TIDMPATH

RNS Number : 9119C

Path Investments plc

24 June 2021

24 June 2021

Path Investments plc

("Path" or "the Company")

Final Results for the Year Ended 31 December 2020

Path Investments plc (TIDM: PATH), the natural resources investment company, announces its audited results for the year ended 31 December 2020.

Highlights

 
 --   Global COVID-19 pandemic created uncertain markets during 
       the period 
 --   Lapsing of FineGems Extraction Corporation ("FGE") acquisition 
       agreement 
 --   Signed Asset Purchase Agreement for the acquisition of DT 
       Ultravert - since terminated. 
 --   Strict cost control maintained over the year 
 --   Purchase and cancellation of Deferred share class 
 --   Post year-end successful share issuance raising GBP3.85 million. 
 
 
 
 

CHAIRMAN'S STATEMENT

Review

The global pandemic has affected all walks of life, and the markets in semi-precious gemstone and manganese markets have not been insulated from this. It seemed sensible therefore to allow our agreement with FGE to lapse in early 2020 and to concentrate our efforts on assets that are initially less capital intensive and at the same time potentially highly impactful.

Whilst the proposed purchase of DT Ultravert appeared to meet those requirements, concerns raised during the transaction led the Board to question the merits of continuing. In February 2021 they concluded that it posed an unnecessary risk to the Company and its shareholders and accordingly the Board terminated the transaction.

The Directors continued to manage the Company's modest cash reserves judiciously, waiving all accrued unpaid salaries at year end. As part of the drive to simplify the capital structure of the Company on 30 September 2020 the Company purchased all of its deferred shares for nil consideration and cancelled them. No deferred shares remain in issue.

In March 2021 the Company was delighted to receive the welcome support of new shareholders and certain existing holders in a fund raising with gross proceeds of GBP3.85 million received to accelerate the Company's investment strategy. We are currently focussed on one opportunity in particular and anticipate updating shareholders in due course.

Nigel Brent Fitzpatrick

Non-Executive Chairman

CHIEF EXECUTIVE OFFICER'S REPORT

OPERATIONAL REVIEW

The Company was incorporated and registered in England and Wales on 2 June 2000 under the Companies Act 1985 as a public company limited by shares with the name Hallco 459 Plc and with registered number 04006413. On 28 November 2000, the Company changed its name to The Niche Group Plc. On 20 February 2016, the Company changed its name to Path Investments Plc. It is domiciled and its principal place of business is in the United Kingdom and is subject to the City Code.

The strategy of the Company is focused on delivering acquisitions in energy and natural resources production or near production assets with the objective of providing the Company's shareholders with access to a low risk and, over time, diversified portfolio which can offer a dividend stream as well as offering development potential for capital growth. The Directors are looking to create a diversified portfolio of assets that is mindful of the maturity of asset developments, life of income stream and the potential for growth, and a number of opportunities have been evaluated and developed. The Company is open to ideas but intends that the Reverse Takeover will be of a business that can act as the cornerstone for building a substantial group within the sector.

The Company was admitted to the Official List by way of a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities on 30 March 2017.

The Company has not traded over the past twelve months. Over that period its expenses have related to pre-deal costs, professional and associated expenses related to advisory and consultancy fees, along with general administration expenses.

The Directors believe that attractive opportunities currently exist to acquire interests in producing energy and resource assets which are profitable and have future development potential. In addition to the decreased costs at which interests in assets can be acquired in the current climate, new entrant advantages include ongoing reductions in project costs along with, in many cases, the benefits of significant historically incurred costs, existing infrastructure and technical understanding. Revenue generation from some of these assets can be either immediate or imminent.

The Company focuses on identifying acquisition opportunities which are, in the opinion of the Directors, underperforming, undeveloped and/or currently undervalued, and where the Directors believe that their expertise and experience, in conjunction with that of the incumbent management, can be deployed to facilitate growth and unlock inherent value.

Within the review period and with the background of the global Covid-19 pandemic, the Directors concluded that the outlook for the previously announced FGE transaction had materially worsened. Accordingly, on 27 May 2020 the Company announced the expiry of the Share Purchase Agreement with FGE.

On 27 May 2020 the Company announced the conditional acquisition of a patented proprietary technology, DT Ultravert, for use initially within the oil and gas sectors from Zoetic International Plc. Whilst the proposed purchase of DT Ultravert appeared to meet those requirements, concerns raised during the transaction led the Board to question the merits of continuing. Post the reporting period, in February 2021 the Board concluded that it posed an unnecessary risk to the Company and its shareholders and accordingly the Board terminated the transaction.

As part of the drive to simplify the capital structure of the Company, on 30 September 2020 the Company purchased all of its deferred shares for nil consideration and cancelled them. No deferred shares remain in issue.

