TIDMROQ

RNS Number : 7722Q

Roquefort Investments PLC

29 October 2021

Roquefort Investments plc

("Roquefort Investments" or the "Company")

Interim Results to 30 June 2021

Roquefort Investments plc (LSE:ROQ), the London listed investment company established to acquire businesses focused on early-stage opportunities in the medical biotechnology sector, is pleased to present its interim results for the six-month period ended 30 June 2021.

Highlights

   --      Successfully admitted to trading on the London Stock Exchange ("LSE") as of 22   March 2021 
   --      Cash Balance at period end of GBP880,445 

Chairman Statement

I am pleased to present the interim financial statements to shareholders for the six months ending 30 June 2021.

During the period under review the Company was primarily concerned with listing on the standard segment of the London Stock Exchange, which was successfully achieved on 22 March 2021. The Company then turned its attention to identifying and screening suitable businesses focused on early-stage opportunities in the medical biotechnology sector.

Post period end, on 29 September 2021 we were delighted to announce that Roquefort Investments had entered into non-binding term sheet ("Term Sheet") with Provelmare Holding S.A. to acquire 100% of the total issued equity in Lyramid Limited ("Lyramid") for an initial consideration of GBP1 million payable 50% in cash and 50% in shares (the "Transaction"). Lyramid has the exclusive worldwide licence to commercialise up to 37 patents related to Midkine-based therapies for the treatment of COVID-19 patients, cancer, autoimmune disorders and chronic kidney disease ("Midkine-Based Therapies").

The Directors of Roquefort Investments consider the Transaction to represent a transformational, value enhancing transaction for shareholders, which is fully aligned with the Company's growth strategy. Lyramid's global patent portfolio for Midkine-Based Therapies provides a platform to develop first-in-class drugs for the treatment of severe inflammatory diseases, autoimmune disorders and cancer. The therapeutic potential of Midkine-Based Therapies has been validated during more than 10 years of research including collaborations with leading academic centres and clinicians resulting in over 900 scientific publications.

To fund the Transaction, Roquefort Investments will be seeking to carry out a placing of new ordinary shares to new and existing investors ("Placing") to raise funds of up to GBP3 million to finance the cash component of the consideration, pre-clinical drug development and working capital. As such, the Transaction is conditional, inter alia, on a successful Placing.

Should the Transaction complete, it would constitute a Reverse Take-Over ("RTO") under the Listing Rules and accordingly the Company would apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange. Where an RTO is contemplated but has not yet been completed, the FCA will normally suspend a company's listing pending the publication of a prospectus prepared in accordance with the prospectus regulation rules of the FCA and approved by the FCA, or an announcement that the Transaction is not proceeding.

Therefore, at the request of the Company, the FCA suspended the Company's listing on the standard segment of the Official List as of 29 September 2021. Trading on the Main Market of the London Stock Exchange has also been suspended as of 29 September 2021.

I look forward to reporting our progress on this potentially transformative transaction to you in the coming weeks and thank all shareholders for their continued support.

Financial Review

For the 6 months to 30 June 2021 the Company reported a net loss of GBP301,232, mostly relating to administrative expenses involved with the listing. The Company maintained a strong balance sheet position at 30 June 2021, most notably holding cash at period end of GBP880,445.

Directors

The following directors have held office during the period to 30 June 2021:

Mr Stephen West (Executive Chairman)

Mr Mark Rollins (Non-Executive Director)

Dr Michael Stein (Non-Executive Director)

Mr Glenn Whiddon (Non-Executive Director) - resigned 20 October 2021

Corporate Governance

The UK Corporate Governance Code (September 2014) ("the Code"), as appended to the Listing Rules, sets out the Principles of Good Corporate Governance and Code Provisions which are applicable to listed companies incorporated in the United Kingdom. As a standard listed company, the Company is not subject to the Code, but the Board recognises the value of applying the principles of the Code where appropriate and proportionate and has endeavoured to do so where practicable.

Responsibility Statement

The Directors are responsible for preparing the Unaudited Interim Condensed Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with International Accounting Standard 34 on Interim Reporting ("IAS 34"). The directors confirm that, to the best of their knowledge, this condensed interim report has been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the six months ended 30 June 2021 and their impact on the condensed financial statements for the period, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- related party transactions that have taken place in the six months ended 30 June 2021 and that have materially affected the financial position of the performance of the business during that period.

On behalf of the board

Stephen West

Executive Chairman

29 October 2021

Enquiries

Roquefort Investments plc

   Stephen West (Chairman)                                              +44 (0)20 3290 9339 

Optiva Securities Limited (Broker)

   Christian Dennis                                                               +44 (0)20 3411 1881 

For further information, please visit www.roquefortinvest.com and @roquefortinvest on Twitter.

