8PG.L Regulatory News (8PG)

27 August 2013

Legendary Investments Plc

("Legendary" or the "Company")

RESULTS FOR THE YEAR ENDED 31 MARCH 2013

EXECUTIVE CHAIRMAN'S STATEMENT

During the year Legendary continued to make good progress against its stated strategy, which is to deliver high returns through proactive investment in growth companies. One investment was exited generating a 4.3x return; several new investments were made; and existing investments continued to make notable progress including three successful listings on public exchanges, all validating Legendary's strategy. While the value of total assets of the Company has not increased, we believe that this belies considerable value that has been generated with many of the investee companies during the year.

Listed Investee Company updates

Listing and exit of Fastnet Oil and Gas PLC

In the first half of the year, in June 2012, Terra Energy Limited, in which Legendary secured a EUR30,000 investment in May 2011, was renamed Fastnet Oil and Gas PLC ("Fastnet") and listed on both AIM and the Enterprise Securities Market of the Irish Stock Exchange. In the second half of the year, Legendary exited this investment realising £119,000, or a return of 4.3x in 17 months. This was one of Legendary's first investments following its recapitalisation in early 2011, and, while small in size, demonstrates the returns available from Legendary's investment strategy.

Listing of Medgold Resources Limited

In the second half of the year, in December 2012, Medgold Resources Limited ("Medgold"), in which Legendary invested £50,000 in July 2011, listed on the TSX-V in Canada by reversing into Emerick Resources Corp. Based on the closing price of the new Medgold, Medgold Resources Corp., following the listing, Legendary's return was 1.9x in 16 months.

Medgold is run by an experienced management team and focuses on gold exploration and development in Portugal, Italy and Spain. Since its listing, Medgold has continued to make progress. It is reviewing several projects in Spain, with licences under application in Galicia, targeting the Pinzas area, which hosts similar geology to the Boticas project in Portugal, for which Medgold has been awarded an exploration licence.

Along with the entire sector and with the fall in the gold price, Medgold's share price has fallen since its listing. As mentioned above, however, Medgold continues to make progress, and Legendary continues to hold its stake.

New investment and listing of Sula Iron and Gold PLC

In the first half of the year, in July 2012, Legendary invested £50,000 in a convertible loan note in a pre-IPO funding round for Sula Iron and Gold PLC ("Sula"). Legendary also received warrants in Sula. In the second half of the year, in October 2012, Sula was admitted to trading on AIM, and Legendary invested another £50,000 for further shares and warrants. Based on the October price, Legendary had generated a return of 1.7x on its initial investment in 3 months and 15% on its further investment.

Sula is an iron ore and gold exploration company focused on Sierra Leone. Its main project is the Exploration Licence EL54/2011, in Northern Sierra Leone, which is 153 square kilometres in area and occupies a position south of Lake Sonfon and north of African Mineral Limited's Tonkolili iron ore mine which has a JORC compliant ore resource of 12.8 billion tonnes. Sula has defined an exploration programme to delineate a maiden JORC compliant iron resource in 2013. A drilling programme has been commenced targeting iron mineralisation and five target areas have been identified as hosting potential for hard rock gold mineralisation.

In common with the sector as a whole, Sula's share price has declined since its listing. With drilling underway, however, and Sula's plans to delineate a JORC compliant resource this year, Legendary continues to hold its stake.

New investment - Creon Resources PLC

In the second half of the year, in January 2013, Legendary purchased 19m shares in Creon Resources PLC ("Creon"), listed on AIM, in exchange for cash and shares in an off-market transaction. Creon was recapitalised last year and its strategy was reset to focus on resources and resource infrastructure investments. We consider that Creon's new shareholders and management are financially strong, well-connected and experienced.

Shortly after the recapitalisation, Creon invested in a new oil and gas rig construction joint venture with a multi-billion dollar Singaporean listed shipbuilder, Yangzijiang Shipbuilding (Holdings) Ltd. The new oil and gas rig joint venture then secured its first rig order of US$170m for delivery in mid-2015. The development of the new construction yard is progressing with land compacting continuing and skidway construction expected to commence shortly. The rig order itself is also progressing well, now with an enhanced specification. Following Legendary's investment, Creon acquired a 49% stake in a ferrous metal and ferrous ore trader, MGR Resources. This investment is expected to provide Creon with near term recurring income.