Further, in March 2021 the Company were delighted to receive the welcome support of new shareholders and certain existing holders in a fund raising with gross proceeds of GBP3.85 million to accelerate the Company's investment strategy.

FINANCIAL REVIEW

Loss for the year

In the year ended 31 December 2020, the Company recorded a loss of GBP377,103 (2019 loss: GBP317,647).

Cash flow

During the year, the Company issued convertible loan notes amounting to GBP55,000 pursuant to an instrument to issue GBP200,000 nominal convertible unsecured loan stock in 2020 of which a total of GBP162,100 has been issued (see note 11).

Christopher Theis

Chief Executive Officer

Enquiries:

 
 Path Investments plc                         C/O IFC 
 Christopher Theis 
  Jack Allardyce 
 
 IFC Advisory (Financial PR & IR)             020 3934 6630 
 Tim Metcalfe 
  Zach Cohen 
 
 Grant Thornton UK LLP (Financial Adviser) 
  Samantha Harrison 
  Harrison Clarke 
  Lukas Girzadas                              020 7383 5100 
 
 ETX Capital (Broker)                         020 7392 1400 
 Elliot Hance 
 

INDEPENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF PATH INVESTMENTS PLC

FOR THE YEARED 31 DECEMBER 2020

Opinion

We have audited the financial statements of Path Investments Plc (the 'Company') for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006.

In our opinion, the financial statements:

-- give a true and fair view of the state of the Company's affairs as at 31 December 2020 and of its loss for the year then ended;

-- have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; and

   --      have been prepared in accordance with the requirements of the Companies Act 2006. 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included a consideration of the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the period from the date of signing the financial statements to July 2022, having regard to amounts raised subsequent to the year-end date.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

We have determined the materiality for the financial statements as a whole to be GBP23,900 (2019: GBP14,400), calculated as 1% of expenses incurred.

We consider this benchmark to be the most significant determinant of the Company's financial performance used by shareholders. Until the Company finds a suitable investment, it will be non-revenue generating, hence we have based our assessment of materiality on total expenses to reflect activity carried out during the period.

We set performance materiality at GBP16,730 (2019: GBP10,080), being 70% of materiality for the financial statements as a whole.

We agreed with the Board that we would report to them all individual audit differences identified during the course of our audit in excess of GBP1,195, in addition to other audit misstatements below threshold that we believe warrant the reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. There were no areas within the financial statements which involved significant accounting estimates or judgements by the directors. We note that the Company has issued new share options during the year. Valuing the price of the share option is inherently subjective and requires judgement by management. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. The Company's finance function is located in the United Kingdom. Our audit was conducted from our London office, with regular contact from the key individuals responsible for the accounting function.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 
 Key Audit Matter                           How our scope addressed this matter 
 Going concern 
                                           ------------------------------------------------------------------ 
 Based on our planning procedures                Our work included: 
  we have determined there is uncertainty          *    Obtained and critically analysed management's 
  surrounding going concern for the                     assessment, which included cash flow forecasts, 
  Company.                                              management accounts, and budgets from management for 
                                                        a period of at least 12 months from the date of 
                                                        signing the financial statements and challenged 
                                                        management in relation to assumptions within the 
                                                        forecasts; 
 
 
                                                   *    Performed sensitivity analysis on the cash flow 
                                                        forecast; 
 
 
                                                   *    Considered the current available financial headroom 
                                                        with reference to the current cash balances; 
 
 
                                                   *    Reviewed meeting minutes for any references to 
                                                        financial difficulties; 
 
 
                                                   *    Reviewed RNS releases and discussed subsequent events 
                                                        and future plans with management; 
 
 
 
                                                  Key Observation 
                                                  There were no identified material 
                                                  uncertainties relating to events 
                                                  or conditions that, individually 
                                                  or collectively, may cast significant 
                                                  doubt on the Company's ability 
                                                  to continue as a going concern 
                                                  for a period of at least twelve 
                                                  months from when the financial 
                                                  statements are authorised for issue. 
                                           ------------------------------------------------------------------ 
 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

-- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-- the financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

   --      certain disclosures of directors' remuneration specified by law are not made; or 
   --      we have not received all the information and explanations we require for our audit. 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-- We obtained an understanding of the Company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and application of cumulative audit knowledge.

-- We determined the principal laws and regulations relevant to the Company in this regard to be those arising from Companies Act 2006, LSE rules, GDPR, Employment Law, Health and Safety Law, Anti-Bribery and Money Laundering Regulations and QCA compliance.

-- We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Company with those laws and regulations. These procedures included, but were not limited to:

o Enquires of management

o Review of Board minutes

o Review of legal expenses

o Review of RNS announcements

-- As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by the Directors on 5 August 2020 to audit the financial statements for the year ending 31 December 2020 and subsequent financial periods. Our total uninterrupted period of engagement is 3 years, covering the periods ending 31 December 2018 to 31 December 2020.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit.

