date for both bonds
improved the Net Current Asset position of the Group (see Financial
Review below).
Finally, during 2022 the Company unfortunately lost its
Non-Executive Director Reg Eccles,
who passed away in August. Following this sad event, the Company
appointed two new Non-Executive Directors, Peter Fuhrman (in September 2022) and Mark
Trafeli (in November
2022).
In conclusion, the Company continues to focus on its novel and
innovative R&D activities, which have so far provided promising
results. The Company is now starting to assess the
commercialisation of some of these improvements as they could
potentially have an immediate impact on the BTC mining market.
Financial Review
The Group reported a total comprehensive loss of €5,026,000 for
the year ended 31 December 2022
(2021: €5,396,000) and a loss before tax of €5,252,000 (2021:
€5,449,000). Operating losses for the period were €4,547,000 (2021:
€4,970,000).
Included within administrative expenses are charges relating to
the recognition of share options totalling €1,854,000 (2021:
€2,622,000) and within finance costs are charges for the
revaluation of derivatives totalling €324,000 (2021: €143,000). The
movement in these items is dependent on the volatility of the
Company’s share price used for the calculation according to the
relevant accounting standards.
The undiluted Net Asset Value (“NAV”) of the Group decreased by
€398,000 in 2022, compared to a decrease of €601,000 in 2021. The
Group had Net Current Assets of €4.4m as at 31 December 2022 (2021: negative €3.9m), thanks
to the rescheduling of the Company’s bonds’ maturity to
December 2024.
For more details regarding the Audit Report, please refer to the
Basis of Preparation Section hereafter and to the Audit Report
sections in the Annual Report and Accounts.
Post-Balance Sheet Events
On 15 March 2023, the Company
reported that, with regard to the Sipiem legal claim, the Italian
Appeals Court ruled in favour of CL17 thereby allowing it to seek
enforcement of the judgment without having to wait for the outcome
of the appellate proceedings against the main Sipiem defendant who
is individually liable for the full damages payable to CL17. The
Appeals Court did, however, grant the remaining Sipiem defendants’
request to temporarily enjoin enforcement of the judgment against
the members of the internal audit committee and the main
defendant’s family members that are also themselves defendants in
the case.
On 26 May 2023, the Company
announced the appointment of Mr Vladimir (Vlad) Kusznirczuk as
Marketing and Business Development Manager, to address business
opportunities with large US and Canadian Bitcoin miners and mining
rigs manufacturers. Mr Kusznirczuk’s main focus is on developing
strategic partnerships and joint ventures with large Bitcoin mining
businesses in the US and Canada
and with Bitcoin mining rig manufacturers in the US and
China. As announced the Company
issued him 2,000,000 Options as follows:
- 1,000,000 Options exercisable at 5
pence between 1 November 2023
and 25 May 2025; and
- 1,000,000 Options exercisable at 10
pence between 1 November 2023
and 25 May 2025.
Furthermore, on 31 May 2023, the
Company issued additional 5,000,000 Options to existing members of
the R&D team, with an exercise price of 10 pence and exercisable at any time before
25 May 2025.
Additionally, the Company amended the maturity of 12,500,000
Options exercisable at 5p and 5,000,000 Options exercisable at 10p
(most of which had already expired) to 25
May 2025.
On 1 June 2023, the Company raised
£1,000,000 (before expenses) through the placing of 71,428,571 new
Ordinary Shares at a price of 1.4
pence per Placing Share.
Outlook
The Board remains committed to return value to its stakeholders
by:
- Continuing to focus on its R&D programme, which is
providing promising and consistent results;
- investing in the technology sector (both in a direct and an
indirect manner);
- managing the legacy portfolio assets, where positive outcomes
are expected from the Company’s claims; and
- further reduction of the debt position (if and when the
conditions are deemed appropriate).
The Board remains positive as the technology investments are
deemed sound and promising, while the legal claims have strong
merit and against defendants that are expected to remain solvent,
thereby enhancing the prospect of collection of the judgment
debts.
Francesco
Gardin
Executive Chairman
29 June
2023
GROUP STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
|
Note |
2022 |
2021 |
|
|
€’000 |
€’000 |
|
|
|
|
Revenue |
|
- |
9 |
|
|
- |
9 |
|
|
|
|
Administrative
expenses |
7 |
(4,547) |
(4,985) |
Other income |
|
- |
6 |
Operating loss |
|
(4,547) |
(4,970) |
|
|
|
|
Share of loss from equity-accounted
associates |
8 |
(69) |
(33) |
Finance costs |
9 |
(636) |
(446) |
Loss before tax |
|
(5,252) |
(5,449) |
Tax |
12 |
226 |
53 |
Loss for the year |
|
(5,026) |
(5,396) |
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR |
|
(5,026) |
(5,396) |
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
Basic loss per share (cents) |
13 |
€0.508 |
€0.621 |
Diluted loss per share (cents) |
13 |
€0.312 |
€0.354 |
There was no other comprehensive income
during the year.
The accounting policies and notes form
an integral part of these financial statements.
GROUP AND COMPANY STATEMENTS OF
FINANCIAL POSITION
AS AT 31
DECEMBER 2022
|
Notes |
Group
2022 |
Group
2021 |
Company
2022 |
Company
2021 |
|
|
€’000 |
€’000 |
€’000 |
€’000 |
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
14 |
226 |
164 |
- |
- |
Financial assets at
fair value through profit and loss |
15 |
677 |
664 |
115 |
288 |
Investments held at
cost |
|
- |
- |
10 |
10 |
Investments in
equity-accounted associates |
8 |
60 |
211 |
- |
- |
Total non-current assets |
|
963 |
1,039 |
125 |
298 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
16 |
4,626 |
4,905 |
1,056 |
665 |
Cash and cash equivalents |
17 |
463 |
1,039 |
449 |
1,035 |
Total current assets |
|
5,089 |
5,944 |
1,505 |
1700 |
|
|
|
|
|
|
Total assets |
|
6,052 |
6,983 |
1,630 |
1,998 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
18 |
(465) |
(329) |
(577) |
(354) |
Borrowings |
19 |
- |
(8,365) |
- |
(8,365) |
Derivative financial
instruments |
20 |
- |
(1,113) |
- |
(1,113) |
Provisions |
21 |
(210) |
- |
(210) |
- |
Total current
liabilities |
|
(675) |
(9,807) |
(787) |
(9,832) |
|
|
|
|
|
|
Net current
(liabilities)/assets |
|
4,414 |
(3,863) |
718 |
(8,132) |
|
|
|
|
|
|
Total assets less
current liabilities |
|
5,377 |
(2,824) |
843 |
(7,834) |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Borrowings |
19 |
(8,131) |
- |
(8,131) |
- |
Derivative financial
instruments |
20 |
(468) |
- |
(468) |
- |
Total non-current
liabilities |
|
(8,599) |
- |
(8,599) |
- |
|
|
|
|
|
|
Total liabilities |
|
(9,274) |
(9,807) |
(9,386) |
(9,832) |
|
|
|
|
|
|
Net liabilities |
|
(3,222) |
(2,824) |
(7,756) |
(7,834) |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
22 |
8,378 |
8,221 |
8,378 |
8,221 |
Share premium account |
22 |
50,541 |
49,442 |
50,541 |
49,442 |
Other reserves |
24 |
13,812 |
11,409 |
5,487 |
3,084 |
Retained losses |
|
(75,953) |
(71,896) |
(72,162) |
(68,581) |
|
|
|
|
|
|
Total
equity |
|
(3,222) |
(2,824) |
(7,756) |
(7,834) |
An income statement for the parent company is not presented in
accordance with the exemption allowed by S408 of the Companies Act
2006. The parent company’s comprehensive loss for the financial
year amounted to €4,550,000 (2021: loss of €5,517,000).
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER
2022
Group |
Share
capital
€’000 |
Share
premium
account
€’000 |
Other
reserves
€’000 |
Retained losses
€’000 |
Total
equity
€’000 |
At 1 January
2021 |
7,397 |
47,124 |
8,787 |
(65,531) |
(2,223) |
Total
present loss and comprehensive loss for the year |
- |
- |
- |
(5,396) |
(5,396) |
Grants of
warrants |
- |
- |
- |
1,447 |
1,447 |
Exercise of
warrants |
119 |
831 |
- |
(2,416) |
(1,466) |
Issue of
shares |
705 |
1,487 |
- |
- |
2,192 |
Grant of share
options |
- |
- |
2,622 |
- |
2,622 |
At 31 December
2021 |
8,221 |
49,442 |
11,409 |
(71,896) |
(2,824) |
Total
comprehensive loss
for the year |
- |
- |
- |
(5,026) |
(5,026) |
Exercise of warrants |
157 |
1,099 |
- |
969 |
2,225 |
Grant
of share options |
- |
- |
1,854 |
- |
1,854 |
Modification of bond |
- |
- |
549 |
- |
549 |
At 31 December
2022 |
8,378 |
50,541 |
13,812 |
(75,953) |
(3,222) |
The following describes the nature and
purpose of each reserve:
Share
capital
represents the nominal value of equity shares.
Share
premium
amount subscribed for share capital in excess of the nominal
value.
Retained
losses
cumulative net gains and losses less distributions made and items
of other comprehensive income not accumulated in another separate
reserve. Included within retained losses are movements relating to
the grant, exercise, and fair value movement of the warrants issued
during the year.
Other
reserves
consist of three reserves, as detailed in Note 23, see below:
Merger
reserve
relates to the difference in consideration and nominal value of
shares issued during a merger and the fair value of assets
transferred in an acquisition of 90% or more of the share capital
of another entity.
Loan note equity reserve
relates to the equity portion of the convertible loan notes.
Share option
reserve
fair value of the employee and key personnel equity settled share
option scheme as accrued at the reporting date.
The accounting policies and notes form
part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER
2022
Company |
Share
capital
€’000 |
Share
premium
account
€’000 |
Other
reserves
€’000 |
Retained losses
€’000 |
Total
€’000 |
At 1
January 2021 |
7,397 |
47,124 |
462 |
(62,095) |
(7,112) |
Total
present loss and comprehensive loss for the year |
- |
- |
- |
(5,517) |
(5,517) |
Grant
of warrants |
- |
- |
- |
1,447 |
1,447 |
Exercise of warrants |
119 |
831 |
- |
(2,416) |
(1,466) |
Issue
of shares |
705 |
1,487 |
- |
- |
2,192 |
Grant
of share options |
- |
- |
2,622 |
- |
2,622 |
At 31 December
2021 |
8,221 |
49,442 |
3,084 |
(68,581) |
(7,834) |
Total
comprehensive loss
for the year |
- |
- |
- |
(4,550) |
(4,550) |
Exercise of warrants |
157 |
1,099 |
- |
969 |
2,225 |
Grant of share
options |
- |
- |
1,854 |
- |
1,854 |
Modification of
bond |
- |
- |
549 |
- |
549 |
At 31 December
2022 |
8,378 |
50,541 |
5,487 |
(72,162) |
(7,756) |
The following describes the nature and
purpose of each reserve:
Share
capital
represents the nominal value of equity shares.
