Katoro Gold Regulatory News (KAT)

Katoro Gold Plc

(Incorporated in England and Wales)

(Registration Number: 9306219

Share code on the AIM: KAT

ISIN: GB00BSNBL022

("Katoro" or "the Company")

Annual Financial Results for the year ended 31 December 2020

Dated 21 May 2021

Katoro Gold plc ("Katoro" or the "Company") (AIM: KAT), the Tanzanian focused exploration and development company is pleased to present its audited annual financial statements for the year ended 31 December 2020 as extracted from the Company's 2020 Annual Report which is now available on the Company's website at www.katorogold.com. The Company's Annual Report is in the process of being prepared for dispatch to shareholders. Details of the date and venue for this year's AGM, will be announced on posting of the Annual Report.

Overview

· The Company entered into a binding conditional agreement to form a 50/50 unincorporated joint venture in South Africa, focused on the reprocessing of an existing 1.34 million ounce of gold JORC compliant tailings resource.

· The Company completed technical work related to the upgrade and restatement of the Blyvoor Gold Tailings Project resource statement. Significant progress was made towards securing the necessary funding.

· The Haneti Joint Venture was further strengthened, with Power Metal Resources plc (LON:POW) acquiring a further 10% taking their holding to 35% with Katoro retaining 65%

· The commencement of a 2,000 m RAB drilling programme at the Haneti Project which consists of approximately 50 holes drilled. The programme seeks to verify the existence of near surface nickel sulphide mineralisation at each target whilst increasing the geological understanding in order to ensure the follow-up diamond drill programme can be optimised.

· Post period end:

o Drilling results from the RAB drill programme carried out at the Haneti project, confirmed the results from previous exploration work done, which was the primary objective. The latest results provided the confirmation desired to take the next step in the exploration strategy for Haneti.

o Raised £960,000 (gross) through a placing and subscription of 48,000,000 new ordinary shares of 1.00p each in the capital of the Company at 2.00p per share.

o At Blyvoor Gold Tailing project, the technical team continue to work towards conclusion of all preparatory work and funding negotiations.

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.

For further information please visit www.katorogold.com 

Chairman's Report

Dear Shareholders

2020 was a year like no other. The worldwide COVID-19 pandemic turned many lives up-side down, whether from a financial, business or indeed personal perspective. Katoro, however, is grateful to look back on a year of many achievements. As Chairman I would like to take this moment to thank Katoro's Directors, Management, business partners and shareholders alike for their dedication and commitment shown during this challenging period.

2020 Overview

2020 was a year in which Katoro consolidated its strategy and made great strides in its quest to first production.

In Tanzania, the Company advanced the Haneti Polymetallic Project and announced at the year-end that drilling had commenced. The drill programme was designed to provide enhanced information of the subsurface shape and orientation of the ultramafic rock bodies being targeted and allowing for the optimisation of a planned follow-on diamond drill programme.

Furthermore, the Company completed technical work related to the upgrade and restatement of the Blyvoor Gold Tailings Project resource statement. Significant progress was made towards securing the necessary funding, sufficient to fund the construction and commissioning of a Beneficiation Plant and auxiliary operations.

The Company also finalised the disposal of the Imweru project by executing the sales transaction with Lake Victoria Gold. Following assessment of the recoverability of the remaining consideration receivable from the counterparty, management thought it prudent to raise a provision for impairment, and resultantly the Group impaired its financial asset receivable and investment in subsidiaries in the amount of £652,815 and £1,023,706 respectively as at December 2020.

The Company further strengthened its balance sheet with financing of approximately £3m during the period, including a capital placing raise toward the end of the year of £960k that was conditional to and received shareholder approval at a General Meeting ('GM') that was held on 15 January 2021. We would like to thank the shareholders for their continued support.

The Haneti Polymetallic Project

The Haneti Project comprises prospecting license portfolio for nickel, PGMs and gold in central Tanzania forming a near contiguous project block. Intensive historic field and study work was done on the principal target zone, an 80km long ultra-mafic belt with grades of up to 13.6% nickel and 2.33g/t combined PGM's. During the period the licence for the Haneti nickel deposit expired and the group submitted the application for the renewal of the licence and paid the relevant fee, all within the allowed timelines. Management considers that the issuance of the renewed license is an administrative delay.