Creon, with its new shareholders, management and strategy is just beginning what we believe will be an exciting journey. The sectors that it has targeted are buoyant and are expected to remain so. The ticket size in the sectors, at around the US$200m mark for rigs, is an order of magnitude larger than Creon's current market capitalisation of around the £19m mark. While rig builds take two to three years, Creon has secured immediate recurring income through its investment in MGR Resources. Legendary is assisting Creon in various ways to add value rapidly and is pleased to have secured the investment at an early stage in a promising company.

While all the above investments are now listed, Legendary identified and made the investments at an early stage for the investee companies prior to listing, and in the case of Creon, shortly after its recapitalisation and new management and strategy were put in place. Legendary assisted and continues to assist the investee companies.

While all the listings were successful, and one exit generated a 4.3x return, Medgold's and Sula's prices have suffered with the mining sector as a whole. Both companies are making progress and should they achieve their stated goals, we believe that their share prices should have meaningful upside potential. The investment in Creon was made near the start of its re-launch and given its shareholders, management, strategy and the sectors in which it invests, we believe that there is both relative and absolute substantial upside potential with the investment being the largest Legendary has made to date at £125,000.

Unlisted Investee Company updates

Legendary has three unlisted investments, VirtualStock Limited ("VS"), Bosques Energeticos EBE S.A. de C.V. ("Bosques") and Manas Minerals LLC ("Manas").

New investment - VirtualStock Limited

In October 2012, Legendary negotiated a small stake in VirtualStock Limited for a consideration which included just over £50,000 in cash. In addition, Legendary negotiated a warrant to double its stake in VS at an increased valuation. VS is a cloud-based software as a service business ("SaaS") which enables retailers to increase dramatically the range of products they sell online without the associated costs of and risks of holding inventory.

Subsequent to the investment, VS reached a significant milestone in delivering services to its growing list of clients by implementing an "end-to-end turn-key solution" for the online branded product range of Bear Grylls Ventures LLP through its website, www.beargryllsstore.com.

Post the year end in June 2013, VS signed a landmark three-year renewable contract with one of the UK's largest retailers. The contract is to supply a SaaS solution which will enable the retailer to increase significantly its online presence by expanding its non-stocked product range supplied by hundreds of its drop-ship suppliers. The VS solution will form a key component of the retailer's online technology infrastructure, providing its suppliers with a tool which enables them to manage fully the selling of their products through itscorporate website.

Increasing online presence and channel integration is currently the greatest single challenge facing the retail sector and VS has a best in class, enterprise solution that is able to interface with any organisation's existing IT infrastructure. This contract win with one of the UK's largest retailers underlines the adaptability, robustness and scalability of the VS solution.

VS current clients include Viking (stationery), Office Depot, Playtex, Wonderbra, Craghoppers, Bear Grylls and, as mentioned above, one of the UK's largest retailers. VS also has a growing sales pipeline. VS is revenue positive and profitable. It is in an exciting space and is entering an exciting growth phase which may potentially lead to value crystallisation in the near to medium term. We believe that Legendary's stake could be worth a multiple of Legendary's current market capitalisation. Legendary continues to assist VS in its rapid development.

Existing investment - Bosques Energeticos EBE S.A. de C.V.

Bosques has made steady progress over the last few years. It has a research, development and innovation based philosophy and has scored many "firsts" in Mexico and the region: it was the first company to germinate pongamia seeds; it was the first to root successfully pongamia scions; and it was the first to have pongamia flowers (within 2.5 years of planting compared with the normal time of 4-5 years). In addition, it is ahead of the curve in innovating a multi-plant strategy using pongamia, jatropha and castor.

Bosques currently has 11ha under cultivation with 16,000 pongamia trees, 20,000 jatropha plants and 3,000 castor plants. Having proven its techniques on the 11ha test plantation, it is currently seeking partners with which to cultivate pilot plantations of several thousand ha.

Legendary has a substantial minority stake of 40% in Bosques. Companies similar to Bosques in size of test plantation and number of plants are valued at several million pounds. We believe that Legendary's stake could be worth a multiple of Legendary's current market capitalisation. Value crystallisation might be expected in the medium term. Legendary continues to assist Bosques in its development.