Share
premium
amount subscribed for share capital in excess of the nominal
value.
Retained
losses
cumulative net gains and losses less distributions made and items
of other comprehensive income not accumulated in another separate
reserve. Included within retained losses are movements relating to
the grant, exercise, and fair value movement of the warrants issued
during the year.
Other
reserves
consist of two reserves, as detailed in Note 23, see
below:
Loan note equity reserve
relates to the equity portion of the convertible loan notes.
Share option
reserve
fair value of the employee and key personnel equity settled share
option
scheme as accrued at the reporting date.
The accounting policies and notes form
part of these financial statements.
GROUP AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER
2022
|
Note |
Group
2022
€’000 |
Group
2021
€’000 |
|
Company
2022
€’000 |
Company
2021
€’000 |
|
|
|
|
|
|
|
Cash used in
operations |
|
|
|
|
|
|
Loss before tax |
|
(5,252) |
(5,449) |
|
(4,753) |
(5,570) |
Impairment of
investments |
15 |
154 |
167 |
|
154 |
200 |
Share of post-tax
losses of equity accounted associates |
8 |
69 |
33 |
|
69 |
- |
Non cash foreign
exchange movements |
15 |
(35) |
(41) |
|
- |
- |
Finance charges |
9 |
637 |
305 |
|
635 |
305 |
Depreciation
expense |
14 |
49 |
- |
|
- |
- |
Decrease /(increase)
in receivables |
16 |
474 |
340 |
|
(196) |
230 |
(Decrease) /increase
in payables |
18 |
346 |
(5) |
|
433 |
27 |
Impairment of
intercompany receivables |
|
33 |
- |
|
12 |
- |
Loss /(gain) on
derivatives |
|
- |
143 |
|
- |
143 |
Share based
payments |
|
1,854 |
2,694 |
|
1,854 |
2,694 |
Net
cash outflow from operating activities |
|
(1,671) |
(1,813) |
|
(1,792) |
(1,971) |
|
|
|
|
|
|
|
Cash flows from
investing activities |
|
|
|
|
|
|
Purchase of investments |
15 |
(50) |
(54) |
|
(50) |
(64) |
Purchase of property, plant and
equipment |
14 |
(111) |
(164) |
|
- |
- |
Net cash outflow from investing
activities |
|
(161) |
(218) |
|
(50) |
(64) |
|
|
|
|
|
|
|
Cash flows from financing
activities |
|
|
|
|
|
|
Proceeds from capital issue |
|
- |
1,951 |
|
- |
1,951 |
Proceeds from exercise of
warrants |
|
1,256 |
1,119 |
|
1,256 |
1,119 |
Net cash
(outflow)/inflow from financing activities |
|
1,256 |
3,070 |
|
1,256 |
3,070 |
|
|
|
|
|
|
|
Net (decrease) /increase in cash
for the year |
|
(576) |
1,039 |
|
(586) |
1,035 |
Cash and cash equivalents at
beginning of year |
|
1,039 |
- |
|
1,035 |
- |
|
|
|
|
|
|
|
Cash and cash equivalents at end
of year |
17 |
463 |
1,039 |
|
449 |
1,035 |
The accounting policies and notes form
part of these financial statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.General Information
Quantum Blockchain Technologies plc is a company incorporated in
the United Kingdom under the
Companies Act 2006. The Company’s ordinary shares are traded on AIM
of the London Stock Exchange. The address of the registered office
is given on the Company Information page. The nature of the Group’s
operations and its principal activities are set out in the
Directors’ report on page 13.
2.Accounting policies
The principal accounting policies are summarised below. They
have all been applied consistently throughout the period covered by
these consolidated financial statements.
Basis of preparation
The consolidated Financial Statements of Quantum Blockchain
Technologies plc have been prepared in accordance with United Kingdom adopted International Financial
Reporting Standards ("UK adopted IFRS") and the parts of Companies
Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical
cost convention as modified by the revaluation of assets and
liabilities held at fair value.
The basis of preparation should reflect the requirements for the
publication of non-statutory accounts (s435 Companies Act 2006) so
therefore we would suggest wording is required as follows:
The financial information in this financial results announcement
have been prepared by the directors using the recognition and
measurement principles of United
Kingdom adopted International Financial Reporting Standards
("UK adopted IFRS").
The financial information for the year ended 31 December 2022 do not constitute the statutory
accounts of the company but are extracted from the audited
accounts. The statutory accounts will be delivered to the Registrar
of Companies following the annual general meeting.
The independent auditor’s report on the accounts for the year
ended 31 December 2022 was qualified
on the basis that they were unable to obtain sufficient and
appropriate audit evidence about the carrying amount of the
investment in GeoSim Systems Limited, as disclosed in note 15 to
the accounts, which had been valued by the directors at €622,000
based on the share price of another investee that took place 42
months before the year end, rather than using a valuation at
31 December 2022 based on an
appropriate valuation technique in accordance with IFRS 13 Fair
Value Measurement.
Except for the qualification noted above the independent
auditor’s on the accounts for the year ended 31 December 2022 did not contain a statement
under section 498(2) of the Companies Act 2006 or section
498(3).
The independent auditor’s report on the accounts for the year
ended 31 December 2022 also drew
attention by way of emphasis to the use of the going concern basis
but without qualifying the report in that respect.
The preparation of Financial Statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
Financial Statements are disclosed in Note 3.
The Consolidated Financial Statements are presented in Euros
(€), the functional and presentation of the entity rounded to the
nearest €’000.
The Group has adopted the amendments to IAS 16 Property, Plant
and Equipment (issued in May 2020) in
the current year. This has not had a material impact on the Group
financial statements.
The Group has adopted the amendments to IAS 16 IAS 37
Provisions, Contingent Liabilities and Contingent Assets (issued in
May 2020) in the current year. This
has not had a material impact on the Group financial
statements.
Going Concern
The Group’s activities generated a loss of €5,026,000 (2021:
loss of €5,396,000) and had net current assets of €4,414,000 as at
31 December 2022 (2021: net current
liabilities of €3,863,000). The Group’s operational existence is
still dependent on the ability to raise further funding either
through an equity placing on AIM, or through other external
sources, to support the on-going working capital requirements.
After making due enquiries, the Directors have formed a
judgement that there is a reasonable expectation that the Group can
secure further adequate resources to continue in operational
existence for the foreseeable future and that adequate arrangements
will be in place to enable the settlement of their financial
commitments, as and when they fall due.
For this reason, the Directors continue to adopt the going
concern basis in preparing the financial statements. Whilst there
are inherent uncertainties in relation to future events, and
therefore no certainty over the outcome of the matters described,
the Directors consider that, based upon financial projections and
dependant on the success of their efforts to complete these
activities, the Group will be a going concern for the next twelve
months. If it is not possible for the Directors to realise their
plans, over which there is significant uncertainty, the carrying
value of the assets of the Group is likely to be impaired.
Notwithstanding the above, the Directors note the material
uncertainty in relation to the Group being unable to realise its
assets and discharge its liabilities in the normal course of
business.
New standards, interpretations and
amendments not yet adopted
The Group decided not to early adopt the following amendments to
standards which are not yet mandatory.
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current
(issued January 2020)
The amendments clarify that the classification of a liability as
current or non-current is based only on rights existing at the end
of the reporting period and the classification is not affected by
expectations about whether rights to settle or defer a liability
will be exercised. Further, the amendments clarify that the
settlement of a liability refers to the transfer of cash, equity
instruments, other assets, or services to the counterparty. This
amendment only affects presentation.
The amendment is effective for financial years beginning on or
after 1 January 2024 and is not yet
adopted in the United Kingdom.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
Interest Rate Benchmark Reform – Phase 2 (issued in
August 2020)
The amendments are aimed at helping companies to provide
investors with useful information about the effects of the reform
of interest rate benchmarks on those companies’ financial
statements.
The amendments complement those issued in 2019 and focus on the
effects on financial statements when a company replaces the old
interest rate benchmark with an alternative benchmark rate as a
result of the reform. The Phase 2 amendments relate to:
- changes to contractual cash flows—a company will not
have to derecognise or adjust the carrying amount of financial
instruments for changes required by the reform, but will instead
update the effective interest rate to reflect the change to the
alternative benchmark rate;
- hedge accounting—a company will not have to discontinue
its hedge accounting solely because it makes changes required by
the reform, if the hedge meets other hedge accounting criteria;
and
- disclosures—a company is required to disclose
information about new risks arising from the reform and how it
manages the transition to alternative benchmark rates.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure
of Accounting Policies (issued in February 2021)
The amendments enhance the disclosure requirements relating to
an entity’s accounting policies and clarify that the notes to a
complete set of financial statements are required to include
material accounting policy information. Material accounting policy
information, when considered with other information included in the
financial statements, can reasonably be expected to influence
decisions that the primary users of financial statements make on
the basis of the financial statements. The amendments help
preparers determine what constitutes material accounting policy
information and notes that accounting policy information which
focuses on how IFRS has been applied to its own circumstances is
more useful for users of financial statements than standardised
information or information duplicating the requirements of
IFRS.
The amendment also states that immaterial accounting policy
information need not be disclosed but when it is disclosed it shall
not obscure material accounting policy information. Further, if
accounting policy information is not deemed material this does not
affect the materiality of related disclosure requirements of
IFRS.
The disclosure of judgements made in applying accounting
policies should reflect those that have had the most significant
effect on items recognised in the financial statements.
The amendment is effective for financial years beginning on or
after 1 January 2023 and is not yet
adopted in the United Kingdom.
Amendments to IAS 8 Definition of Accounting Estimates
(issued in February 2021)
The amendments define accounting estimates as monetary amounts
in financial statements that are subject to measurement
uncertainty. An accounting policy may require an item in financial
statements to be measured at a monetary amount that cannot be
observed directly so that in order to achieve the objective of an
accounting policy, an estimation is required.
The amendments state that the development of an accounting
estimate requires the use of judgement or assumptions based on the
latest available reliable information and involve the use of
measurement techniques and inputs. Accounting estimates might then
need to change as a result of new information, new developments or
more experience.
A change in input or measurement technique is a change in
accounting estimate which is applied prospectively unless the
change results from the correction of prior period errors.
The amendment is effective for financial years beginning on or
after 1 January 2023 and is not yet
adopted in the United Kingdom.