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTHSED 30 JUNE 2021

 
                                                                                           Unaudited         Unaudited 
                                                                   6 Month Period ended 30 June 2021            17 Aug 
                                                                                                        to 31 Dec 2020 
                                                                                                 GBP               GBP 
                                                           Notes 
 Administrative expenses                                                                   (301,232)           (7,624) 
                                                                  ----------------------------------  ---------------- 
 Operating loss                                                6                           (301,232)           (7,624) 
 Finance income/(expense)                                                                          -                 - 
                                                                  ----------------------------------  ---------------- 
 Loss before taxation                                                                      (301,232)           (7,624) 
 Income tax                                                    7                                   -                 - 
                                                                  ----------------------------------  ---------------- 
 Loss for the period from continuing operations                                            (301,232)           (7,624) 
                                                                  ----------------------------------  ---------------- 
 Total loss for the year attributable to equity holders 
  of the Company                                                                           (301,232)           (7,624) 
 Other comprehensive loss                                                                          -                 - 
                                                                  ----------------------------------  ---------------- 
 Total comprehensive loss attributable to equity holders 
  of the Company                                                                           (301,232)           (7,624) 
                                                                  ----------------------------------  ---------------- 
 
 Basic and diluted earnings per ordinary share (pence)         8                              (1.79)            (0.08) 
 

The notes form an integral part of the Unaudited Condensed Interim Financial Statements

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

 
 
                                                           Unaudited                  Unaudited 
                                           Period ended 30 June 2021   Period ended 31 Dec 2020 
                                                                 GBP                        GBP 
 
  ASSETS                           Notes 
    CURRENT ASSETS 
    Cash and cash equivalents                                880,445                    114,933 
    Trade and other receivables      9                        13,241                      1,443 
                                          --------------------------  ------------------------- 
  TOTAL ASSETS                                               893,686                    116,376 
                                          --------------------------  ------------------------- 
 
  LIABILITIES 
   CURRENT LIABILITIES 
   Trade and other payables         10                        14,331                          - 
                                          --------------------------  ------------------------- 
  TOTAL LIABILITIES                                           14,331                          - 
                                          --------------------------  ------------------------- 
 
  NET ASSETS                                                 879,355                    116,376 
                                          --------------------------  ------------------------- 
  EQUITY 
   Share Capital                    11                       313,000                    124,000 
   Share Premium                    11                       800,000                          - 
   Share Based Payment Reserves     12                        74,911                          - 
   Retained Earnings                                       (308,856)                    (7,624) 
                                          --------------------------  ------------------------- 
  TOTAL EQUITY                                               879,355                    116,376 
                                          --------------------------  ------------------------- 
 

The notes form an integral part of the Unaudited Condensed Interim Financial Statements

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CASHFLOW

FOR THE 6 MONTHSED 30 JUNE 2021

 
                                                                                 Unaudited               Unaudited 
                                                         6 Month Period ended 30 June 2021   17 Aug to 31 Dec 2020 
                                                                                       GBP                     GBP 
  Cash flow from operating activities 
   Loss before income tax                                                        (301,232)                 (7,624) 
  Adjustments for: 
   Share based payment                                                              74,911                       - 
  Changes in working capital: 
   Increase in receivables                                                        (11,798)                 (1,443) 
   Increase in payables                                                             14,331                       - 
                                                        ----------------------------------  ---------------------- 
  Net cash used in operating activities                                          (232,788)                 (9,067) 
 
  Cashflows from financing activities 
   Proceeds from issue of ordinary shares                                        1,015,000                 124,000 
   Share issue costs                                                              (25,700)                       - 
                                                        ---------------------------------- 
  Net cash used in financing activities                                            989,300                 124,000 
 
  Net increase in cash and cash equivalents 
  Net increase in cash held                                                        765,511                 114,933 
  Cash and cash equivalents at beginning of financial 
  year                                                                             114,933                       - 
                                                        ----------------------------------  ---------------------- 
  Cash and cash equivalents at end of financial year                               880,445                 114,933 
                                                        ----------------------------------  ---------------------- 
 