During the year, we were engaged to provide services to the Company in the capacity of Reporting Accountant for the proposed purchase of DT Ultravert. This is a permissible non-audit service under the FRC's Ethical Standard.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Thompson (Senior Statutory Auditor)

For and on behalf of PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London E14 4HD

24 June 2021

STATEMENT OF COMPREHENSIVE INCOME

For the Year Ended 31 December 2020

 
 
                                                               Year            Year 
                                                              ended           ended 
                                                        31 December     31 December 
                                               Note            2020            2019 
 
 
                                                                GBP             GBP 
 
 
 Administrative expenses                          3       (266,693)       (612,357) 
 
 Operating loss                                   4       (266,693)       (612,357) 
 
 
 
 Finance income                                   7               -              68 
 Finance cost                                     7       (110,410)       (105,178) 
 Profit on sale of investments                                    -         400,000 
 
 Loss on ordinary activities before 
  taxation                                                (377,103)       (317,647) 
 
 Income tax                                       8               -               - 
 
  Loss for the year and total comprehensive 
   loss attributable to the equity 
   holders                                                (377,103)       (317,647) 
                                                     ==============  ============== 
 
 
 Earnings per share 
 - Basic & diluted attributable 
  to the equity holders                           9          (0.19)          (0.16) 
 
 
 
 

All operating income and operating gains and losses relate to continuing activities.

There was no other comprehensive income for the year (2019:GBPNil)

The notes form an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

For the Year Ended 31 December 2020

 
                                Share Capital          Share Premium                Capital               Retained         Total 
                                                                                 Redemption               Earnings 
                                                                                    Reserve 
                                          GBP                    GBP                    GBP                    GBP           GBP 
 As at 1 January 
  2019                              8,979,767             25,413,617                      -           (35,980,923)   (1,587,539) 
 Comprehensive 
  income 
  Loss for the period                       -                      -                      -              (317,647)     (317,647) 
 
 Total Comprehensive 
  loss                                      -                      -                      -              (317,647)     (317,647) 
 
 Total contributions                        -                      -                      -                      -             - 
  by and distributions 
  to owners of the 
  Company 
 
 As at 31 December 
  2019                              8,979,767             25,413,617                      -           (36,298,570)   (1,905,186) 
 
 
 As at 31 December 
  2019                              8,979,767             25,413,617                      -           (36,298,570)   (1,905,186) 
 
 Comprehensive 
  income 
  Loss for the period                       -                      -                      -              (377,103)     (377,103) 
 Share based payments                       -                      -                      -                 87,501        87,501 
 
 
 Total Comprehensive 
  loss                                      -                      -                      -              (289,602)     (289,602) 
 
 
 Total contributions 
  by and distributions 
  to owners of the 
  Company 
 Issue of share 
  capital                               6,667          43,333                             -                      -        50,000 
 Cancellation of 
  deferred shares                 (8,783,824)            -                        8,783,824                      -             - 
 
 As at 31 December 
  2020                                202,610             25,456,950              8,783,824           (36,588,172)   (2,144,788) 
 
 
 
 

The Share Capital represents the nominal value of the equity shares.

The Share Premium represents the amount subscribed for share capital, in excess of the nominal amount, less costs directly relating to the issue of shares.

The Capital Redemption reserve represents the value of cancelled deferred shares.

The Retained Earnings reserve represents the cumulative net gains and losses less distributions made. Retained Earnings also includes the share based payment reserve which represents the cumulative fair value of options and warrants granted.

The notes form an integral part of the financial statements.

STATEMENT OF FINANCIAL POSITION

For the Year Ended 31 December 2020

 
                                              As at          As at 
                                        31 December    31 December 
                                               2020           2019 
 
 
                                                GBP            GBP 
                                Note 
 ASSETS 
 Current assets 
 Trade and other receivables      10              -         10,056 
 Cash and cash equivalents        14            468            162 
 
                                                468         10,218 
 LIABILITIES 
 Current liabilities 
 Trade and other payables         11    (2,145,256)    (1,915,404) 
 
 Net Current Liabilities                (2,145,256)    (1,915,404) 
 
 
 
 NET LIABILITIES                        (2,144,788)    (1,905,186) 
 
 
   SHAREHOLDERS' EQUITY 
 Called up share capital          12        202,610        195,943 
 Deferred share capital                           -      8,783,824 
 Capital redemption reserve       12      8,783,824              - 
 Share premium account                   25,456,950     25,413,617 
 Retained earnings                     (36,588,172)   (36,298,570) 
 
 
 TOTAL EQUITY                           (2,144,788)    (1,905,186) 
 
 
 

The notes form an integral part of the financial statements.