Amendments to IAS 12 Deferred Tax related to Assets
and Liabilities arising from a Single Transaction (issued in
May 2021)
The amendments specify how companies should account for deferred
tax on transactions such as leases and decommissioning
obligations.
In specified circumstances, companies are exempt from
recognising deferred tax when they recognise assets or liabilities
for the first time. Previously, there had been some uncertainty
about whether the exemption applied to transactions such as leases
and decommissioning obligations—transactions for which companies
recognise both an asset and a liability.
The amendments clarify that the exemption does not apply and
that companies are required to recognise deferred tax on such
transactions. The aim of the amendments is to reduce diversity in
the reporting of deferred tax on leases and decommissioning
obligations.
The amendments are effective for annual reporting periods
beginning on or after 1 January 2023,
with early application permitted and is not yet adopted in the
United Kingdom.
Basis of consolidation
Where the company has control over an investee, it is classified
as a subsidiary. The company controls an investee if all three of
the following elements are present: power over the investee,
exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the
company and its subsidiaries as if they formed a single entity.
Intercompany transactions and balances between group companies are
therefore eliminated in full. All subsidiaries have a reporting
date of December.
The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the
statement of financial position, the acquiree's identifiable
assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control
ceases.
There is alignment of accounting polices across all Group
entities by using uniform accounting policies for like transactions
and other events in similar circumstances.
The Group attributes total comprehensive income or loss of
subsidiaries between the owners of the parent and the
non-controlling interests based on their respective ownership
interests.
On consolidation, the results of overseas operations are
translated into euros at rates approximating to those ruling when
the transactions took place. All assets and liabilities of overseas
operations, including goodwill arising on the acquisition of those
operations, are translated at the rate ruling at the reporting
date. Exchange differences arising on translating the opening net
assets at opening rate and the results of overseas operations at
actual rate are recognised in other comprehensive income and
accumulated in the foreign exchange reserve.
On disposal of a foreign operation, the cumulative exchange
differences recognised in the foreign exchange reserve relating to
that operation up to the date of disposal are transferred to the
consolidated statement of comprehensive income as part of the
profit or loss on disposal.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any
impairment loss.
Investments in associates
Investments in associates are accounted for using the equity
method less any impairment loss.
The carrying amount of the investment in associates is increased
or decreased to recognise the Group’s share of the profit or loss
and other comprehensive income of the associate, adjusted where
necessary to ensure consistency with the accounting policies of the
Group.
Unrealised gains and losses on transactions between the Group
and its associates are eliminated to the extent of the Group’s
interest in those entities. Where unrealised losses are eliminated,
the underlying asset is also tested for impairment.
Foreign currency
The functional currency is Euro. Foreign currency transactions
are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions or valuation
where items are re-measured. This is applicable to non-monetary
items. Exchange gains and losses resulting from the settlement of
such transactions and from the translation at year-end exchange
rates of monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss. Exchange gains and
losses that relate to borrowings and cash and cash equivalents are
presented in the income statement within ‘finance income or costs’.
All other exchange gains and losses are presented in the income
statement within ‘other (losses)/gains – net’.
Changes in the fair value of monetary securities denominated in
foreign currency are analysed between translation differences
resulting from changes in the amortised cost of the security and
other changes in the carrying amount of the security. Translation
differences related to changes in amortised cost are recognised in
profit or loss, and other changes in carrying amount are recognised
in other comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable
and any deferred tax.
Current taxes are based on the results of the Group companies
and are calculated according to local tax rules, using the tax
rates and laws that have been enacted or substantially enacted by
the
Deferred tax is provided in full using the financial position
liability method for all taxable temporary differences arising
between the tax bases of assets and liabilities and their carrying
values for financial reporting purposes. Deferred tax is measured
using currently enacted or substantially enacted tax rates and
laws. Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted
for using the statement of financial position liability method.
Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax assets are recognised to the extent the temporary
difference will reverse in the foreseeable future and that it is
probable that future taxable profit will be available against which
the asset can be utilised. Deferred tax is recognised for all
deductible temporary differences arising from investments in
subsidiaries and associates, to the extent that it is probable that
the temporary difference will reverse in the foreseeable future and
taxable profit will be available against which the temporary
difference can be utilised.
Revenue
The Group provides consultancy services.
To determine whether to recognise revenue, the Group follows a
5-step process:
- Identifying the contract with a customer
- Identifying the performance obligations
- Determining the transaction price
- Allocating the transaction price to the performance
obligations, and then
- Recognising revenue when/as performance obligation(s) are
satisfied.
Revenue is recognised at the point of the provision of the
service. Revenue is recognised as earned at a point in time on the
unconditional supply of these services, which are received and
consumed simultaneously by the customer. The Group measures
revenues at the fair value of the consideration received or
receivable for the provision of consultancy services net of Value
Added Tax.
Interest income
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset’s net carrying amount on initial
recognition.
Property, plant and equipment
Property, plant and equipment are initially measured at cost and
subsequently measured at cost or valuation, net of depreciation and
any impairment losses.
Depreciation is recognised on a straight-line basis to write
down the cost less estimated residual value. The following useful
lives are applied:
Computers
5 years
The gain or loss arising on the disposal of an asset is
determined as the difference between the sale proceeds and the
carrying value of the asset and is recognised in the profit or
loss.
Impairment of property, plant and
equipment
At each reporting end date, the company reviews the carrying
amounts of its property, plant and equipment to determine whether
there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
Financial instruments
Classification and measurement
The Company classifies its financial
assets into the following categories: those to be measured
subsequently at fair value through profit or loss (FVPL) and those
to be held at amortised cost.
Classification depends on the business
model for managing the financial assets and the contractual terms
of the cash flows.
Management determines the
classification of financial assets at initial recognition. The
Company’s policy with regard to financial risk management is set
out in Note 20. Generally, the Company does not acquire financial
assets for the purpose of selling in the short term.
The Company’s business model is
primarily that of “hold to collect” (where assets are held in order
to collect contractual cash flows). When the Company enters into
derivative contracts, these transactions are designed to reduce
exposures relating to assets and liabilities, firm commitments or
anticipated transactions.
Financial Assets held at amortised
cost
The classification applies to debt
instruments which are held under a hold to collect business model,
and which have cash flows that meet the “solely payments of
principal and interest” (SPPI) criteria.
At initial recognition, trade
receivables that do not have a significant financing component, are
recognised at their transaction price. Other financial assets
are initially recognised at fair value plus related transaction
costs, they are subsequently measured at amortised costs using the
effective interest method. Any gain or loss on derecognition
or modification of a financial asset held at amortised cost is
recognised in the income statement.
Financial Assets held at fair value
through profit or loss (FVPL)
The classification applies to the
following financial assets. In all cases, transaction costs
are immediately expensed to the income statement.
·Debt instruments that do not meet the
criteria of amortised costs or fair value through other
comprehensive income. These receivables are generally held to
collect but do not meet the SPPI criteria and as a result must be
held at FVPL. Subsequent fair value gains or losses are taken
to the income statement.
·Equity investments which are held for
trading or where the FVOCI election has not been applied. All
fair value gains or losses and related dividend income are
recognised in the income statement.
·Derivatives which are not designated
as a hedging instrument. All subsequent fair value gains or
losses are recognised in the income statement.
Trade and other receivables
Trade and other receivables are measured at initial recognition
at fair value and are subsequently measured at amortised cost using
the effective interest rate method. For trade receivables, where
there is no significant financing component, fair value is normally
the transaction price.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value with maturities of three
months or less from inception.
Impairment of financial assets
A forward-looking expected credit loss (ECL) review is required
for: debt instruments measured at amortised costs are held at fair
value through other comprehensive income: loan commitments and
financial guarantees not measured at fair value through profit or
loss; lease receivables and trade receivables that give rise to an
unconditional right to consideration.
As permitted by IFRS9, the Company applies the “simplified
approach” to trade receivable balances and the “general approach”
to all other financial assets. The general approach
incorporates a review for any significant increase in counter party
credit risk since inception. The ECL reviews including
assumptions about the risk of default and expected loss
rates. For trade receivables, the assessment takes into
account the use of credit enhancements, for example, letters of
credit. Impairments for undrawn loan commitments are
reflected as a provision.
Financial liabilities
Borrowings and other financial liabilities (including trade
payables but excluding derivative liabilities) are recognised
initially at fair value, net of transaction costs incurred, and are
subsequently measured at amortised costs.
Convertible bonds
Convertible bonds are regarded as compound instruments,
consisting of a liability component and an equity component. At the
date of issue, the fair value of the liability component is
estimated using the prevailing market interest rate for similar
non-convertible debt. The difference between the proceeds of issue
of the convertible loan notes and the fair value assigned to the
liability component, representing the embedded option to convert
the liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity
components of the convertible loan notes based on their relative
carrying amounts at the date of issue. The portion relating to the
equity component is charged directly against equity.
The interest expense on the liability component is calculated by
applying the prevailing market interest rate for similar
non-convertible debt to the liability component of the instrument.
The difference between this amount and the interest paid is added
to the carrying amount of the convertible loan note.
Borrowings costs
Interest-bearing borrowings are initially recorded at fair value
net of attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised
cost with any difference between proceeds and redemption value
being recognised in the profit or loss over the period of the
borrowings on an effective interest basis.
Trade payables
Trade payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective
interest rate method.
Provisions, contingent assets and
contingent liabilities
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that the Group will be required to settle that
obligation and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the
year-end date, taking into account the risks and uncertainties
surrounding the obligation.
No liability is recognised if an outflow of economic resources
as a result of present obligations is not probable. Such situations
are disclosed as contingent liabilities unless the outflow of
resources is remote.
Contingent assets are possible assets whose existence will be
confirmed by the occurrence or non-occurrence of uncertain future
events that are not wholly within the control of the Group.
Contingent assets are not recognised, but they are disclosed when
it is more likely than not that an inflow of benefits will occur.
When the inflow of benefits is virtually certain an asset is
recognised.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Group are recorded at
the proceeds received net of direct issue costs.
Share capital account represents the nominal value of the shares
issued.
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
Retained losses include all current and prior period results as
disclosed in the statement of comprehensive income.
Other reserves consist of the merger reserve, share option
reserve and loan equity reserve.
- the merger reserve represents the premium on the shares issued
less the nominal value of the shares, being the difference between
the fair value of the consideration and the nominal value of the
shares.
- the share option reserve represents the cumulative amounts
charged to the profit or loss in respect of employee share option
arrangements where the scheme has not yet been settled by means of
an award of shares to an individual.
- the loan equity reserve represents the value of the equity
component of the nominal value of the loan notes issued.