During the reporting period, Katoro developed and implemented plans to drill a two-stage programme at Haneti, focusing on nickel sulphide and PGM targets at Mihanza Hill and Mwaka Hill, the two priority targets. The first of these two stages, a 2000m Rotary Air Blast ("RAB") maiden drill programme was implemented during late December 2020 and completed six weeks later. The second stage, depending on the results of the RAB programme would be to follow up with a limited diamond drill programme. As the RAB programme still collected material from the weathered zone, the purpose of the second phase would be to collect fresh rock material at depth, in order to further refine planning for an intense diamond drilling campaign.

The Haneti Joint Venture was further strengthened in August, with Power Metal Resources plc (LON:POW) acquiring a further 10% taking their holding to 35% with Katoro retaining 65%.

Katoro continued to receive approaches with a view to earn-in, joint venture or other similar structures in respect of the project, with a primary focus on the nickel sulphide potential. Discussions with our joint venture partner Power Metal Resources continued with regard to these approaches.

The Blyvoor Gold Tailings Project

In early 2020 the Company entered into a strategic gold production opportunity in South Africa, focused on the reprocessing of an existing 1.34 million ounce of gold JORC compliant tailings resource. Katoro entered into a binding conditional agreement to form a 50/50 unincorporated joint venture.

From a technical perspective the Company continued to make excellent progress with restating the Mineral Resource in the SAMREC code. In this regard, the slightly increased c. 1.4 Million Oz Resource consists of c. 868 kOz in the Measured & Indicated, and c. 542 kOz Inferred in the categories respectively. This represents a c. 216% increase in the combined Measured and Indicated categories.

The Company made excellent progress towards the finalisation of a SAMREC Mineral Reserve and SAMVAL valuation of the Blyvoor Gold Tailings Project which will ultimately drive and define the project financing structure. The Company received multiple expressions of interest to finance the project during the period and with the high level of finance interest shown, Katoro and its joint venture partners worked diligently to assess each of the expressions of interest shown.

Post Year-End Statement

Post reporting period, the Company has continued to make significant progress on all aspects of the business.

The Maiden drill programme at Haneti completed with 1,965 metres of RAB drilling completed over 50 holes at Mihanza Hill and Mwaka Hill with 1,965 samples collected. We are delighted to report that following receipt of the results from the recently completed RAB drill programme at Haneti, the decision has been made to advance the Haneti Nickel PGM Project to deep diamond drilling. Information from the recent shallow drilling results and the discovery of new gossanous nickel-copper-magnetite veining at Mihanza Hill, confirmed the results from previous exploration work done at Haneti, which was the primary objective of the RAB drill programme. The latest results provided the confirmation we wanted to take the next step in our exploration strategy for Haneti and to proceed with deep diamond drilling. With the diamond drill programme, we will assess the potential for possible economic nickel sulphide mineralisation at Haneti.

At Blyvoor, the technical team continue to work towards conclusion of all preparatory work and funding negotiations in the pursuit to Financial Close in the shortest possible time.

This report was approved on 20 May 2021 by:

Louis Coetzee

Executive Chairman

Strategic Report

The Board of Directors present their strategic report together with the audited annual financial statements for the year ended 31 December 2020 of Katoro Gold PLC (the "Company") and its subsidiaries (collectively the "Group").

Principal activities

The principal activity of the Group is gold and nickel focussed exploration activities in Tanzania and South Africa.

Review of business in the year

The Group is in its early stage of development and details of the operational activities of the Group are included in the Chairman's report.

Financial activities

The movement in the total comprehensive loss year-on-year, as disclosed in the table above and in the statement of comprehensive income, is mainly owing to the following causes:

· Increase in administrative expenses is due to cost of additional funding activities undertaken during the current period, coupled with additional professional fees;

· Increase in exploration expenditure related to the Blyvoor Joint Venture exploration; and

· Increase in other income originating from the profit on disposal of the Reef Miners Limited subsidiary.

Key performance indicators

Management does not consider there to be any key financial KPI's at this stage, other than the loss per share for the period, which is included in the statement of comprehensive income. As and when operational activities increase management will reconsider the key financial KPI's and update the necessary disclosures accordingly. Non-financial KPI's comprise the measure of advancement with respect to the various key exploration projects over the medium to long term.