STATEMENT OF CASH FLOWS

For the Year Ended 31 December 2020

 
                                           Notes     Year ended     Year ended 
                                                    31 December    31 December 
                                                           2020           2019 
 
                                                            GBP            GBP 
 
 Cash flows from operating activities 
 Cash expended from operations                13      (154,284)      (400,201) 
 
 Net cash outflow from operating 
  activities                                          (154,284)      (400,201) 
 
 
 Cash flows from investing activities 
 Proceeds from sale of investment                             -        400,000 
 Interest received                                            -             68 
 Finance costs                                            (410)          (178) 
 
 Net cash generated from/(used in) 
  investing activities                                    (410)        399,890 
 
 Cash flows from financing activities 
 Issue of share capital                                  50,000              - 
 Loan advance                                            50,000              - 
 Issue of convertible loans                              55,000              - 
 
 Net cash generated from/(used in)                      155,000              - 
  investing activities 
 
 
 
 Net increase/(decrease) in cash 
  and cash equivalents                                      306          (311) 
 Cash and cash equivalents at beginning 
  of year                                                   162            473 
 
 Cash and cash equivalents at end 
  of year                                     14            468            162 
 
 
 
 
 

The notes form an integral part of the financial statements

The financial statements were approved by the board of directors and authorised for issue on 24 June 2021 and signed on its behalf by:

Christopher Theis

Chief Executive Officer

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 31 December 2020

   1.         ACCOUNTING POLICIES 
   1.1       Basis of preparation 

Path Investments Plc is a public limited company incorporated and domiciled in the England and Wales, registered under company number 04006413. The address of the registered office is 15 Victoria Mews, Cottingley Business Park, Bingley, BD16 1PY, England. The principal activity of the Company is the investment in both mining and oil and gas development and production companies.

The financial statements have been prepared and approved by the Directors in accordance with International Accounting Standards ('IASs') in conformity with the requirements of the Companies Act 2006.

The financial statements are presented in UK pounds Sterling which is the Company's functional and presentational currency and all values are rounded to the nearest pound except where indicated otherwise.

The financial statements have been prepared under the historical cost convention or fair value where appropriate. The significant accounting policies adopted are described below.

The preparation of the Financial statements in conformity with IFRS requires the use of certain critical accounting estimates, It also requires the board to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 1.8.

   1.2       Going concern 

The financial statements have been prepared on the assumption that the Company will continue as a going concern. Under this assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements.

The Directors consider the use of the going concern assumption to be appropriate. At the latest reported date of 31 December 2020, the Company had cash and cash equivalents totalling GBP468 and net current liabilities of GBP2,144,788, which included GBP1,674,233 of directors' accrued salaries, which have been waived in full at the year end.

On 18 March 2021, the Company successfully raised GBP3.85 million (before expenses) through a placing of new ordinary shares and admitted the new shares to trading on the Standard List of the Main Market of the London Stock Exchange. On the same date the GBP108,767 of convertible loan notes were settled in full by issue of shares. The Directors believe that the Company has sufficient funding to allow it to cover its working capital requirements for a period of at least twelve months from the date of approval of the financial statements. It is for this reason they continue to adopt the going concern basis of accounting in preparing the financial statements.

   1.3       Financial instruments 

Classification and measurement

The Company classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through the income statement (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 15. 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.

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 other comprehensive income (FVOCI)

The classification applies to the following financial assets:

- Equity investments where the Company has irrevocably elected to present fair value gains and losses on revaluation of such equity investments, including any foreign exchange component, are recognised in other comprehensive income. When equity investment is derecognised, there is no reclassification of fair value gains or losses previously recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right to receive payment is established.

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. The Company has a significant proportion of trade receivables with embedded derivatives for professional pricing. 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.

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.

Impairment of financial assets

A forward looking expected credit loss (ECL) review is required for: debt instruments measured at amortised costs. Other financial assets 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 IFRS 9, 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.

   1.4       Cash and cash equivalents 

Cash and cash equivalents comprise cash in hand and at bank and other short-term deposits. They are stated at carrying value which is deemed to be fair value.

   1.5       New Standards and Interpretations 

The IASB and IFRIC have issued the following standards and interpretations which are in issue but not in force at 31 December 2020:

 
                                                            Effect annual 
                                                        periods beginning 
                                                          before or after 
 January   Amendments to IAS 1: Presentation of          1 January 2022 
   2020     Financial Statements: Classification 
            of Liabilities as Current or Non-current 
          ------------------------------------------  ------------------- 
 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements other than in terms of presentation.

   1.6       Share-based payments 

The Company operates a number of equity-settled share-based compensation plans, under which the entity receives services from employees or suppliers as consideration for equity instruments (options) of the Company. The fair value of the employee or supplier services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

   --      including any market performance conditions; 

-- excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

-- excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

   1.7       Taxation 

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Company's assets and liabilities and their tax base.