Government Grants
Grants from the government are recognised at their fair value
where there is reasonable assurance that the grant will be
received, and the group will comply with all attached conditions.
Government grants which are revenue in nature are recognised in
profit or loss over the period in which the group recognises as
expenses the related costs for which the grants are intended to
compensate.
Research and development costs
Development costs are recognised as an asset only when all of
the following criteria are met:
(a) |
the technical feasibility of
completing the intangible asset so that it will be available for
use or sale. |
(b) |
its intention to complete the
intangible asset and use or sell it. |
(c) |
its ability to use or sell the
intangible asset. |
(d) |
how the intangible asset will
generate probable future economic benefits. Among other things, the
entity can demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it is to
be used internally, the usefulness of the intangible asset. |
(e) |
the availability of adequate
technical, financial and other resources to complete the
development and to use or sell the intangible asset. |
(f) |
its ability to measure reliably the
expenditure attributable to the intangible asset during its
development. |
The research and development
expenditure that does not meet the recognition criteria are not
capitalised and are recognised as an expense as incurred, as shown
in Note 7.
- Critical accounting judgements and key sources of estimation
uncertainty
The preparation of Financial Statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. Estimates and
judgements are continually evaluated and are based on historical
experience and other factors including expectations of future
events that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are discussed below and in other relevant notes in
the financial statements.
Fair value measurement
Management uses valuation techniques to determine the fair value
of financial instruments (where active market quotes are not
available) and non-financial assets. This involves developing
estimates and assumptions consistent with how market participants
would price the instrument. Management bases its assumptions on
observable data as far as possible, but this is not always
available. In that case management uses the best information
available. Estimated fair values may vary from the actual prices
that would be achieved in an arm’s length transaction at the
reporting date.
In order to arrive at the fair value of investments a
significant amount of judgement and estimation has been adopted by
the Directors as detailed in the investments accounting policy.
Where these investments are un-listed and there is no readily
available market for sale the carrying value is based upon future
cash flows and current earnings multiples for which similar
entities have been sold. The nature of these assumptions and the
estimation uncertainty as a result is outlined in Note 15, along
with sensitivities in Note 20.
- Segment information
In identifying its operating segments, management generally
follows the Group's service lines, which represent the main
products and services provided by the Group. The measurement
policies the Group uses for segment reporting under IFRS 8 are the
same as those used in its financial statements. The disclosure is
based on the information that is presented to the chief operating
decision maker, which is considered to be the board of Quantum
Blockchain Technologies plc.
The Directors are of the opinion that under IFRS 8 - "Operating
Segments" there are no identifiable business segments that are
subject to risks and returns different to the core business of
developing cheaper and faster Bitcoin mining. The information
reported to the Directors, for the purposes of resource allocation
and assessment of performance is based wholly on the overall
activities of the Group. Therefore, the Directors have determined
that there is only one reportable segment under IFRS 8.
The Group has not generated a material level of income and has
no major customers.
- Staff costs
|
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
Staff costs during the period
including directors comprise: |
|
|
|
|
Wages and salaries |
188 |
555 |
188 |
555 |
Social security costs
and pension contributions |
228 |
3 |
228 |
3 |
Share options
expense |
1,854 |
2,622 |
1,854 |
2,622 |
|
2,270 |
3,180 |
2,270 |
3,180 |
- Directors’ emoluments
|
2022
€’000 |
2021
€’000 |
|
|
|
Aggregate
emoluments |
116 |
525 |
Share
options expense |
1,728 |
2,444 |
|
1,844 |
2,969 |
Remuneration of the highest paid Director was €57,000 (2021:
€327,000).
There are no retirement benefits accruing to the Directors.
Details of directors’ remuneration are included in the Directors’
Report.
- Expenses by nature
|
2022
€’000 |
2021
€’000 |
Directors’ emoluments |
1,844 |
2,969 |
Employee
emoluments |
378 |
210 |
Professional and legal fees |
509 |
441 |
Audit
fees |
86 |
50 |
Administrative expenditure |
216 |
156 |
Impairment of assets |
618 |
769 |
Fundraising fees |
75 |
192 |
Research
and development costs |
821 |
198 |
|
4,547 |
4,985 |
- Investments in associates
The Group has a 41.17% equity interest in ForCrowd Srl.
Summarised financial information of the Group’ share in this
associate is as follows:
|
2022
€’000 |
2021
€’000 |
Loss from continuing operations |
(69) |
(33) |
Impairment |
(82) |
- |
Total comprehensive loss |
(151) |
(33) |
Aggregate carrying amount of the
Group’s interests in this associate |
60 |
211 |
- Finance (costs)/income
|
2022
€’000 |
2021
€’000 |
(Loss)/gain on derivatives |
(324) |
(143) |
Interest on convertible bonds |
(325) |
(305) |
Interest credit on modification of
convertible bonds |
9 |
- |
Other gains or losses |
- |
(4) |
Interest received |
6 |
6 |
Bank fees |
(2) |
- |
|
(636) |
(446) |
- Auditor’s remuneration
|
2022
€’000 |
2021
€’000 |
Group Auditor’s
remuneration: |
|
|
Fees
payable to the Group’s auditor for the audit of the Company and
consolidated financial statements: |
56 |
50 |
Non audit
services: |
|
|
Other services
(tax) |
- |
- |
Subsidiary
Auditor’s remuneration |
|
|
Other services
pursuant to legislation |
- |
- |
|
56 |
50 |
- Employee numbers
|
Group |
Company |
|
2022
Number |
2021
Number |
2022
Number |
2021
Number |
|
|
|
|
|
The average number of Company’s
employees, including directors during the period was as
follows: |
|
|
|
|
Management and
administration |
4 |
3 |
4 |
3 |
- Taxation
|
2022
€’000 |
2021
€’000 |
|
|
|
Corporation tax -
current period |
(117) |
(53) |
Corporation tax -
prior period underprovision |
(86) |
- |
Foreign tax |
(23) |
- |
Deferred taxation |
- |
- |
Tax charge for the year |
(226) |
(53) |
The Group has a potential deferred tax asset arising from
unutilised trading losses and management expenses available for
carry forward and relief against future taxable profits. The
deferred tax asset has not been recognised in the financial
statements in accordance with the Group's accounting policy for
deferred tax.
The Group's unutilised
losses are as follows: |
2022
€’million |
2021
€’million |
|
|
|
Trading losses |
2 |
2 |
Management expenses |
19 |
19 |
Non trade loan relationship
deficits |
2 |
2 |
Capital losses |
8 |
8 |
The standard rate of tax for the current year, based on the UK
effective rate of corporation tax is 19% (2020: 19%). The standard
rate of Research and Development Tax credit is 14.5% of the
enhanced R&D expenditure. The actual rate for the current and
previous year varies from the standard rate for reasons set out in
the
Continuing
operations |
2022
€’000 |
2021
€’000 |
|
|
|
Loss for the year before
tax |
(5,252) |
(5,449) |
Tax on ordinary activities at
standard rate |
(998) |
(1,035) |
Effects of: |
|
|
Expenses not deductible for tax
purposes |
595 |
751 |
R&D enhancement |
(153) |
(39) |
R&D losses surrendered |
270 |
70 |
R&D Foreign Tax losses
surrendered |
11 |
- |
Losses brought forward claimed |
- |
(10) |
Tax losses available for carry
forward against future profits |
275 |
263 |
Total tax payable |
- |
- |
|
|
|
Enhanced R&D
expenditure |
804 |
368 |
|
|
|
Total tax repayable
– current year |
117 |
53 |
|
|
|
Corporation tax -
prior period underprovision |
86 |
- |
Foreign tax |
23 |
- |
|
|
|
Total tax
repayable |
226 |
53 |
The UK government has announced that
the corporation tax rate will increase from 19% to 25% with effect
from 1 April 2023.
- Earnings per share
The basic earnings per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of ordinary shares in issue during the period. Diluted earnings per
share is computed using the weighted average number of shares
during the period adjusted for the dilutive effect of share
options, warrants and convertible loans outstanding during t14he
period.
The loss and weighted average number of shares used in the
calculation are set out below:
|
2022 |
|
2021 |
|
Profit/ (Loss)
€’000 |
Weighted
average no.
of shares
000’s |
Per share
amount
Euro Cent |
|
Profit/ (Loss)
€’000 |
Weighted
average no.
of shares
000’s |
Per share
amount
Euro Cent |
Basic earnings per share |
|
|
|
|
Continuing operations |
(5,026) |
989,497 |
(0.508) |
|
(5,396) |
869,339 |
(0.621) |
Total
operations |
(5,026) |
989,497 |
(0.508) |
|
(5,396) |
869,339 |
(0.621) |
|
|
|
|
|
Fully diluted earnings per share |
|
|
|
|
Continuing operations |
(5,091) |
1,632,694 |
(0.312) |
|
(5,328) |
1,503,440 |
(0.354) |
Total
operations |
(5,091) |
1,632,694 |
(0.312) |
|
(5,328) |
1,503,440 |
(0.354) |
See note 27 for details of share option
transactions and share issues that have occurred since the end of
the reporting period.
- Property, plant and equipment
Group |
Computers
€’000 |
|
Total
€’000 |
|
|
|
|
Cost |
|
|
|
At 1 January 2022 |
164 |
|
164 |
Additions |
111 |
|
111 |
At 31 December 2022 |
275 |
|
275 |
|
|
|
|
Depreciation and
impairment |
|
|
|
At 1 January 2022 |
- |
|
- |
Depreciation charged in the
year |
49 |
|
49 |
At 31 December
2022 |
49 |
|
49 |
|
|
|
|
Carrying
amount |
|
|
|
At 31 December
2022 |
226 |
|
226 |
At 31 December
2021 |
164 |
|
164 |
The tangible fixed assets relate in
full to the Group’s IT infrastructure dedicated to the R&D
programme.
The Parent Company held no tangible
fixed assets during the years ended 31
December 2021 and 2022.