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTHSED 30 JUNE 2021

 
                                                                    Share Based 
                                         Ordinary                       Payment     Retained 
                                    Share capital   Share Premium      Reserves     earnings     Total equity 
                                              GBP             GBP           GBP          GBP              GBP 
 On Incorporation 
 Loss for the period                            -               -             -      (7,624)          (7,624) 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 Total comprehensive loss 
  for the period                                -               -             -      (7,624)          (7,624) 
 Transactions with owners 
 Ordinary Shares issued on 
  incorporation (17 August 
  2020)                                    50,000               -             -            -           50,000 
 Issue of ordinary shares 
  (20 November 2020)                       74,000               -             -            -           74,000 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 Total transactions with owners           124,000               -             -      (7,624)          116,376 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 Balance as at 31 December 
  2020                                    124,000               -             -      (7,624)          116,376 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 
 At 1 Jan 2021 
 Loss for the Period                            -               -             -    (301,232)        (301,232) 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 Total comprehensive loss 
  for the period                                -               -             -    (301,232)        (301,232) 
 Transactions with owners 
 Ordinary shares issued (22 
  March 2021)                             200,000         800,000             -            -        1,000,000 
 Director warrants issued 
  (22 March 2021)                               -               -         6,833            -            6,833 
 Broker seed warrants issued 
  (22 March 2021)                               -               -        60,002            -           60,002 
 Broker placing warrants issued 
  (22 March 2021)                               -               -         8,076            -            8,076 
 Broker warrants exercised 
  (19(th) April 2021)                      15,000               -             -            -           15,000 
 Share issue costs                              -        (25,700)             -            -         (25,700) 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 Total transactions with owners           215,000         774,300        74,911    (301,232)          762,979 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 As at 30 June 2021                       339,000         774,300        74,911    (308,856)          879,355 
--------------------------------  ---------------  --------------  ------------  -----------  --------------- 
 
 

ROQUEFORT INVESTMENTS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE 6 MONTHSED 30 JUNE 2021

   1              General Information 

The Company was incorporated on 17 August 2020 as a public company in England and Wales with company number 12819145 under the Companies Act.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is to pursue opportunities to acquire biotechnology businesses that are focused on early stage opportunities in the medical biotechnology sector to include (but not limited to):

   --      Drug and vaccine development; 
   --      Diagnostics; 
   --      Immuno-therapy; and 
   --      Cell and gene therapies. 

The Company listed on the London Stock Exchange ("LSE") on 22 March 2021.

   2              Accounting Polices 

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

   3              Basis of preparation 

The Condensed Interim Financial Statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies Act 2006 applicable to companies reporting under IFRS. The Condensed Interim Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Statements." The Condensed Interim Financial Statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the Company.

The Interim Financial Statements for the period ended 30 June 2021 are unaudited.

The Interim Financial Statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The Interim Financial Statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The Interim Financial Statements are presented in GBP unless otherwise stated, which is the Company's functional and presentational currency.

Comparative figures represent the period from incorporation to 31 December 2021, and so are not directly comparable.

Going concern

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the company has the adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its interim financial statements.

Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company's historic financial information for the year period ended 31 December 2020, as included in the Prospectus dated 27 April 2021, except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

Standards and interpretations adopted in the period

There were no new standards or interpretations adopted by the Company in the period.

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

 
Standard             Impact on initial application      Effective date 
-------------------  ---------------------------------  -------------- 
IFRS 3               Reference to Conceptual Framework  1 January 2022 
                     ---------------------------------  -------------- 
IAS 37               Onerous contracts                  1 January 2022 
                     ---------------------------------  -------------- 
IAS 16               Proceeds before intended use       1 January 2022 
                     ---------------------------------  -------------- 
Annual improvements  2018-2020 Cycle                    1 January 2022 
                     ---------------------------------  -------------- 
IFRS 17              Insurance contracts                1 January 2023 
                     ---------------------------------  -------------- 
IAS 8                Accounting estimates               1 January 2023 
                     ---------------------------------  -------------- 
IAS 1                Classification of Liabilities      1 January 2023 
                      as Current or Non-Current. 
                     ---------------------------------  -------------- 
 
   4              Critical accounting estimates and judgments 

In preparing the Condensed Interim Financial Statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

   5              Employees and Directors' Remuneration 

There were no employees of the Company in the period under review, other than the four directors.