Principal Risks and Uncertainties

The realisation of exploration and evaluation assets is dependent on the discovery and successful development of economic mineral reserves and is subject to a number of significant potential risks summarised as follows, and described further below:

· Financial instrument & Foreign exchange risk;

· Strategic risk;

· Funding risk;

· Commercial risk;

· Operational risk;

· Speculative Nature of Mineral Exploration and Development;

· Political Stability; and

· Foreign investment risks including increases in taxes, royalties and renegotiation of contracts.

Financial instrument and foreign exchange risk

The Company and Group are exposed to risks arising from financial instruments held and foreign exchange transactions entered into throughout the period. These are discussed in Note 20 to the Annual Financial Statements.

Strategic risk

Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, the Group may be unable to acquire rights to exploit additional attractive mining properties on terms it considers acceptable. Accordingly, there can be no assurance that the Group will acquire any interest in additional operations that would yield reserves or result in commercial mining operations. The Company expects to undertake sufficient due diligence where warranted to help ensure opportunities are subjected to proper evaluation.

Funding risk

In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group remains a going concern until such time that revenues are earned through the sale or development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in future. The Directors regularly review cash flow requirements to ensure the Group can meet financial obligations as and when they fall due.

The Group currently generates no revenue and had net assets of £121,876 as at 31 December 2020 (31 December 2019: £177,714). As at year end, the Group had liquid assets in the form of cash and cash equivalent and other financial asset balances receivable of £97,777 and £46,405 respectively.

The Directors have reviewed budgets, projected cash flows and other relevant information, and on the basis of this review and the below, they are confident that the Company and the Group will have adequate financial resources to continue in operational existence for the foreseeable future.

The Group has sufficient funds for its present working capital requirements for the foreseeable future due to the successful capital raising completed post year end, as further expended on in note 7. The Directors though continue to review the Group's options to secure additional funding for its general working capital requirements, alongside its ongoing review of potential acquisition targets and corporate development needs. The Directors are confident in this light that such funding will be available, although there is no guarantee as to the terms of such funding or that such funding will be available. In addition, any equity funding may be subject to shareholder approvals in line with legal and regulatory requirements as appropriate. As a result, the Directors continue to monitor and manage the Group's cash and overheads carefully in the best interests of its shareholders.

Whilst the Directors continue to consider it appropriate to prepare the financial statements on a going concern basis the above constitutes a material uncertainty that shareholders should be aware of.

COVID-19 Update

Subsequent to year end, there has been a gradual easing of COVID-19 related restrictions throughout the areas in which the Group operates, resulting in an increase in mobility and operational activities both in Tanzania and South Africa. With the roll-out of the vaccination programs continuing in various jurisdictions in which the Group operates, it is expected that the impact of COVID-19 in the 2021 financial year will gradually subside to a point where operational activities will return to what will be the new normal going forward.

The safety and wellbeing of Katoro's employees and contractors is the highest priority for the Company at this time. Accordingly, in response to the COVID-19 pandemic, and in line with government guidelines, a business continuity programme has been put in place, where employees are being asked to work from home, and limit travel.

The situation and guidance being given in respect of COVID-19 is an evolving one, which the Board will continue to actively monitor.

In this unprecedented time, it is our priority and responsibility to ensure the safety of our team. We will continue to provide updates on our business and operations as necessary. Finally, we would like to take this opportunity to send our very best wishes to all during this difficult time.

Commercial risk

The mining industry is competitive and there is no assurance that, even if commercial quantities of minerals are discovered, a profitable market will exist for the sale of such minerals. There can be no assurance that the quality of the minerals will be such that the Group properties can be mined at a profit. Factors beyond the control of the Group may affect the marketability of any minerals discovered. Mineral prices are subject to volatile price changes from a variety of factors including international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. Ultimately, the Group expects that prior to a development decision; a project would be the subject of a feasibility analysis to ensure there exists an appropriate level of confidence in its economic viability.

Operational risk

Mining operations are subject to hazards normally encountered in exploration, development and production. These include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions which could result in damage to plant or equipment or the environment and which could impact any future production throughout. Although it is intended to take adequate precautions to minimise risk, there is a possibility of a material adverse impact on the Group's operations and its financial results. The Company will develop and maintain policies appropriate to the stage of development of its various projects.