- Investments
The significant entities for which the Group owns shares, held
at 31 December 2022, were as
follows:
Group
Companies |
Ownership |
Country |
Company
Status |
Net Assets/
(Liabilities) €,000 |
Date of latest
accounts |
Treatment |
Brainspark
Associates Ltd |
100.00% |
UK |
Trading |
(36,204) |
2021 |
Consolidated |
Clear
Leisure 2017 Ltd |
100.00% |
UK |
Trading |
(96) |
2021 |
Consolidated |
QBT
R&D Srl |
100.00% |
Italy |
Trading |
(26) |
2021 |
Consolidated |
Milan
Digital Twin Ltd |
100.00% |
UK |
Dormant |
Nil |
2021 |
Consolidated |
London
Digital Twin Ltd |
100.00% |
UK |
Dormant |
Nil |
2021 |
Consolidated |
Miner One
Ltd |
100.00% |
UK |
Dormant |
Nil |
2021 |
Consolidated |
Clear
Holiday Srl |
100.00% |
Italy |
Dormant |
10 |
2014 |
Not
Consolidated |
Mediapolis
Investment S.A |
71.72% |
Luxembourg |
Inactive |
(6,648) |
2010 |
Not
Consolidated |
Sosushi
Company Srl |
99.30% |
Italy |
In
liquidation |
654 |
2013 |
Not
Consolidated |
Fallimento
Mediapolis Srl |
84.04% |
Italy |
Liquidated |
1,204 |
2016 |
Not
Consolidated |
Sipiem
S.P.A |
50.17% |
Italy |
In
liquidation |
645 |
2014 |
Not
Consolidated |
ForCrowd
Srl |
41.17% |
Italy |
Investment |
(43) |
2021 |
Equity-accounting |
ClassFinance in Liquidazione Srl |
20.00% |
Italy |
Investment |
(104) |
2018 |
Held at
fair value |
PBV
Monitor |
10.00% |
Italy |
Investment |
471 |
2021 |
Held at
fair value |
Geosim
Systems |
4.53% |
Israel |
Investment |
(330) |
2018 |
Held at
fair value |
Beni
Immobili Srl |
15.05% |
Italy |
Investment |
14 |
2014 |
Held at
fair value |
TLT
S.P.A |
0.25% |
Italy |
Investment |
(2,476) |
2016 |
Held at
fair value |
The registered office of all UK companies is: 22 Great James
Street, London, WC1N 3ES,
England.
The registered office for QBT R&D Srl is Via Mazzini 38,
Rovigo (RO), 45100.
The registered office for Clear Holiday Srl is Viale Francesco
Restelli 1/3, Milano (MI),
20124.
The registered office for Mediapolis Investment S.A is Rue Val
des Bons Malades 231, 2121, Luxembourg-Kirchberg.
The registered office for Sosushi Company Srl is Via Parravicini
40, Monza (MB), 20900.
The registered office for Fallimento Mediapolis Srl is Via
Friuli 10, Burtolo (TO), 10010.
The registered office for Sipiem SPA is Via Mazzini 38, Rovigo
(RO), 45100.
The registered office for Forcrowd Srl is Via Vincenzo Monti 52,
Milano (MI), 20123.
The registered office for Class Finance Srl is Via Conservaorio
30, 20122, Milan.
The registered office for PBV Monitor Srl is Via Matteotti 13,
Brebbia (VA), 21020.
The registered office for Geosim Systems Limited is Granit St. Petach-Tikva 4951446, Israel.
The registered office for Beni Immobili Srl is Via Torino 58,
Biella (BI), 13900.
The registered office for TLT SPA is Via Trento 5, Biella (BI),
13900.
The directors have assessed the group’s interests in other
entities on an individual basis and come to the overall conclusions
as detailed in the table below. Please see the note narrative for
additional information on an entity by entity basis.
Quantum Blockchain Technologies
PLC
This entity is the UK based group parent.
Brainspark Associates Limited
This entity is a 100% owned UK incorporated subsidiary of
Quantum Blockchain Technologies PLC and has been included in the
consolidation.
Clear Leisure 2017 Limited
This entity is a 100% owned UK incorporated subsidiary of
Quantum Blockchain Technologies PLC and has been included in the
consolidation.
QBT R&D Srl
This entity is a 100% owned subsidiary of the group incorporated
in Italy and has been included in
the consolidation.
Milan Digital Twin Limited
This entity is a 100% owned UK incorporated subsidiary of
Quantum Blockchain Technologies PLC. This entity only includes
unpaid share capital and has not begun operating. It has been
included in the consolidation with an overall impact of nil.
London Digital Twin Limited
This entity is a 100% owned UK incorporated subsidiary of
Quantum Blockchain Technologies PLC. This entity only includes
unpaid share capital and has not begun operating. It has been
included in the consolidation with an overall impact of nil.
Clear Holiday Srl
Clear Holiday Srl is a 100% owned subsidiary of the group
incorporated in Italy. Although
QBT hold all of the shares, they do not have control of the
company. Therefore, this entity has not been consolidated on the
basis that QBT do not have control. The balances held within the
company are not with external third parties and therefore the
overall impact on the accounts would be trivial.
Miner One Limited
Miner One Limited is a 100% owned UK based entity. The entity
itself was initially set up with the hope of transferring certain
assets, notably a data centre located in Serbia into its
possession. However, due to disputes with the previous joint
venture partner this did not materialise. In 2021 this entity
remained dormant and did not trade during the year. This entity
only includes unpaid share capital and has not begun operating, it
has been included in the consolidation with an overall impact of
nil.
Mediapolis Investment S.A.
Mediapolis Investment S.A. is a 71.72%
owned subsidiary incorporated in Luxembourg. The company itself is inactive and
is not trading. Previous management failed to pay accountants and
local directors for the previous six years and no financial
statements have been filed for over seven years. Although this
entity is inactive and
71.72% of the shares are held by the group, there is no active
management in Luxembourg, and this
has led to a difficulty in finalizing a liquidation.
The most recent accounts available were produced in 2010 and the
main asset held by the entity is the investment of 13% of the
capital in another former group company, Fallimento Mediapolis Srl,
which has been liquidated. This investment is carried at
approximately EUR6.6m and has been
impaired to nil in previous years. Therefore, the non-consolidation
of this entity is deemed to be immaterial to the group.
On 6 May 2021 Mediapolis
Investment S.A. had entered a liquidation process and the Group
does not expect any further assets or liabilities to arise from
these proceedings.
Sosushi Company Srl
Sosushi Company Srl was a 99.3% owned entity incorporated in
Italy. On 24 June 2021, the Company received notification
that Sosushi had been declared bankrupt. Sosushi has not been
consolidated as the fair value has been determined as nil and all
receivables from the company have been fully impaired. The
litigation is held via Clear Leisure 2017.
Fallimento Mediapolis Srl
Fallimento Mediapolis Srl was an 84.04% equivalent owned entity
incorporated in Italy. Quantum
Blockchain Technologies Plc held directly 74.67% of the capital of
the company whilst a 13% stake was held via Mediapolis Investment
S.A as noted above. The company was liquidated in 2017 and
therefore this is the date from which control is deemed to have
been lost. There is ongoing bankruptcy litigation however, the
investment has been fully impaired. Therefore, the financial
information for Fallimento Mediapolis Srl has not been consolidated
into the group financial statements.
Sipiem S.P.A
Sipiem S.P.A was a 50.17% owned entity incorporated in
Italy. The entity had not been
trading for a number of years and was maintained due to ongoing
legal matters with the former directors. The company entered into
liquidation in 2015. Therefore, this is the date from which control
is deemed to have been lost. Therefore, the financial information
for Sipiem S.P.A has not been consolidated into the group financial
statements. The investment in Sipiem S.P.A is accounted at fair
value through profit or loss. Furthermore, in August 2022 the company was declared bankrupt by
the Court of Rovigo, following a petition filed by Sipiem’s
liquidator with the support of its main shareholder (Quantum
Blockchain Technologies). Sipiem’s bankruptcy does not impact the
Company’s balance sheet, as the litigation is held via Clear
Leisure 2017.
In November 2022, the Venice Court issued its final judgement in
respect of the Company’s legal claim against the previous
management in which it ruled in favour of QBT and ordered the
defendants to pay an aggregate amount of €6,188,974 (plus interest
and adjustments for inflation to accrue from different dates until
the date of payment) in damages, plus €85,499 in legal expenses
(together the “Award Payment”). The Award Payment is subject to tax
duties in Italy. It is worth
noting that the exact amount of the Award Payment that will be
collected by the Company and the timing of receipt of any such
funds have not yet been finalised.
Eight of the ten defendants have appealed against the Venice
Court’s judgment. The appealing defendants have requested the
Venice Court of Appeal to set
aside the Venice’s Court’s judgment, and enjoin the enforceability
of the Award Payment, until the ruling of the appeals. The hearings
for the defendants’ appeals are tentatively set to commence in
March 2023. The Court of Appeal will
set a final date for the first hearing in the coming weeks.
ForCrowd Srl
ForCrowd Srl is a 41.17% owned investment of the group
incorporated in Italy. The group
has determined that it holds significant influence over this
associate given the voting rights arising from its shareholding.
Consequently, this investment has been categorised in the accounts
within "Investments in equity-accounted associates" and is carried
in the accounts at the Group's share of the associate's net assets,
with the Group’s share of the profit or loss and other
comprehensive income of the associate being brought into the
Group's results for the year.
Previously, this investment was categorised in the financial
statements within "Investments" and hence was re-categorised in the
year ended 31 December 2021.
ClassFinance in Liquidazione Srl
ClassFinance in Liquidazione Srl is a 20% owned investment of
the group incorporated in Italy.
The company was placed into liquidation in 2015. The investment in
ClassFinance in Liquidazione Srl is accounted at fair value through
profit or loss. The fair value is assessed to be nil and fair value
loss has been fully recognised.
- Investments (continued)
PBV Monitor Srl
PBV Monitor Srl is a 10% owned investment in an entity
incorporated in Italy. The
investment has been recognised in the accounts at fair value
through profit or loss. The Fair Value of PBV Monitor (€55,000,
2021: €77,000) has decreased during the year due to an
impairment.
There were additional rounds of equity funding in January and
February 2022, in which the entire
post money valuation of the company was €1,429,000, with Quantum
Blockchain Technologies directly holding 10% of such amount.
The post money valuation at which the Company invested in 2018
was €340,000, which also represented the Company’s valuation of PBV
in Pre Covid-19 conditions. The difference between this original
value and the current Fair Value is not attributable to a change of
fundamentals to the business. Similarly, the progress made since
2020 has not highlighted any significant divergence from the
original business plan.
The difference in the valuation is therefore attributable to
lower value attributed to the company during the 2022 equity round.
The key assumptions underpinning the equity round at the start of
2022 remain applicable.
The Fair Value assessment of PBV Monitor, is directly related to
the company’s valuation in future rounds.
Geosim Systems Limited
Geosim Systems Limited is a 4.53% owned investment in an entity
incorporated in Israel. The
investment has been recognised in the accounts through its fair
value and is held via Brainspark Associates Limited.
The Fair Value of Geosim (€622,000, 2021: €587,000) has been
assessed in relation to the last equity round of the company in
2018, in which Quantum Blockchain Technologies’ 533,990 Geosim
shares have been valued at $1.25
each. The difference in the valuation between 2022 and 2021,
attributable to the variance in the EUR/USD exchange rate.