Deferred tax liabilities are offset against deferred tax assets. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised.

Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Current and deferred tax are recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

   1.8       Sources of estimation uncertainty 

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reporting amount of income and expenses during the period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

Share based payments

The share-based payment charge is calculated using the Black-Scholes model which requires the estimation of share price volatility, expected life and the bid price discount.

   2.         SEGMENTAL REPORTING 
   a.        Primary segment - business 

The Company has only one business segment, which is investing in natural resources, primarily either by way of equity or convertible loans.

   b.        Secondary segment - geographical 

The Company's loss for the period was derived wholly from activities undertaken in the United Kingdom. The Company's net assets are located entirely in the United Kingdom.

   3.         EXPENSES BY NATURE 
 
                               2020               2019 
                                GBP                GBP 
 Staff costs                454,205            334,274 
 Other expenses           (187,512)            278,263 
                            266,693            612,537 
 
 
   4.         OPERATING LOSS 

The operating loss is stated after charging:

 
                                             2020     2019 
                                              GBP      GBP 
 Auditors remuneration - audit services    15,000   15,000 
 
 Non- Audit Services 
 Reporting accountants services            15,000   15,000 
 
 Total fees                                30,000   30,000 
 
 
   5.         EMPLOYEES 

Number of employees

The average monthly number of employees (including Directors) during the period was:

 
                                               2020                            2019 
                                             Number           Number 
 Administration                                   3                               3 
 
 
                                               2020                            2019 
                                                GBP                             GBP 
 Employment costs 
 Wages and salaries (including 
  benefits in kind)                         454,205                         313,537 
  Social security costs                           -                          20,670 
  Pension costs                                   -                              67 
 
                                            454,205                         334,274 
 
 

Included in employment costs above are Directors' accrued salaries, together with employer's national insurance contributions, amounting to GBP454,205, (2019 :GBP292,537).

   6.         DIRECTORS' REMUNerATION 
 
 
                                   2020            2019 
                                    GBP             GBP 
  Aggregate emoluments          454,205         319,916 
  Pension costs                       -              67 
 
                                454,205         319,983 
 
 

Remuneration for the highest paid director was GBP1,320,288 (2019: GBP225,000), which was waived in it's entirety during the year. The figure at 31 December 2020 includes remuneration accrued but not paid of GBP454,205 (2019: GBP313,213).

During the period, retirement benefits are accruing to one Director (2019: retirement benefits are accruing to one Director).

   7.         FINANCE income and costs 
 
 
                                         2020        2019 
                                          GBP         GBP 
  Finance Income 
  Bank interest                             -          68 
 
                                            -          68 
 
    Finance costs 
  Bank charges                          (410)       (178) 
  Convertible loan note interest    (110,000)   (105,000) 
 
  Net finance cost                  (110,410)   (105,110) 
 
 
 
   8.         TAXATION 

No corporation tax charge arises in respect of the period due to the trading losses incurred. The Company has surplus management expenses available to carry forward and use against trading profits arising in future periods of approximately GBP6,180,000 (2019: GBP6,180,000). In addition, the Company has non-trading loan relationship debits to carry forward to offset against future non-trading loan relationship credits of approximately GBP18,917,000 (2019: GBP18,917,000).

 
 
                                             2020        2019 
                                              GBP         GBP 
  Current tax                                   -           - 
 
 
  Loss on ordinary activities before 
   taxation                             (377,103)   (317,647) 
 
 
 
  Loss on ordinary activities before 
   taxation multiplied by average effective 
   rate of corporation tax of 19% (2019: 
   19%)                                        (71,650)   (60,353) 
  Effects of: 
  Non-deductible expenses                           760     18,616 
  Short term timing differences                       -     28,458 
  Other adjustments - non taxable gains               -   (76,000) 
  Tax losses upon which no deemed tax 
   asset is recognised                           70,890     89,279 
 
  Current tax                                         -          - 
 
 
 

A deferred tax asset of approximately GBP1,634,000 (2019: GBP1,562,000) in respect of losses has not been recognised due to the uncertainty regarding the availability of future profits against which the losses of the Company could be offset.

The UK corporation tax at the standard rate for the year is 19.0% (2019: 19.0%).

The main UK corporation tax rate for the current and prior year has remained at 19%. No changes in the UK rate of tax were substantially enacted by the period end.

   9.             EARNINGS PER SHARE 

The calculation of the basic and diluted earnings per share is based on the loss on ordinary activities after taxation of GBP377,103 (2019: GBP317,647) and on the weighted average number of ordinary shares of 195,977,136 (2019: 195,943,802) in issue. The basic and diluted earnings per share is 0.19p (2019: 0.16p loss per share). There was no dilutive effect from the share options or warrants.