Staffing and Key Personnel Risks

Recruiting and retaining qualified personnel is critical to the Group's success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. While the Company has good relations with its employees, these relations may be impacted by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities. Adverse changes in such legislation may have a material adverse effect on the Group's business, results of operations and financial condition. Staff are encouraged to discuss with management matters of interest to the employees and subjects affecting day-to-day operations of the Group.

Speculative Nature of Mineral Exploration and Development

In addition to the above there can be no assurance that the current exploration programmes will result in profitable mining operations.

The recoverability of the carrying value of exploration and evaluation assets is dependent on the successful discovery of economically recoverable reserves, the achievement of profitable operations, and the ability of the Group to raise additional financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. Changes in market conditions could require material write downs of the carrying value of the Group's assets.

Development of the Group's mineral exploration properties is, amongst others, contingent upon obtaining satisfactory exploration results and securing additional adequate funding. Mineral exploration and development involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. The degree of risk reduces substantially when a Group's properties move from the exploration phase to the development phase.

The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent upon a number of factors, including the size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. In addition, several years can elapse from the initial phase of drilling until commercial operations are commenced.

Political Stability

The Company is conducting its activities in Tanzania and South Africa. The Directors believe that the Governments of Tanzania and South Africa support the development of natural resources by foreign investors and the Directors actively monitor the situation on an ongoing basis. However, there is no assurance that future political and economic conditions in Tanzania and South Africa will not result in the respective governments adopting different policies regarding foreign development and ownership of mineral resources. Any changes in policy affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, may affect the Company's ability to develop the projects.

Uninsurable Risks

The Group may become subject to liability for accidents, pollution and other hazards against which it cannot insure or against which it may elect not to insure because of prohibitive premium costs or for other reasons, such as amounts which exceed policy limits.

Foreign investment risks including increases in taxes, royalties and renegotiation of contracts

The Group is subject to risk arising from the ever-changing economic environment in which its subsidiaries operate, mainly driven by the changing regulatory environment governing corporate taxation, transfer pricing and other investment related operational activities. The Group continues to re-assess its investment decisions in order to limit exposure to the ever-changing regulatory environment in which it operates.

Section 172(1)(a) to (f) of the Companies Act 2006 requires each director to act in the way he or she considers would be most likely to promote the success of the company for the benefit of its members as a whole, with regard to the following matters:

a. The likely consequences of any decision in the long-term

Katoro is a mining exploration and development company. By their natures mining exploration and development projects are complex, capital intensive, last many years and involve a varied group of stakeholders. As such it is extremely important that the board considers all decisions made by the company in the context of their long-term impact on the company. Consequences of such decisions include (but are not limited to) the impact on all stakeholders (with particular care towards local communities), impact on environmental issues in and around project areas and the financial impact on the Company and its ability to function effectively. Katoro Gold is meticulous in its planning, as is required for permitting processes in the mining exploration and development sector. As such, the Company prepares detailed planning documents before initiating any major work programme. Such planning documents assess a variety of factors from community and environmental issues to technical geological and project funding matters. Where appropriate the Company provides copies of these reports on its website (www.katorogold.com) or releases excerpts via the London Stock Exchange's Regulatory News Service.

b. The interests of the company's employees

The health and safety of Katoro Gold's employees is of paramount concern to the board. It is imperative that Katoro Gold provides a safe and secure working environment for all staff. The Company conducts regular Health & Safety reviews and ensures that any operational plans are subject to rigorous scrutiny in their creation and constant monitoring during their implementation.

The Company is a responsible employer in respect to the approach it takes towards employee pay and benefits. These are constantly reviewed.

c. The need to foster the company's business relationships with suppliers, customers and others

Mining exploration and development projects involve a diverse and varied group of stakeholders. These include (but is not limited to) the Company's employees, government officials, local communities, financial backers, shareholders and other suppliers. The Company adopts a transparent and open stance in its dealings with all stakeholders to help build trust. Mining exploration and development projects can only succeed with the full support of all involved.

The board has oversight of the procurement and contract management processes in place and receives regular updates on any matters of significance, as well as approving the awarding of large contracts. The board ensures the company fully adheres to the Bribery Act 2010.

d. The impact of the company's operations on the community and environment

Mining exploration and development projects can have a significant impact on local communities and the environment. The board constantly reviews the impact of its operations on local communities and the environments. Where required, the Company completes detailed surveying work (such as Environmental Impact Assessments) and, where necessary, applies for relevant permits. Such processes require diligence and concentrated effort.