Directors remuneration for the period was as follows:

 
                  Cash based remuneration 30 June   Share based remuneration 30 June   Total remuneration 30 June 
                                             2021                               2021                         2021 
                                              GBP                                GBP                          GBP 
---------------  --------------------------------  ---------------------------------  --------------------------- 
 Stephen West                               6,644                                  -                        6,644 
 Glenn Whiddon                              3,323                                  -                        3,323 
 Mark Rollins                               3,323                                  -                        3,323 
 Michael Stein                              3,323                             24,941                       28,264 
---------------  --------------------------------  ---------------------------------  --------------------------- 
                                           16,613                             24,941                       41,554 
---------------  --------------------------------  ---------------------------------  --------------------------- 
 
   6              Operating Loss 

Operating loss from continued operations:

 
                                         30 June    31 Dec 
                                            2021      2020 
                                             GBP       GBP 
----------------------------------    ----------  -------- 
 Costs associated with the IPO         (182,053)         - 
 Director fees                          (16,613)         - 
 Consulting and professional fees       (76,874)   (6,500) 
 Other expenditure                      (25,692)   (1,124) 
------------------------------------  ----------  -------- 
                                       (301,232)   (7,264) 
  ----------------------------------  ----------  -------- 
 
   7              Income Tax 
 
                        30 June   31 Dec 
                           2021     2020 
                            GBP      GBP 
-------------------    --------  ------- 
 Current tax                  -        - 
 Deferred tax                 -        - 
-------------------    --------  ------- 
 Income tax expense           -        - 
-------------------    --------  ------- 
 

Income tax can be reconciled to the loss in the statement of comprehensive income as follows:

 
                                                                  Period ended 30 Jun            Period ended 31 Dec 
                                                                                 2021                           2020 
                                                                                  GBP                            GBP 
-----------------------------------------------------   -----------------------------  ----------------------------- 
   Loss before taxation                                                     (301,232)                        (7,264) 
                                                        -----------------------------  ----------------------------- 
   Tax at the UK corporation tax rate of 19%                                 (57,234)                        (1,449) 
   Tax losses on which no deferred tax asset has been 
    recognised                                                                 57,234                          1,449 
                                                        -----------------------------  ----------------------------- 
                                                                                    -                              - 
                                                        -----------------------------  ----------------------------- 
 
   8              Earnings per Ordinary Share 
 
                                                                   Period Ended 30 Jun 2021   Period Ended 31 Dec 2020 
                                                                                (unaudited)                (unaudited) 
----------------------------------------------------------  ----  -------------------------  ------------------------- 
   Loss for the year from continuing operations - GBP                             (301,232)                    (7,264) 
   Weighted number of ordinary shares in issue                                   16,832,177                  9,160,369 
----------------------------------------------------------------  -------------------------  ------------------------- 
   Basic earnings per share from continuing operations - pence                       (1.79)                     (0.08) 
----------------------------------------------------------------  -------------------------  ------------------------- 
 
   9              Trade and other receivables 
 
                   30 June 2021   31 Dec 2020 
                            GBP           GBP 
 Prepayments              6,607             - 
 VAT receivable           6,634         1,433 
                  -------------  ------------ 
                         13,241         1,433 
                  -------------  ------------ 
 
   10           Trade and other payables 
 
                   30 June 2021   31 Dec 2020 
                            GBP           GBP 
 Trade creditors          5,259             - 
 Accruals                 3,323             - 
 Other payables           5,750             - 
                  -------------  ------------ 
                         14,331             - 
                  -------------  ------------ 
 
   11           Share Capital 
 
                                                 Ordinary Shares   Share Capital   Share Premium       Total 
                                                               #             GBP             GBP         GBP 
 Issue of ordinary shares on incorporation(1)          5,000,000          50,000               -      50,000 
 Issue of ordinary shares (2)                          7,400,000          74,000               -      74,000 
 Issue of ordinary shares (3)                         20,000,000         200,000         800,000   1,000,000 
 Exercise of broker warrants (4)                       1,500,000          15,000               -      15,000 
 Share issue costs                                             -               -        (25,700)    (25,700) 
 At 30 June 2021                                      33,900,000         339,000         774,300   1,113,300 
                                                ================  ==============  ==============  ========== 
 

(1) On incorporation on 17 August 2020, the Company issued 5,000,000 ordinary shares of GBP0.01 at their nominal value of GBP0.01.

(2) On 20 November 2020, the Company issued 7,400,000 ordinary shares at their nominal value of GBP0.01.

(3) On admission to the Standard List of the LSE on 22 March 2021, 20,000,000 shares were issued at a placing price of GBP0.05.

(4) On 19 April 2021 1,500,000 brokers warrants were exercised at the exercise price if GBP0.01 resulting in the issue of 1,500,000 ordinary shares.

   12           Share Based Payment Reserves 
 
                                       Total   Total 
                                         GBP     GBP 
 Directors Warrants Issued (1)         6,833       - 
 Broker seed warrants Issued (2)      60,002       - 
 Broker placing warrants Issued (3)    8,076       - 
                                     -------  ------ 
 At 30 June 2021                      74,911       - 
                                     -------  ------ 
 

(1) On admission to LSE on 22 March 2021 750,000 directors' warrants were issued that entitle the warrant holder to subscribe for one Ordinary Share at GBP0.05 per ordinary share and a further 750,000 directors warrants were issued that entitle the warrant holder to subscribe for one ordinary share at GBP0.10 per ordinary share.