In order to calculate the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares according to IAS 33. Dilutive potential ordinary shares include convertible loan notes and share options granted to Directors and consultants where the exercise price (adjusted according to IAS 33) is less than the average market price of the Company's ordinary shares during the period.

   10.          Trade and other receivables 
 
                    2020     2019 
                     GBP      GBP 
 
   Prepayments         -   10,056 
 
                       -   10,056 
 
 
   11.          TRade and other payables 
 
                                                  2020        2019 
                                                   GBP         GBP 
 
  Trade payables                               365,659     323,416 
   Other payables (including convertible 
    loan notes)                                457,830     291,198 
  Accruals and deferred 
   income                                    1,271,767   1,300,790 
  Bank loan                                     50,000           - 
 
                                             2,145,256   1,915,404 
 
 

Bank Loan

The loan was repaid in full in May 2021 under the terms and conditions of the agreement.

Convertible Unsecured Loan Stock

On 3 April 2018 the Company constituted an instrument to issue GBP150,000 nominal convertible unsecured loan stock. The instrument was subsequently increased to a GBP200,000 nominal amount on 23 November 2020.

On admission of the Company to AIM or other recognised investment exchange, the Convertible Loan Stock, at the option of the loan note holder, is either convertible into shares at the price at which the Placing associated with the listing occurs or will be repayable out of the Placing proceeds together with 200% interest to compensate for the risk associated with the loan.

As at the Last Practicable Date the Directors hold the following Convertible Loan Stock. All Convertible Loan Stock held directly by the directors will be converted on Admission into Conversion Shares:

 
 Director                Amount 
                            GBP 
 C Theis*                51,000 
 Jack Allardyce           5,000 
 Brent Fitzpatrick**     46,100 
 
 Total                  102,100 
 
 

(*) The amount was provided by Networkguru Limited, a company owned and controlled by Chris Theis' son.

** GBP5,000 of which was provided by Ocean Park Developments, GBP8,000 by Pondermatters Limited (both companies ultimately owned by Brent Fitzpatrick) and GBP5,000 by Alexander Fitzpatrick (Brent Fitzpatrick's son).

During the year, the Company issued convertible loan notes amounting to GBP55,000 pursuant to an instrument to issue GBP200,000 nominal convertible unsecured loan stock in 2020 of which a total of GBP162,100 has been issued.

On 18 March 2021 a total of GBP53,333 (nominal) of Convertible Loan Stock was repaid in cash and GBP108,767 (nominal) of Convertible Loan Stock was converted into ordinary shares of the Company.

12. SHARE Capital

 
 Allotted, called up and 
  fully paid 
                                Ordinary Shares                   Deferred shares 
                                  of 0.1p each                      of 39.9p each 
                                No           GBP              no                   GBP 
 
 
 At 1 January 2019          195,943,802     195,943            22,014,596            8,783,824 
 At 31 December 2019        195,943,802     195,943            22,014,596            8,783,824 
 
 At 1 January 2020          195,943,802     195,943            22,014,596            8,783,824 
 Issue of shares              6,666,667       6,667 
 Cancellation of shares                                      (22,014,596)          (8,783,824) 
 At 31 December 2020        202,610,469     202,610                     -                    - 
 

The ordinary shares shall confer upon the holders the right to receive dividends and other distributions and participate in the income or profits of the Company.

The deferred shares shall confer upon the holders the following rights and shall be subject to the following restrictions, notwithstanding any other provisions in these Articles:

Return of Capital

On return of assets on a winding up of the Company after the holders of Ordinary shares have received the aggregate amount paid up thereon plus GBP10,000,000 for each such share held by them, there shall be a distribution to the holders of deferred shares an amount equal to the nominal value of shares held and thereafter any surplus held will be distributed to holders of ordinary shares.

Dividend s

Holders of deferred shares have no rights to dividends or other distributions or to participate in the income and profits of the Company, except that deferred shareholders have a right to receive any dividends declared, made or paid out of the proceeds of the sale of Legacy Assets.

Transfers

The Company may acquire all or any of the deferred shares in issue at any time for no consideration.

On 30 September 2020 and in accordance with Article 3.4(iii) of the Company's Articles of Association, the Company acquired and cancelled the Deferred Shares of GBP0.039 nominal value per Deferred Share for no consideration. After which no Deferred Shares will remain in issue and has been reflected in the creation of a capital redemption reserve account.