The board ensures it maintains positive relations with local communities, by engaging in local programmes and providing secure employment opportunities.

e. The desirability of the company maintaining a reputation for high standards of business conduct

As a listed Plc, Katoro Gold's reputation for the high standards of its business conduct is paramount. The board makes every effort to ensure it maintains these.

The Company is subject to the disclosure requirements of the AIM Rules for Companies and Financial Conduct Authority's Disclosure Transparency Rules. These comprehensive set of rules enforce a strict discipline upon the Company in terms of the manner, timeliness, subjectivity and content of its public disclosures.

Katoro Gold is also required to complete an annual audit. This is a rigorous analysis of the company's operations and review of the company's policies. The results of this are published each year in the Company's Annual Report.

Katoro Gold also publishes on its website an "AIM 26 Disclosure" (https://katorogold.com/investors/aim-rule-26), which details much of the manner in which the Company is run.

Katoro Gold is committed to corporate governance and adheres to the QCA Corporate Governance Code. The Company's corporate governance statement can be found here - https://katorogold.com/wp-content/uploads/2018/10/QCA-Statement.pdf.

f. The need to act fairly as between members of the company

As a listed company, Katoro Gold is committed to treating its shareholders fairly and delivering shareholder value.

Katoro Gold is registered in England and Wales and is subject to the Companies Act. The Company is also subject to the UK City Code on Takeovers and Mergers. The Company's articles of association, which help define some of the actions between the Company and its shareholders, can be found here https://katorogold.com/investors/corporate-documents/

Condensed Consolidated Financial Results for the year ended 31 December 2020

Condensed Consolidated Statement of Comprehensive Income

 Condensed Consolidated Statement of Financial Position

Condensed Consolidated Statement of Changes in Equity

Condensed Consolidated Statement of Cash Flow

Condensed Consolidated financial results for the year ended 31 December 2019

Note 1 General Information

Katoro Gold PLC ("Katoro" or the "Company") is a company incorporated in England & Wales as a public limited company. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Company's registered office is located at 60 Gracechurch Street, London EC3V 0HR.

The principal activities of the Group are related to the evaluation and exploration studies within a licenced portfolio area with a view to generating commercially viable mineral resources.

The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included a Company only Profit and Loss Account in these Financial Statements. The loss attributable to members of the Company for the year ended 31 December 2020 is £2,088,762 (2019: £668,659).

Going Concern

In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group remains a going concern until such time that revenues are earned through the sale or development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in future. The Directors regularly review cash flow requirements to ensure the Group can meet financial obligations as and when they fall due.

The Group currently generates no revenue and had net assets of £121,876 as at 31 December 2020 (31 December 2019: £177,714). As at year end, the Group had liquid assets in the form of cash and cash equivalent and other financial asset balances receivable of £97,777 and £46,405 respectively. The Group further improved its liquid assets position post year-end following from the successful capital raising as further expended on in note 7.

The Directors have reviewed budgets, projected cash flows and other relevant information, and on the basis of this review and the below, they are confident that the Company and the Group will have adequate financial resources to continue in operational existence for the foreseeable future.

The Group has sufficient funds for its present working capital requirements for the foreseeable future due to the successful capital raising completed post year end, as further expended on in note 21. The Directors though continue to review the Group's options to secure additional funding for its general working capital requirements, alongside its ongoing review of potential acquisition targets and corporate development needs. As the group and company is likely to require additional finance in order to progress work on its current assets and bring them to commercial development and cash generation. Such development are dependent on successful explorations and technical reports and then on securing of further funding. The Directors are confident in this light that such funding will be available, although there is no guarantee as to the terms of such funding or that such funding will be available. In addition, any equity funding may be subject to shareholder approvals in line with legal and regulatory requirements as appropriate. As a result, the Directors continue to monitor and manage the Company's cash and overheads carefully in the best interests of its shareholders.

Whilst the Directors continue to consider it appropriate to prepare the financial statements on a going concern basis the above constitutes a material uncertainty that shareholders should be aware of.