New investment - Manas Minerals LLC

In July 2012, Legendary invested £100,000 into Kyrgyzstan based Manas. Manas owns the Padsha Ata Licence to mine for coal in the Asksy region of Jalal-Abad. Soviet surveys suggest that the region contains 182 million tonnes of coal reserves of which 116 million is of coking coal quality. Jalal-Abad is strategically located within 200 km of the Chinese border. Legendary's investment is by way of a convertible loan note and a warrant. Together the convertible loan and warrant should give Legendary at a return of at least 1.75x on the initial investment.

In 2012, Manas engaged Wardell Armstrong to conduct a Competent Persons Report and a technical work program was commenced. The initial results suggest that the coal formation is more intense than suggested by the Soviet era studies and the thickness of the seams is greater than suggested by those studies. The value of the coal is estimated in at over US$15bn (US$85 per tonne). Value crystallisation is expected in the near to medium term. Legendary continues to assist Manas.

Other Investments

Also, in July 2012, Legendary invested £50,000 in Regency Mines PLC ("Regency"), listed on AIM. Regency is a mineral exploration and development company focusing on nickel and cobalt in Papua New Guinea (alongside JV partner Direct Nickel) and gold, flake graphite and base metals in Australia. Regency has not performed as expected. It is not a core holding.

As reported in the interim statement, progress at Undrawn Reality Limited ("UR") slowed considerably. It became evident that the timeframe to develop UR's game had extended significantly. Legendary concluded that it would not receive a return on UR and wrote its investment down to zero. The loss was minimal at £2,000, and the write-down freed time for Legendary to focus on more promising investments.

Financial Review

Legendary values its investments conservatively at the price of recent investments, unless a transaction has taken place or they are listed, in which case the transaction or market values are used. Consequently, the unlisted investments are held at the price of recent investments while the listed investments are marked to market.

Legendary ended the year with £509,000 (2012: £143,000) of investments, £126,000 of cash, including £25,000 held in the client account of Legendary's accountants and shown on the balance sheet as debtors due within one year (2012: £534,000) and £649,000 of total assets (2012: £688,000).

During the year, Legendary made a net gain on investments of £38,000 (2012: nil). This comprised of realised gains net of impairments of £90,000 (Fastnet and UR), and net unrealised losses of £52,000 (all the other investments).

Administrative costs were £196,000 (2012: £189,000). Of these, share based payments accounted for £15,000 (2012: £19,000), leaving cash administrative costs as £181,000 (2012: £170,000). In line with paying cash remuneration to directors only when investment realisations are made at a profit, the directors received £23,200 (2012: £300) of cash remuneration. Removing the share based payments and the directors' cash remuneration, administrative costs were somewhat lower at £158,000 (2012: £170,000). The fall is accounted for due to one-off costs in 2012. Within the £158,000, general administration, accountancy and certain professional services costs rose as did travel costs due to increased activity.

The overall operating loss was £158,000 (2012: £189,000). There were nil finance charges (2012: £nil).

Board Changes

At the start of November 2012, I was appointed the Executive Chairman.

In October 2012, Rajesh Rai resigned as an Executive Director of Legendary. We take this opportunity to thank Rajesh for his work on behalf of the Company.

OUTLOOK

Legendary's proactive investment strategy is making progress and gaining momentum. The listings of Fastnet, Sula and Medgold demonstrate Legendary's ability to source investments that offer substantial returns. The exit from Fastnet demonstrates Legendary's ability to realise those returns. The investment in Creon was made at an early stage, and given the strength of Creon's shareholders and management, and the sector in which it operates, we believe significant potential exists for multiple returns.

VirtualStock is another extremely exciting prospect, positioned at the centre of the fast growing and exciting cloud based SaaS sector. Since Legendary's investment, VirtualStock has made dramatic progress including signing a potentially transformational contract with one the UK's largest retailers. VS is already revenue generating and profitable. We believe value crystallisation may be expected in the near to medium term.

Notable progress has been made at Bosques with it being ahead of the curve in innovation and achieving several firsts in its field. Work continues at Manas.