(2) On admission to LSE on 22 March 2021 1,500,000 brokers warrants were issued that entitle the warrant holder to subscribe for one Ordinary Share at GBP0.01 per ordinary share.

(3) On admission to LSE on 22 March 2021, 480,000 Broker Placing Warrants were issued that entitle the warrant holder to subscribe for one ordinary share at the placing price of GBP0.05 per ordinary share.

The fair value of the services received in return for the share options granted are measured by reference to the fair value of the share options granted. The estimate of the fair value of the share options granted is measured based on the Black-Scholes valuations model. Measurement inputs and assumptions are as follows:

 
                                      Director     Director                       Broker 
                                      Warrants     Warrants           Broker     Placing 
                                     - GBP0.05    - GBP0.10    Seed Warrants    Warrants 
---------------------------------  -----------  -----------  ---------------  ---------- 
   Weighted average share price        GBP0.05      GBP0.05          GBP0.05     GBP0.05 
   Exercise price                      GBP0.05      GBP0.10          GBP0.01     GBP0.50 
   Weighted average contractual 
    life (years)                          5.00         5.00             0.08        3.00 
   Expected volatility                     50%          50%              50%         50% 
   Expected dividend growth rate           Nil          Nil              Nil         Nil 
   Risk-free interest rate               0.15%        0.15%            0.15%       0.15% 
---------------------------------  -----------  -----------  ---------------  ---------- 
 

Warrants

 
                           Number of Warrants   Exercise     Expiry date 
                                                   Price 
 On incorporation                           -          -               - 
 Issued on 25 November              5,000,000    GBP0.10   21 March 2026 
  2020 (1) 
 Issued on 25 November              7,000,000    GBP0.10   21 March 2026 
  2020 (1) 
 Issued on 17 March 2021            1,500,000    GBP0.01   20 April 2021 
 Issued on 17 March 2021              480,000    GBP0.05   21 March 2024 
 Issued on 17 March 2021              750,000    GBP0.05   21 March 2026 
  (1) 
 Issued on 17 March 2021              750,000    GBP0.10   21 March 2026 
  (1) 
 Issued on 17 March 2021           10,000,000    GBP0.10   21 March 2023 
 Exercised on 19 April            (1,500,000)    GBP0.01   20 April 2021 
  2021 
                                               --------- 
 At 30 June 2021                   23,980,000   GBP0.097 
                          ===================  ========= 
 
 

(1) The warrants vest on 21 March 2022, being 12 months from date of admission.

The weighted average time to expiry of the warrants as at 30 June 2021 is 3.43 years.

   13           Related Party Transactions 

On incorporation, the Company issued 2,500,000 Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of GBP25,000 to Stephen West, a Director and 2,500,000 Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of GBP25,000 to Glenn Whiddon, a Director.

On 20 November 2020, the Company issued 500,000 Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of GBP5,000 to Cresthaven Investments Pty Ltd ATF The Bellini Trust (an entity associated with Stephen West, a Director), 3,500,000 Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of GBP35,000 to 6466 Investments Pty Ltd (an entity associated with Glenn Whiddon, a Director) and 3,000,000 Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of GBP30,000 to Mark Rollins, a Director.

All of these shares are paid up.

   14           Post Balance Sheet Events 

On 18 August 2021, the Company raised GBP150,000 before expenses through the issue of 3,000,000 new ordinary shares to certain strategic investors at a price of GBP0.05 per ordinary share. As part of the placing, the Company also issued 1,500,000 warrants to subscribe for new ordinary shares at a price of GBP0.10 per share, expiring on 22 March 2023.

On 29 September 2021, the Company entered into a non-binding term sheet with Provelmare Holding S.A. ("Provelmare") pursuant to which the Company will acquire 100% of the total issued equity in Lyramid Limited ("Lyramid") for an initial consideration of GBP1 million payable 50% in cash and 50% in shares.

Other than the above, there has been no significant change in either the financial performance or the financial position of the Company since 30 June 2021.

   15           Ultimate Controlling Party 

As at 30 June 2021, there was no ultimate controlling party of the Company.

   16           Nature of the Interim Financial Statements 

The Company Financial Information presented above does not constitute statutory accounts for the period under review.

   17           Approval of the Condensed Interim Financial Statements 

The Condensed Interim Financial Statements were approved by the Board of Directors on 29 October 2021.

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October 29, 2021 09:01 ET (13:01 GMT)

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