Note 2 Trade and other payables

Note 3 Earnings per share

The calculation of loss per share is based on the following loss and number of shares:

The Group presents basic and diluted EPS data on the basis that the current structure has always been in place. Therefore the number of Katoro shares in issue as at the period end has been used in the calculation. Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Group by the weighted average number of shares in issue during the period.

Katoro has no dilutive instruments in existence.

Note 4 Audited results

These condensed consolidated financial results have been extracted from the audited financial statements but are not itself audited.

Note 5 Share Capital

The called-up and fully paid share capital of the Company is as follows:

A reconciliation of share capital is set out below:

On 14 February 2020, Kibo Energy PLC ('Kibo'), the Company's majority shareholder, and clients of SI Capital, the Company's broker, who both participated in the October 2019 fundraise, have exercised warrants over 1,800,000 and, 3,000,000 Warrant Shares respectively.

On 25 February 2020, Sanderson has elected to immediately convert an initial £100,000 of the £400,000 drawn under the Sanderson Convertible Loan Note ('CLN'); as a result the Company has issued Sanderson with 6,666,667 new Ordinary Shares.

On 04 March 2020, Sanderson has elected to convert the remaining £300,000 of the £400,000 drawn under the Sanderson CLN; as a result the Company has issued Sanderson with 20,000,000 new Ordinary Shares.

On 31 March 2020, £215,000 was raised through the issue of 17,200,000 shares of £0.01 each.

On the 19 May 2020, the company had received notices from certain clients of SI Capital, the Company's broker, who participated in the January 2020 CLN to convert, in aggregate; over £293,000 principal value of the CLN as a result the Company has issued 20,928,564 new ordinary shares.

On the 8 June 2020, the company had received further notices from certain clients of SI Capital, the Company's broker, who participated in the January 2020 CLN to convert, in aggregate; over £17,000 principal value of the CLN as a result the Company has issued 1,214,284 new ordinary shares.

On 25 June 2020, £1.1m (gross) was raised through the issue of 73,333,333 shares of £0.01 each.

On the 17 November 2020, the company had received further notices from certain clients of SI Capital, the Company's broker, who participated in the January 2020 CLN to convert, in aggregate; over £60,000 principal value of the CLN as a result the Company has issued 4,285,713 new ordinary shares.

Note 6 Board of Directors

There were no changes to the board of directors during the interim period, or any other committee's composition.

Note 7 Subsequent events

Results of General Meeting

On 15 January 2021, the Company held a general meeting where the following resolutions were approved by the shareholders eligible to vote thereon:

- authority to the directors to allot new Ordinary Shares up to an aggregate nominal amount of £2,000,000 which includes the issue of Ordinary Shares pursuant to the Placing and Subscription of 48,000,000 ordinary share for the amount of £960,000; and

- authority to issue equity securities up to an aggregate nominal amount of £2,000,000 for cash, including the Ordinary Shares pursuant to the Placing and Subscription of 48,000,000 ordinary share for the amount of £960,000.

Exercise of warrants

On the 9 March 2021, there was an exercise warrants, in aggregate, over 1,000,000 ordinary shares of 1 pence in the Company at an exercise price of 1.5 pence (the 'Warrant Shares'). All funds, amounting to, in aggregate, £15,000, from the exercise of the warrants have been received by the Company and will be used for general working capital purposes.

Credit Loan Note Conversion and Final Settlement

The Company has received further notices from certain clients of SI Capital, the Company's broker, who participated in the January 2020 Convertible Loan Note program to convert, in aggregate, £17,000 in principal value at a conversion price of 1.4 pence per share. As a result, the Company issued the 1,214,285 new ordinary shares of 1 pence each in the Company and following the conversion, the Convertible Loan Note program will have been settled in full with no principal outstanding balance remaining. The CLN accrues interest at 20% per annum on a daily basis and the total accrued interest relating to the foregoing conversions amount to £3,390.68 which has been settled in cash.

Note 8 Going concern

The Group currently generates no revenue and has net assets of £121,876 at 31 December 2020.

After reviewing the Group's financial projections, the directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they adopted the going concern basis in preparing the consolidated financial results.

Note 9 Commitments and contingencies

There are no material contingent assets or liabilities as at 31 December 2020.

Note 10 Segment report

Segmental disclosure per category

Segmental disclosure per geographical location

**ENDS**