The Fair Value assessment of Geosim is directly related to the
company’s valuation in future rounds and to the EUR/USD exchange
rate.
Beni Immobili Srl
Beni Immobili Srl is a 15.05% equivalent owned investment in an
entity incorporated in Italy. The
shares in this company are held via Sipiem S.P.A. No fair value is
recognised for this investment as the entity has minimal net
assets and the valuation would be trivial to the consolidated
financial statements. Moreover, as the investment is held via
Sipiem S.P.A, which is in liquidation, the investment has not been
recognised as an asset.
TLT S.P.A
TLT S.P.A is a 0.25% owned investment based in Italy. No fair value is recognised for this
investment as the entity has a large net liability position and due
to the small shareholding, any potential valuation would be trivial
to the consolidated financial statements. Moreover, as the
investment is held via Sipiem S.P.A, there has been a complete fair
value loss and the investment amount has been derecognised.
Carrying value of
investments |
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
At as 1 January |
664 |
848 |
298 |
434 |
Additions |
50 |
- |
50 |
64 |
Fair value
decrease |
(72) |
(225) |
(223) |
(200) |
Foreign exchange |
35 |
41 |
- |
- |
Carrying value at 31
December |
677 |
664 |
125 |
298 |
An amount of €622,000 (2021: €587,000) included within Group
investments held for trading is a level 3 investment and represents
the fair value of 533,990 shares in GeoSim Systems Ltd. GeoSim
Systems Ltd is an Israeli company seeking to establish itself as
the world leader in building complete and photorealistic 3D virtual
cities and in delivering them through the Internet for use in local
searches, real estate and city planning, homeland security, tourism
and entertainment. Quantum Blockchain Technologies owns
4.53% of GeoSim Systems Ltd.
An amount of €55,000 (2021: €77,000) included within Company
investments held for trading is a level 3 investment and represents
the fair value of a 10% interest in PBV Monitor Srl (“PBV”).PBV is
an Italian company specialising in the acquisition and
dissemination of data for the legal services industry, utilising
proprietary market intelligence tools and dedicated search
software. Quantum Blockchain Technologies acquired 10% of PBV in
December 2018 and has purchased more
shares in January and February 2022
to maintain their 10% shareholding. As part of the initial
investment agreement, Quantum Blockchain Technologies was granted a
seat on the board of PBV and was appointed as exclusive advisor to
PBV regarding the possible sale of PBV from 1 January 2020 for a period of four years and
will be entitled to a 4% commission fee on the proceeds of any
sale.
- Trade and other receivables
|
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
Trade
receivables |
14 |
58 |
- |
- |
Other receivables |
4,537 |
4,769 |
280 |
144 |
Amounts owed by related
parties |
75 |
78 |
776 |
521 |
|
4,626 |
4,905 |
1,056 |
665 |
|
|
|
|
|
|
|
|
|
Group other receivables includes an amount of €132,000 (2021:
€132,000) due in relation to the Fallimento Mediapolis Srl
bankruptcy procedure; and an amount of €4,037,000 (2021:
€4,445,000) due in relation to the ongoing Sipiem legal claim,
which is unsecured, interest free and does not have fixed terms of
repayment.
The Directors consider that the carrying value of trade and
other receivables approximates to their fair value.
- Cash and cash equivalents
|
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
Bank
current accounts |
463 |
1,039 |
449 |
1,035 |
|
463 |
1,039 |
449 |
1,035 |
The Directors consider the carrying
amounts of cash and cash equivalents approximates to their fair
value.
- Trade and other payables
|
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
Trade payables |
147 |
128 |
122 |
126 |
Other payables |
183 |
91 |
320 |
91 |
Accruals |
135 |
110 |
135 |
137 |
Trade and other payables |
465 |
329 |
577 |
354 |
The Directors consider that the carrying value of trade and
other payables approximates to their fair value.
Included within other payables are intercompany balances that
are not eliminated on consolidation, PAYE, national insurance and
pension liabilities outstanding as at the year end, and unpaid
salary balances.
Accruals relate to R&D, consulting and accountancy costs
incurred by the Group that had not been invoiced by the year
end.
- Borrowings
|
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
Zero rate convertible
bond 2015 |
5,148 |
5,100 |
5,148 |
5,100 |
Zero rate convertible
bond 2020 |
2,983 |
3,265 |
2,983 |
3,265 |
|
8,131 |
8,365 |
8,131 |
8,365 |
Disclosed
as: |
|
|
|
|
Current borrowings |
- |
8,365 |
- |
8,365 |
Non-current
borrowings |
8,131 |
- |
8,131 |
- |
|
8,131 |
8,365 |
8,131 |
8,365 |
Interest on the bonds is payable annually on 31 March each year.
The bonds at 31 December 2022 include
all unpaid interest and interest accrued to that date.
On 25 March 2013 the Company
issued €3,000,000 nominal value of zero rate convertible bonds at a
discount of 22%. The bonds are convertible at 15p per share and
have a redemption date of 15 December
2015.
During 2014 the Company issued €1,885,400 zero bonds in
settlement of £1,563,000 7% bonds (see above). Also €600,000 zero
bonds were issued in settlement of a debt of €518,000 and €450,000
bonds were issued for cash realising €412,000 before expenses.
On 15 December 2015 the
bondholders meeting approved the amendments on the Zero Rate
Convertible Bond 2015, originally due on 15
December 2015; Under new terms the final maturity date of
the Bond is 15 December 2017 and the
interest has been reduced from 9.5% to 7%.
On 15 December 2016 the
bondholders meeting approved the amendments on the Zero Rate
Convertible Bond 2015, originally due on 15
December 2017; Under new terms the final maturity date of
the Bond is 15 December 2018 and the
interest has been reduced from 7% to 1%.
On 19 June 2018, the holders of
its €9.9m Bonds agreed to extend the final maturity date of the
Bonds from 15 December 2018 to
15 December 2022. The Company is now
able to convert the Bonds into new ordinary shares of 0.25p
each.
On 28 December 2018, bonds with a
face value of €2,100,000 plus cumulative interest were converted
into 50,992,826 new ordinary shares of 0.25
pence at a price of 3.76 pence
per share.
On 5 October 2020, Eufingest SA
agreed to extend the repayment date of all loans advanced to the
company amounting to €3,375,000 and £30,000 to 31 October 2020.
On 9 November 2020 Eufingest SA
agreed to convert all outstanding loans and accrued interest
amounting to €3,423,707 into Zero rate convertible bond 2020. The
Zero Coupon Bonds 2020 accrue interest at a rate of 2% per annum.
Bondholders can convert at any time up to 15
December 2022 at a conversion price of £0.01 per share.
In April 2022, QBT agreed with the
sole bondholder of the €3.5m 2020 Zero Coupon Bond to extend the
maturity date from December 2022 to
December 2024.
Also, with regard to the 2015 Zero Coupon Bond, via a
Bondholders’ meeting held on 21 April
2022, the Company extended the maturity date from
15 December 2022 to 15 December 2024 and amended the conversion price
into Company’s new ordinary shares from 15p to 5p.
Key Assumptions
The derivative element of the Zero Coupon Bonds 2015 were valued
at each year end using the Black Scholes option pricing model. The
following assumptions were used at each period end.
Zero Coupon Bonds 2015
|
|
2022 |
2021 |
Share price |
|
1.125p |
3.100p |
Expected life |
|
2 years |
1 year |
Volatility |
|
136% |
130% |
Dividend yield |
|
0% |
0% |
Risk free interest rate |
|
3.58% |
0.76% |
Fair value |
|
0.5p |
0.4p |
- Financial instruments
The Group’s financial instruments
comprise cash, investments at fair value through profit or loss,
investments in equity-accounted associates, trade receivables,
trade payables that arise from its operations and borrowings. The
main purpose of these financial instruments is to provide finance
for the Group’s future investments and day to day operational
needs.
The Group does not enter into any
derivative transactions such as interest rate swaps or forward
foreign exchange contracts, as the Group’s exposure to movements in
foreign exchange rates is not considered significant (see foreign
currency risk management). The main risks faced by the Group are
limited to interest rate risk on surplus cash deposits and
liquidity risk associated with raising sufficient funding to meet
the operational needs of the business.
The Board reviews and agrees policies
for managing these risks and they are summarised below.
FINANCIAL ASSETS BY CATEGORY
The categories of financial assets included in the statement of
financial position and the headings in which they are included are
as follows:
|
2022 |
2021 |
|
€’000 |
€'000 |
Financial assets: |
|
|
Financial
assets held at fair value through profit and loss |
677 |
664 |
Investments in
equity-accounted associates |
60 |
211 |
Trade and other
receivables |
4,284 |
4,862 |
Cash and cash
equivalents |
463 |
1,039 |
|
5,484 |
6,776 |
FINANCIAL LIABILITIES BY CATEGORY
The categories of financial liabilities included in the
statement of financial position and the headings in which they are
included are as follows:
|
2022 |
2021 |
|
€'000 |
€'000 |
Financial liabilities
at amortised cost: |
|
|
Trade and other
payables |
465 |
329 |
Provisions |
210 |
- |
Borrowings |
8,131 |
8,365 |
Derivative |
468 |
1,113 |
|
9,274 |
9,807 |
Financial instruments measured at fair value:
|
Level
1 |
Level
2 |
Level
3 |
|
€’000 |
€’000 |
€’000 |
As at 31 December
2022 |
|
|
|
Investments at fair
value through profit or loss |
- |
- |
677 |
|
- |
- |
677 |
|
|
|
|
As at 31 December
2021 |
|
|
|
Investments at fair
value through profit or loss |
- |
- |
664 |
|
- |
- |
664 |
The valuation techniques and significant unobservable
inputs used in determining the fair value measurement of level 2
and level 3 financial instruments, as well as the
inter-relationship between key unobservable inputs and fair value,
are set out in the table below.
Financial Instruments |
Valuation technique used |
Significant unobservable inputs
(Level 3 only) |
Inter – relationship between key
unobservable inputs and fair value (level 3 only) |
Investments |
Based on issue of shares in the
investments held by the Group and directors assessment on the
recoverability of loans. |
Assessment of recoverability of
loan. |
If loan was considered not to be
recoverable this would result in the reduction in the fair value of
the investment. |
The Group has adopted fair value
measurements using the IFRS 7 fair value hierarchy.
Categorisation within the hierarchy has been determined on the
basis of the lowest level of input that is significant to the fair
value measurement of the relevant asset as follows:
Level 1: valued using
quoted prices in active markets for identical assets;
Level 2: valued by
reference to valuation techniques using observable inputs other
than quoted prices included in Level 1;
Level 3: valued by
reference to valuation techniques using inputs that are not based
on observable markets criteria.