13. Reconciliation of operating loss to net cash outflow from Operating activities

 
 
                                                     2020        2019 
                                                      GBP         GBP 
  Operating loss                                (266,693)   (317,647) 
  Decrease/(increase) in debtors                   10,056     (7,836) 
  Increase in creditors within one year           124,852     314,282 
  Share based payments                             87,501           - 
  Profit from sale of investments                       -   (400,000) 
  Convertible loan note interest                (110,000)      11,000 
 
  Net cash outflow from operating activities    (154,284)   (400,201) 
 
 
 

14. CASH & CASH EQUIVALENTS

 
                                                               2020       2019 
                                                                GBP        GBP 
 
   Cash at bank and in hand                                     468        162 
 
 
 

15. financial instruments

The Company's financial instruments comprise cash and cash equivalents and various other items, such as available for sale investments and trade receivables and payables, which arise directly from its operations. It is, and has been throughout the period under review, the Company's policy to ensure that there is no trading in financial instruments. The main purpose of these financial instruments is to finance the Company's operations.

Categories of Financial Instruments

 
                                                 2020          2019 
   Financial Assets at amortised cost 
   Cash and cash equivalents                      468           162 
 
                                                  468           162 
 
   Financial Liabilities at amortised 
    cost 
   Trade and other payables                 1,687,426     1,624,206 
   Convertible loan notes                     457,830       291,198 
 
                                            2,145,256     1,915,404 
 
 
   Net Financial Liabilities              (2,144,788)   (1,915,242) 
 
 

Financial Assets and Liabilities

Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial Risk Factors

The Company's activities expose it to liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

Liquidity Risk

The Company has to date financed its operations from cash reserves funded from share issues. Management's objectives are now to manage liquid assets in the short term through closely monitoring costs. The Company has no borrowing facilities that require repayment and therefore has no interest rate risk exposure.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company's financial assets and liabilities are not considered to be materially different from their book values.

   16.      Share options AND WARRANTS 

The following share options have been granted by the Company and are outstanding:

 
 Date                 Number   Granted   Exercised   Lapsed/            Number   Weighted      Expiry 
  of grant       of ordinary    during      during    waived       of ordinary    average       date 
                      shares      year        year    during            shares    exercise 
                under option                            year      under option     price 
                at 1 January                                    at 31 December 
                        2019                                              2019 
 03/05/2011          600,000         -           -         -           600,000    GBP2.80    02/05/2021 
 30/03/2017       32,500,000         -           -         -        32,500,000     0.1p      29/03/2027 
 30/03/2017       28,375,000         -           -         -        28,375,000      1p       29/03/2027 
 30/03/2017       12,312,500         -           -         -        12,312,500      2p       29/03/2027 
 
 Total            73,787,500         -           -         -        73,787,500      3p 
------------  --------------  --------  ----------  --------  ----------------  ----------  ----------- 
 
 
 Date                 Number      Granted   Exercised        Lapsed/         Number   Weighted      Expiry 
  of grant       of ordinary       during      during         waived    of ordinary    average       date 
                      shares         year        year         during         shares    exercise 
                under option                                    year          under     price 
                at 1 January                                                 option 
                        2020                                                  at 31 
                                                                           December 
                                                                               2020 
 03/05/2011          600,000            -           -              -        600,000    GBP2.80    02/05/2021 
 30/03/2017       32,500,000            -           -   (32,500,000)              -     0.1p      29/03/2027 
 30/03/2017       28,375,000            -           -   (28,375,000)              -      1p       29/03/2027 
 30/03/2017       12,312,500            -           -   (12,312,500)              -      2p       29/03/2027 
 08/10/2020                -   60,375,000           -              -     60,375,000     0.1p      07/10/2030 
 
 Total            73,787,500   60,375,000           -   (73,187,500)     60,975,000      3p 
------------  --------------  -----------  ----------  -------------  -------------  ----------  ----------- 
 

All options outstanding at the year-end are exercisable at that date.

The following warrants have been granted by the Company and subsequently lapsed without excercise :

 
 Date                Number   Granted   Exercised    Lapsed            Number   Weighted     Exercise 
  of grant      of warrants    during      during    during       of warrants    average       date 
                         at      year        year      year    at 31 December    exercise 
                  1 January                                              2019     price 
                       2019 
 30/03/2017       1,400,000         -           -         -         1,400,000      1p       29/03/2019 
 Total            1.400,000         -           -         -         1,400,000      1p 
------------  -------------  --------  ----------  --------  ----------------  ----------  ----------- 
 
 
 Date                Number   Granted   Exercised      Lapsed            Number   Weighted     Exercise 
  of grant      of warrants    during      during      during       of warrants    average       date 
                         at      year        year        year    at 31 December    exercise 
                  1 January                                                2020     price 
                       2020 
 30/03/2017       1,400,000         -           -   1,400,000                 -      1p       29/03/2019 
 Total            1.400,000         -           -   1,400,000                 -      1p 
------------  -------------  --------  ----------  ----------  ----------------  ----------  ----------- 
 

The fair value of equity settled share options and warrants granted is estimated at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model:

 
                                         Options       Options 
---------------------      ---------------------  ------------ 
 Date of grant                       03 May 2011   08 Oct 2020 
  Expected volatility                        54%         50.0% 
  Expected life                        3.5 years      10 years 
  Risk-free interest                       1.72%         2.50% 
   rate 
  Expected dividend                            -             - 
   yield 
  Possibility of                               -             - 
   ceasing employment 
   before vesting 
  Fair value per                               -             - 
   option/warrant 
 
                                          0.014p          0.6p 
---------------------      ---------------------  ------------ 
 
 

On 8 October 2020 the options dated 30 March 2017, held by Chris Theis and Andrew Yeo were surrended and reissued with an exercise price of 0.1p and an expiry date of 7 October 2030.

The expense recognised by the Company for share based payments during the year ended 31 December 2020 was GBP87,501 (2019: GBPNil).

The average volatility is used in determining the share based payment expense to be recognised in the period. This was calculated by reference to the standard deviation of the share price over the preceding 12-month period.

Movement in the number of options and warrants outstanding and their related weighted average exercise price are as follows:

                                                   At 31 December 2020                               At 31 December 2019 
 
 
                                     Number of       Weighted average            Number of       Weighted average 
                                     Options &      exercise price per           Options &      exercise price per 
                                     Warrants             share                  Warrants             share 
 
   At 1 January                     75,187,500              3p                  75,187,500              3p 
 Granted                            60,375,000            0.1p                           -              - 
 Exercised                                   -              -                            -              - 
 Expired or waived                (74,587,500)             1p                            -              - 
-------------------  -------------------------  ------------------------  ----------------  ------------------------ 
 At 31 December                     60,975,000             3p                   75,187,500             3p 
-------------------  -------------------------  ------------------------  ----------------  ------------------------ 
 

The weighted average remaining contractual life of options as at 31 December 2020 was 7.2 years (2019: 7.2 years).

   17.         RELATED PARTY TRANSACTIONS 

The following share options were held by the directors during the year:

 
 Director        Date of       Held at     Surrendered      Granted        Held at   Exercise 
                   grant     1 January          during       during    31 December      price 
                                  2020        the year     the Year           2020 
----------  ------------  ------------  --------------  -----------  -------------  --------- 
 C Theis      30/03/2017    20,000,000    (20,000,000)            -              -   GBP0.001 
 C Theis      30/03/2017    16,000,000    (16,000,000)            -              -    GBP0.01 
 C Theis      30/03/2017     6,500,000     (6,500,000)            -              -    GBP0.02 
 C Theis      08/10/2020    60,375,000    (60,375,000)   60,375,000     60,375,000   GBP0.001 
                           102,875,000   (102,875,000)   60,375,000     60,375,000 
                          ------------  --------------  -----------  ------------- 
 

As at 31 December 2020, included in other payables were the following convertible loan notes issued to the Directors together with accrued interest thereon.

 
                      Outstanding   Convertible    Interest   Converted    Repaid       Outstanding 
                   at 31 December    loan notes     accrued      during    during    at 31 December 
                             2019        issued      during    the year       the              2020 
                                         during    the year                  year 
                                           year 
 Director                     GBP           GBP         GBP         GBP       GBP               GBP 
 C Theis*                 150,000             -           -           -         -           150,000 
 C Theis                    3,000             -           -           -         -             3,000 
 A Yeo                     75,000             -           -           -         -            75,000 
 N Fitzpatrick             54,000             -           -           -         -            54,000 
 Total                    282,000             -           -           -         -           282,000 
                 ----------------  ------------  ----------  ----------  --------  ---------------- 
 

* these loan notes were issued to Networkguru Limited, a company owned by Chris's Theis' son, who subscribed under the convertible loan note instrument.

Included in other payables are loans of GBPNil (2019: GBPNil), and GBP2,067 (2019:2,067) made by each of the Directors Nigel Fitzpatrick and Chris Theis.

   18.         ultimate controlling party 

The Company considers that there is no ultimate controlling party.

   19.             SUBSEQUENT EVENTS 

Subsquent to the year end the Company announced that it has raised (before expenses) GBP3,850,000 by way of a subscription and placing of 1,400,000,000 new ordinary shares of 0.1 pence each in the Company at a price of 0.25 pence per Ordinary Share. The proceeds of the Fundraise will be used to support the Company's continuing investment strategy, as outlined in the Company's prospectus.

In addition, participants in the Fundraise were issued with one warrant for every two Placing Shares subscribed for with an exercise price of 0.25 pence per Ordinary Share and one warrant for every two Placing Shares subscribed for with an exercise price of 0.5 pence per Ordinary Share. The Warrants have a five-year exercise period from the date of grant.

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END

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June 24, 2021 02:00 ET (06:00 GMT)

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