While activity has increased, costs have been kept low with directors' remuneration linked directly to the performance of the Company.

The Board looks confidently to the future.

Extracts of the audited results appear below and a full version will be available on the Company's website www.legendaryinvestments.co.uk

For further information, please contact:

About Legendary Investments Plc

Legendary is a proactive investment company that focuses on making investments in and assisting companies which exhibit the potential to generate returns of many multiples through capital appreciation. Typically, Legendary invests in small companies where there are clear catalysts for value appreciation and the companies are operating in sectors exhibiting long term growth. Examples of such sectors include technology, energy, natural resources and mining. Legendary is incorporated in the UK, which is its principal country of operation.

PROFIT AND LOSS ACCOUNT

For the year ended 31 March 2013

A separate statement of recognised gains and losses has not been prepared as the Company has no recognised gains or losses in the current or prior period other than the loss noted above.

All activities derive from continuing operations.

BALANCE SHEET

As at 31 March 2013

CASH FLOW STATEMENT

For the year ended 31 March 2013

The Company only has one class of business and only operates within the United Kingdom.

Other than the gross director's fees of £23,230 (2012: £300) accrued in the year there were no staff costs paid during the year (2012: £nil). The Company did not incur any social security costs in relation to the fees. With respect to directors' share based payments, see Note 14.

As at 31 March 2013 the Company had losses of approximately £6.2m (2012: £6m) available to carry forward against future income. A deferred tax asset of £1.4m (2012: £1.5m) is not recognised in respect of these losses due to the uncertainty as to the utilisation of the losses in the foreseeable future.

Future tax charges will be dependent on the split of profits for tax purposes as between revenue and capital items, and the utilisation of losses incurred to date.

The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purposes of calculating the diluted loss per share are identical to those used for basic loss per ordinary share. This is because the exercise of share options and other benefits would have the effect of reducing loss per share and is therefore not dilutive under the terms of FRS 22 Earnings Per Share.

The unrealised loss relates to the investment in Undrawn Reality limited ("UR"). The Board of Legendary has concluded that it will no longer receive a return on UR in the foreseeable future and has written its investment down to zero.

The Company holds more than 20% of the equity (and no other share or loan capital) of the following undertakings:-

Bosques Energeticos EBE S.A. de C.V. in which the Company has more than 20% interest, is not treated as an associated undertaking. All investments are measured at fair value through profit and loss as detailed in the accounting policy.

£25,000 (2012: £nil) of the other debtors represents the cash balance held in the client account of the Company's accountants, PSB Accountants Limited, as at the year end date. The balance is payable on demand. Due to their short term nature, the carrying value as above approximates to fair value.

Trade creditors and accruals represent the Company's financial liabilities measured at amortised cost. Due to their short term nature, carrying value approximates to fair value.

The loan represents the funding of £30,000 that was raised in August 2010 by way of a loan facility. The facility bears no interest and has no fixed date for repayment. The loan is not expected to be paid in the foreseeable future and therefore has been classified as due in more than one year as the Directors believe this most appropriately reflects the period over which the loan will be repaid. As part of the terms of the loan, Legendary granted 260,000,000 warrants over new ordinary shares at an exercise price of 0.1p per share. At the date the warrants were granted, the Company's share price was 0.075p. The warrants expire in August 2015. 

Transaction costs amounting to £nil (2012: £nil) in regard to issue of shares were deducted from equity and charged against the share premium account.

On 22 January 2013, the Company issued 68,181,818 ordinary shares of £0.001 each at a price of £ 0.0011 per share. These shares were issued for as part consideration for the purchases of 19,230,769 shares of Creon Resources PLC. Share issue costs were £nil.

14 SHARE BASED PAYMENT

Share Options

The Company has unapproved and approved share option schemes in which the directors participate.

Under the Company's approved share option plan, the Company grants options and shares to certain directors and employees of the Company. If the options remain unexercised for a period of 10 years from the date of grant, the options lapse. The options are exercisable immediately on grant.

Details of Directors' outstanding share options as at the year ended are shown below.

Rajesh Rai resigned on 18 October 2012. Rajesh Rai's 32,000,000 share options, with an exercise price of 0.20p, have not lapsed following his resignation.

Movements in ordinary share options outstanding

All options were exercisable at the end of the year.