The Level 3 investment refers to an investment in GeoSim Systems
Ltd and PBV Monitor Srl.
Capital risk management
The Group manages its capital to ensure that entities in the
Group will be able to continue as going concerns while maximising
the return to stakeholders through optimisation of the debt and
equity balance. The capital structure of the Group consists of debt
attributable to convertible bondholders, borrowings, cash and cash
equivalents, and equity attributable to equity holders of the
Group, comprising issued capital, reserves and retained earnings,
all as disclosed in the Statement of Financial Position.
Significant accounting policies
Details of the significant accounting policies and methods
adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are
recognised, in respect of each class of financial asset, financial
liability and equity instrument disclosed in Note 2 to the
financial statements.
Financial risk management
objectives
The Company is exposed to a variety of financial risks which
result from both its operating and investing activities. The
Group’s risk management is coordinated by the board of directors
and focuses on actively securing the Company’s short and
medium-term cash flows by raising liquid capital to meet current
liability obligations.
Market price risk
The Company’s exposure to market price risk mainly arises from
movements in the fair value of its investments held for trading.
The Group manages the investment price risk within its long-term
investment strategy to manage a diversified exposure to the market.
If the investments were to experience a rise or fall of 15% in
their fair value, this would result in the Group’s net asset value
and statement of comprehensive income increasing or decreasing by
€102,000 (2021: €97,000).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with
the Board of Directors, which monitors the Group’s short, medium
and long-term funding and liquidity management requirements on an
appropriate basis. The Group has minimal cash balances at the
reporting date (refer to Note 2 – Basis of preparation and going
concern). The Group continues to secure future funding and cash
resources from disposals as and when required in order to meet its
cash requirements. This is an on-going process and the directors
are confident with their cash flow models.
The following are the undiscounted contractual maturities of
financial liabilities:
|
Carrying
Amount |
Less
than 1 year |
Between
1 and 5 years |
Total |
|
€’000 |
€’000 |
€’000 |
€’000 |
As at 31 December
2022 |
|
|
|
|
Trade and other
payables |
465 |
465 |
- |
465 |
Provisions |
210 |
210 |
- |
210 |
Borrowings |
8,131 |
- |
8,131 |
8,131 |
Derivative financial
instruments |
468 |
- |
468 |
468 |
|
9,274 |
675 |
8,599 |
9,274 |
|
|
|
|
|
As at 31 December
2021 |
|
|
|
|
Trade and other
payables |
329 |
329 |
- |
329 |
Borrowings |
8,365 |
8,365 |
- |
8,365 |
Derivative financial
instruments |
1,113 |
1,113 |
- |
1,113 |
|
9,807 |
9,807 |
- |
9,807 |
Management believes that based on the information provided in
Note 2 – in the ‘Basis of preparation’ and ‘Going
concern’, that future cash flows from operations will be
adequate to support these financial liabilities.
Interest rate risk
The Group and Company manage the interest rate risk associated
with the Group cash assets by ensuring that interest rates are as
favourable as possible, whilst managing the access the Group
requires to the funds for working capital purposes.
The Group’s cash and cash equivalents
are subject to interest rate exposure due to changes in interest
rates. Short-term receivables and payables are not exposed to
interest rate risk. The borrowings are at fixed interest rates.
|
Group |
Company |
|
2022 |
2021 |
2022 |
2021 |
|
|
€’000 |
|
€’000 |
Fixed rate
instruments |
|
|
|
|
Financial assets |
5,021 |
4,845 |
222 |
605 |
Financial
liabilities |
8,528 |
8,718 |
8,503 |
8,743 |
|
|
|
|
|
Change in interest rates will affect the Group’s income
statement as follows:
|
Gain / (loss) |
Group |
2022 |
2021 |
|
€’000 |
€’000 |
|
|
|
Euribor +0.5% /
-0.5% |
+2 /
-2 |
+5 /
-5 |
|
|
|
The analysis was applied to cash and cash equivalents based on
the assumption that the amount of asset as at the reporting date
was available for the whole year.
Foreign currency risk management
The Group undertakes certain transactions denominated in
currencies other than Euro, hence exposures to exchange rate
fluctuations arise. Amounts due to fulfil contractual obligations
of £435,000 (2021: £208,000) are denominated in sterling. An
adverse movement in the exchange rate will impact the ultimate
amount payable, a 10% increase or decrease in the rate would result
in a profit or loss of £44,000 (2021: £21,000). The Group’s
functional and presentational currency is the Euro as it is the
currency of its main trading environment, and most of the Group’s
assets and liabilities are denominated in Euro. The parent company
is located in the sterling area.
Credit risk management
The Group’s financial instruments, which are subject to credit
risk, are considered to be trade and other receivables. There is a
risk that the amount to be received becomes impaired. The Group’s
maximum exposure to credit risk is €4,626,000 (2021: €4,905,000)
comprising receivables during the period. About 87% (2021: 91%) of
total receivables are due from a single company. The ageing profile
of trade receivables was:
|
2022 |
2021 |
|
Total
book value |
Allowance for impairment |
Total
book value |
Allowance
for impairment |
Group |
€’000 |
€’000 |
€’000 |
€’000 |
Current |
4,626 |
- |
4,905 |
- |
|
4,626 |
- |
4,905 |
- |
|
|
|
|
|
Company |
|
|
|
|
Current |
1,056 |
- |
665 |
- |
|
1,056 |
- |
665 |
- |
- Provisions
|
Group |
Company |
|
2022
€’000 |
2021
€’000 |
2022
€’000 |
2021
€’000 |
Provision for
potential payroll tax liability |
210 |
- |
210 |
- |
Provisions |
210 |
- |
210 |
- |
The above provision estimates a potential employment tax
liability deriving from consultancy payments to directors
between 2015 and 2022.
- Share capital and share premium
ISSUED AND FULLY PAID: |
Number of ordinary
shares |
Number of
deferred
shares |
Ordinary
share capital
€’000 |
Deferred
share
capital
€’000 |
Share
premium
€’000 |
Total
€’000 |
At 1 January 2021 |
662,371,447 |
199,409,377 |
1,930 |
5,467 |
47,124 |
54,521 |
Issue of shares |
282,680,404 |
- |
824 |
- |
2,318 |
3,142 |
At 31 December
2021 |
945,051,851 |
199,409,377 |
2,754 |
5,467 |
49,442 |
57,663 |
Issue of shares |
52,500,000 |
- |
157 |
- |
1,099 |
1,256 |
At 31 December
2022 |
997,551,851 |
199,409,377 |
2,911 |
5,467 |
50,541 |
58,919 |
All ordinary shares carry equal rights.
The deferred shares have restricted rights such that they have
no economic value.
- Share based payments
On 20 December 2022, Peter Fuhrman, a director, was granted options
to subscribe for 2,500,000 new ordinary shares in the Company at an
exercise price of 5 pence per share.
The options are exercisable for the period between 12 September 2022 and 15
December 2024. Peter Fuhrman
was also granted options to subscribe for 2,500,000 new ordinary
shares in the Company at an exercise price of 10 pence per share. The options are exercisable
for the period between 12 September
2022 and 15 December 2024.
On 20 December 2022, Mark Trafeli, a director, was granted options to
subscribe for 2,500,000 new ordinary shares in the Company at an
exercise price of 5 pence per share.
The options are exercisable for the period between 1 September 2022 and 15
December 2024.
On 20 December 2022, a consultant
was granted options to subscribe for 2,500,000 new ordinary shares
in the Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 20 December 2022 and
31 March 2023. Another consultant was
granted options to subscribe for 2,500,000 new ordinary shares in
the Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 20 December 2022 and
31 March 2023. A third consultant was
granted options to subscribe for 5,000,000 new ordinary shares in
the Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 20 December 2022 and
31 March 2023. The third consultant
was also granted options to subscribe for 5,000,000 new ordinary
shares in the Company at an exercise price of 10 pence per share. The options are exercisable
for the period between 1 January 2023
and 30 June 2023. A fourth consultant
was granted options to subscribe for 5,000,000 new ordinary shares
in the Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 20 December 2022 and
22 May 2025. The fourth consultant
was also granted options to subscribe for 5,000,000 new ordinary
shares in the Company at an exercise price of 10 pence per share. The options are exercisable
for the period between 23 May 2023
and 22 May 2025. On 20 December 2022, a fifth consultant was granted
options to subscribe for 5,000,000 new ordinary shares in the
Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 20 December 2022 and
31 October 2023.
The total share-based payment expense recognised in the income
statement for the year ended 31 December
2022 in respect of the share options granted was €1,854,000
(2021: €2,622,000).
The significant inputs to the model in respect of the options
granted during the year were as follows:
|
|
5p |
10p |
Share price |
|
1.175p - 3.100p |
1.175p - 3.050p |
Expected life |
|
2 months - 3
years |
6 months - 3
years |
Volatility |
|
130% - 136% |
130% - 136% |
Dividend yield |
|
0% |
0% |
Risk free interest rate |
|
0.76% – 3.58% |
0.76% - 3.58% |
Fair value |
|
0.0p – 2.1p |
0.0p – 1.7p |
The table below discloses the
movements in share options during the year.
Number of
options at
1 Jan 2022 |
Granted
in the year |
Exercised
in the year |
Lapsed
in the year |
Number of
options at
31 Dec 2022 |
Exercise
Price, pence |
Expiry
date |
105,000,000 |
- |
- |
- |
105,000,000 |
5.00 |
06.05.2026 |
105,000,000 |
- |
- |
- |
105,000,000 |
10.00 |
06.05.2026 |
10,000,000 |
- |
- |
10,000,000 |
- |
5.00 |
15.08.2022 |
5,000,000 |
- |
- |
- |
5,000,000 |
5.00 |
06.05.2025 |
5,000,000 |
- |
- |
- |
5,000,000 |
10.00 |
06.05.2025 |
2,500,000 |
- |
- |
- |
2,500,000 |
5.00 |
06.05.2024 |
5,000,000 |
- |
- |
- |
5,000,000 |
10.00 |
01.12.2026 |
- |
2,500,000 |
- |
- |
2,500,000 |
5.00 |
15.12.2024 |
- |
2,500,000 |
- |
- |
2,500,000 |
10.00 |
15.12.2024 |
- |
2,500,000 |
- |
- |
2,500,000 |
5.00 |
15.12.2024 |
- |
2,500,000 |
- |
- |
2,500,000 |
5.00 |
31.03.2023 |
- |
2,500,000 |
- |
- |
2,500,000 |
5.00 |
31.03.2023 |
- |
5,000,000 |
- |
- |
5,000,000 |
5.00 |
31.03.2023 |
- |
5,000,000 |
- |
- |
5,000,000 |
10.00 |
30.06.2023 |
- |
5,000,000 |
- |
- |
5,000,000 |
5.00 |
22.05.2025 |
- |
5,000,000 |
- |
- |
5,000,000 |
10.00 |
22.05.2025 |
- |
5,000,000 |
- |
- |
5,000,000 |
5.00 |
31.10.2023 |
237,500,000 |
37,500,000 |
- |
10,000,000 |
265,000,000 |
|
|
On 14 April 2021, Francesco Gardin, a director, was granted
options to subscribe for 100,000,000 new ordinary shares in the
Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 6 May 2022 and 6 May 2026. Francesco
Gardin was also granted options to subscribe for 100,000,000
new ordinary shares in the Company at an exercise price of
10 pence per share. The options are
exercisable for the period between 6 May
2023 and 6 May 2026.
On 2 June 2021, a consultant was
granted options to subscribe for 10,000,000 new ordinary shares in
the Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 15 May 2022 and 15 August 2022. During the year, these options
lapsed.
On 27 September 2021, an employee
was granted options to subscribe for 5,000,000 new ordinary shares
in the Company at an exercise price of 5
pence per share. The options are exercisable for the period
between 6 May 2022 and 6 May
2025. The same employee was also granted options to subscribe
for 5,000,000 new ordinary shares in the Company at an exercise
price of 10 pence per share. The
options are exercisable for the period between 6 May 2023 and 6 May
2025. Another employee was granted options to subscribe for
5,000,000 new ordinary shares in the Company at an exercise price
of 5 pence per share. The options are
exercisable for the period between 6 May
2022 and 6 May 2026. The second employee was also
granted options to subscribe for 5,000,000 new ordinary shares in
the Company at an exercise price of 10
pence per share. The options are exercisable for the period
between 6 May 2023 and 6 May 2026. A third employee was granted options
to subscribe for 2,500,000 new ordinary shares in the Company at an
exercise price of 5 pence per share.
The options are exercisable for the period between 6 May 2022 and 6 May
2024.
On 15 December 2021, Reginald Eccles, a director, was granted options
to subscribe for 5,000,000 new ordinary shares in the Company at an
exercise price of 10 pence per share.
The options are exercisable for the period between 1 December 2021 and 1
December 2026.
The total share-based payment expense recognised in the income
statement for the year ended 31 December
2021 in respect of the share options granted was €2,622,000
(2020: €Nil).
The significant inputs to the model in respect of the options
granted during the year were as follows:
|
|
5p |
10p |
Share price |
|
1.175p - 3.100p |
1.175p - 3.050p |
Expected life |
|
1 - 3 years |
3 years |
Volatility |
|
130% |
130% |
Dividend yield |
|
0% |
0% |
Risk free interest rate |
|
0.76% |
0.76% |
Fair value |
|
0.4p – 2.1p |
0.5p – 1.7p |
The table below discloses the
movements in share options during 2021.
Number of
options at
1 Jan 2021 |
Granted
in the year |
Exercised
in the year |
Lapsed
in the year |
Number of
options at
31 Dec 2021 |
Exercise
Price, pence |
Expiry
date |
- |
105,000,000 |
- |
- |
105,000,000 |
5.00 |
06.05.2026 |
- |
105,000,000 |
- |
- |
105,000,000 |
10.00 |
06.05.2026 |
- |
10,000,000 |
- |
- |
10,000,000 |
5.00 |
15.08.2022 |
- |
5,000,000 |
- |
- |
5,000,000 |
5.00 |
06.05.2025 |
- |
5,000,000 |
- |
- |
5,000,000 |
10.00 |
06.05.2025 |
- |
2,500,000 |
- |
- |
2,500,000 |
5.00 |
06.05.2024 |
- |
5,000,000 |
- |
- |
5,000,000 |
10.00 |
01.12.2026 |
- |
237,500,000 |
- |
- |
237,500,000 |
|
|
- Other reserves
The Group considers its capital to comprise ordinary share
capital, share premium, retained losses and its convertible bonds.
In managing its capital, the Group’s primary objective is to
maintain a sufficient funding base to enable the Group to meet its
working capital and strategic investment needs. In making decisions
to adjust its capital structure to achieve these aims, through new
share issues, the Group considers not only their short-term
position but also their long-term operational and strategic
objectives.
Group |
Merger
reserve
€’000 |
Loan
note equity reserve
€’000 |
Share
option reserve
€’000 |
Capital redemption reserve
€’000 |
Total
other reserves
€’000 |
At 1
January 2021 |
8,325 |
462 |
- |
- |
8,787 |
Grant of
share options |
- |
- |
2,622 |
- |
2,622 |
At 31
December 2021 |
8,325 |
462 |
2,622 |
- |
11,409 |
Grant of
share options |
- |
- |
1,854 |
- |
1,854 |
Modification of bond |
- |
- |
- |
549 |
549 |
At 31
December 2022 |
8,325 |
462 |
4,476 |
549 |
13,812 |
Company |
Loan
note equity reserve
€’000 |
Share
option reserve
€’000 |
Capital redemption reserve
€’000 |
Total
other reserves
€’000 |
At 1
January 2021 |
462 |
- |
- |
462 |
Grant of
share options |
- |
2,622 |
- |
2,622 |
At 31
December 2021 |
462 |
2,622 |
- |
3,084 |
Grant of
share options |
- |
1,854 |
- |
1,854 |
Modification of bond |
- |
- |
549 |
549 |
At 31
December 2022 |
462 |
4,476 |
549 |
5,487 |
- Warrants
On 22 February 2021, the Company
raised £1,000,000 (before expenses) through the placing of
100,000,000 Ordinary Shares at a price of 1
pence per share to an individual investor, Mr John Story. Mr Story was also granted
100,000,000 warrants over 100,000,000 new Ordinary Shares
exercisable at a price of 2 pence per
Ordinary Shares until 26/02/2023.
In October 2021, QBT issued
17,500,000 new Ordinary Shares at a price of 2 pence per share, following the exercise of
17,500,000 warrants of the 100,000,000 warrants granted to Mr
John Story, raising £350,000 (before
expenses).
In December 2021, the Company
issued 30,000,000 new Ordinary Shares at a price of 2 pence per share, following the exercise of
30,000,000 warrants of the 100,000,000 warrants granted to Mr
John Story, raising £600,000 (before
expenses).
In January 2022, QBT issued
35,000,000 new Ordinary Shares at a price of 2 pence per share, following the exercise of
35,000,000 warrants of the 100,000,000 warrants granted to Mr
John Story, raising £700,000 (before
expenses).
In March 2022, the Company issued
17,500,000 new Ordinary Shares at a price of 2 pence per share, following the exercise of
17,500,000 warrants of the 100,000,000 warrants granted to Mr
John Story, raising £350,000 (before
expenses).
At the year-end date, there were no outstanding warrants held by
Mr Story.
- Ultimate controlling party
The Group considers that there is no ultimate controlling
party.
- Related party transactions
Transactions between the company and its subsidiaries, which are
related parties have been eliminated on consolidation, but are
disclosed where they relate to the parent company. These
transactions along with transactions between the company and its
investment holdings are disclosed in the table below, with all
amounts being presented in Euros and being owed to the Group:
|
2022 |
2021 |
2022 |
2021 |
Related
party |
Group |
Group |
Company |
Company |
|
|
|
|
|
Clear
Leisure 2017 Limited |
- |
- |
255,575 |
132,067 |
QBT
R&D Srl |
- |
- |
448,655 |
311,389 |
PBV
Monitor Srl |
- |
22,609 |
- |
22,609 |
Geosim
Systems Limited |
49,605 |
55,156 |
49,605 |
55,156 |
ForCrowd
Srl |
25,000 |
- |
22,500 |
- |
|
74,605 |
77,765 |
776,335 |
521,221 |
During the year, Quantum Blockchain
Technologies Limited made sales totalling €10,000 (2021: €4,000) to
QBT R&D Srl.
During the year, QBT R&D Srl made sales totalling €109,000
(2021: €28,000) to Quantum Blockchain Technologies Plc.
During the year, Metals Analysis Limited, a company in which R
Eccles was a Director, charged Quantum Blockchain Technologies Plc
€32,000 (2021: €66,000) for consultancy fees. The amount owed to
Metals Analysis Limited at year end is €21,000 (2021: €3,000).
During the year, Infusion 2009 Limited, a company in which F
Gardin is a Director, charged Quantum Blockchain Technologies Plc
€200,000 (2021: €nil) for consultancy fees as Chief Research
Officer. The amount owed to Infusion 2009 Limited at year end is
€34,000 (2021: €nil).
Remuneration of key management
personnel
The remuneration of the directors, who are the key personnel of
the group, is included in the Directors Report and within note 6.
Under “IAS 24: Related party disclosures”, all their remuneration
is in relation to short-term employee benefits.
- Events after the reporting date
During the first months of 2023, the Company has been involved
in the following:
On 15 March the Company reported that, with regard to the Sipiem
legal claim, the Venice Court of
Appeals ruled in favour of CL17 thereby allowing it to seek
enforcement of an aggregate amount of €6,188,974 (plus interest and
adjustments for inflation) in damages, plus €85,499 in legal
expenses the “Award Payment” against the main Sipiem defendant, who
is an individual and is liable for the full amount of the Award
Payment. The Court of Appeal did, however, grant the remaining
Sipiem defendants’ request to temporarily enjoin enforcement of the
judgment against the members of the internal audit committee and
the main defendant’s family member pending outcome of the appeal
presently before that court.
On 26 May, the Company announced the appointment of Mr Vladimir
(Vlad) Kusznirczuk as Marketing and Business Development Manager,
to address business opportunities with large US and Canadian
Bitcoin miners and mining rigs manufacturers. Mr Kusznirczuk’s main
focus is on developing strategic partnerships and joint ventures
with large Bitcoin mining businesses in the US and Canada and with Bitcoin mining rig
manufacturers in the US and China.
As announced the Company issued him 2,000,000 Options as
follows:
- 1,000,000 Options exercisable at 5
pence between 1 November 2023
and 25 May 2025; and
- 1,000,000 Options exercisable at 10
pence between 1 November 2023
and 25 May 2025.
On 31 May, the Company announced it issued additional 5,000,000
Options to existing members of the R&D team, with an exercise
price of 10 pence and exercisable at
any time before 25 May 2025.
Additionally, the Company amended the maturity of 12,500,000
Options exercisable at 5p and 5,000,000 Options exercisable at 10p
(most of which had already expired) to 25
May 2025.
On 1 June, the Company raised £1,000,000 (before expenses)
through the placing of 71,428,571 new ordinary shares of
0.25 pence each in the Company at a
price of 1.4 pence per Placing
Share.
-ends-