Post the balance sheet date, in June 2013, Zafar Karim and Thomas Reuner received an additional 60,000,000 and 20,000,000 options, respectively, with an exercise price of 0.20p each.

Fair value

The fair value of the options is estimated at the date of grant using a Black-Scholes option pricing model that uses assumptions noted in the table below. No performance conditions were included in the fair value calculations.

The Company uses historical data to estimate option exercise and employee termination within the valuation model. Expected volatilities are based on implied volatilities as determined by simple average of a sample of listed companies base in similar sectors. The risk free rate for the period within the contractual life of the option is based on the UK gilt yield curve at the time of the grant.

The share based payment charged for the year was £12,000 (2012: £19,000).

Warrants

Other than the employee share options set out above, warrants have been granted with exercise prices and dates shown in the table below.

Movements in warrants outstanding

The fair value of warrants granted in the year was £3,000 (2012: £nil).

Fair value

The fair value of the warrants is estimated at the date of grant using a Black-Scholes option pricing model that uses assumptions noted in the table below. No performance conditions were included in the fair value calculations.

Other Information

The market price of the Company's ordinary shares ranged from a high of 0.1750p to a low of 0.0750p during the year.

In the prior period net funds included fixed asset investments of £66K. Fixed asset investments have been excluded in both periods to reflect more properly that these are not liquid resources.

Current asset investments of £196,000 (2012: £77,000) are disclosed on the face of the cash flow statement within management of liquid resources in 2013. The reallocation of the 2012 cash flows from capital expenditure and financial investment results in more accurate disclosure of the nature of these items.

19 FINANCIAL INSTRUMENTS

Loans and receivables

Loans and receivables include cash at bank and in hand and other debtors. Financial liabilities at amortised cost include trade creditors, accruals and loans.

Borrowing facilities

At the year end the Company had no overdraft facility (2012: £nil).

20. FINANCIAL INSTRUMENTS (continued)

Capital Management

The Company is financed primarily with equity capital, which is then utilised to meet operating expenses and make investments. Investments are financed primarily from equity capital, though debt may be utilised where it is felt that it is prudent to do so.

Interest rate risk

The Company had no fixed or floating rate financial liabilities at 31 March 2013 (2012: £nil).

Currency risk

The Company makes investments in both UK and foreign companies. In addition, the companies in which the Company invests may or may not have exposure to foreign currency exposure. In this regard the Company has foreign currency exposure. Currency exposure is one the factors considered when making investments, and as such it is implicitly managed at the point of investment.

Liquidity risk

The Company makes investments in unlisted and listed entities. Consequently the Company is exposed to the liquidity risk to the extent that it may not be able to find buyers for its unlisted investments and liquidity in its listed investments may be low. Therefore there can be no certainty that the Company would be able to exit its investments.

Market risk

The Company monitors the value of its investments on a regular basis, and takes action to decrease or dispose of investments when it deems appropriate.

Credit risk

The bank account of the Company and of the client account held by PSB Accountants Limited is held with well established financial institutions of high quality credit standing.

Fair value hierarchy

Fair values have been measured at the end of the reporting period as follows -

All fixed asset investments are classified as level 3. The movement on level 3 assets are disclosed in Note 7.

Financial assets and liabilities measured at fair value are disclosed using a fair value hierarchy that reflects the significance of the inputs used making the fair value measurements, as follows -

• Level 1 - Unadjusted quoted prices in active markets for identical asset or liabilities ('quoted prices'),

• Level 2 - Inputs (other than quoted prices in active markets for identical assets or liabilities) that are directly or indirectly observable for the asset or liability ('observable inputs'), or

• Level 3 - Inputs that are not based on observable market data ('unobservable inputs')

The Level 3 investments have been valued at the price of recent investment, net asset value or discounted cash flow based on post period end redemptions in line with the Company's accounting policies and IPEVC guidelines.

21. POST BALANCE SHEET EVENTS

Post the balance sheet date, in June 2013, Zafar Karim and Thomas Reuner received an additional 60,000,000 and 20,000,000 options, respectively, with an exercise price of 0.20p each.

22. CONTROLLING PARTY

In the opinion of the Directors there is no immediate or ultimate controlling party.