N4 Pharma Plc Regulatory News (N4P)

Onzima Ventures PLC

("Onzima" or the "Company")

Final Results

Onzima today announces its audited final results for the year ended 31 December 2015.

The audited Report and Accounts for the year ended 31 December 2015 has been sent to shareholders and will also shortly be available on the Company's website: www.onzimaventures.com.

For further information please contact:

Onzima Ventures PLC Tel: +44 (0) 1732 366561

Gavin Burnell, Luke Cairns

Nominated Adviser

Cairn Financial Advisers LLP Tel: +44 (0) 20 7148 7900

Sandy Jamieson, Liam Murray

Broker

Peterhouse Corporate Finance Limited Tel: +44 (0) 20 7469 0930

Guy Miller, Lucy Williams

The Directors present their Strategic Report on the Company for the year ended 31 December 2015.

REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS

Following the disposal of the historical subsidiaries in October 2015, the Company commenced seeking to implement its investing policy.

INVESTMENTS

On 7 December 2015, Onzima made its first investment acquiring 50,000,000 new ordinary shares in Glenwick plc at a price of 0.1 pence per share, for consideration of £50,000, amounting to 20% of their fundraise.

As a result of the subscription Onzima held 3.63% of Glenwick's issued share capital as enlarged by the placing.

Glenwick is an investing company seeking to acquire companies within the natural resources sector. Initially the geographical focus will be Australasia and North America but it may also consider other regions to the extent that its Board considers that valuable opportunities exist and positive returns can be achieved.

Subsequent to the year-end Onzima disposed of the position receiving the sum of £75,500 net of all costs representing a 50% return on its investment in less than one month.

Subsequent to the year-end Onzima has also made numerous other investments primarily in the natural resources sector.

Some of those positions have been reduced or disposed of and in a number of cases the Company retains a warrant position.

In addition, subsequent to the year end, Onzima has acquired a 49% equity stake in, and provided a £209,000 loan facility to, N4 Pharma Limited an exciting early stage company in the pharmaceutical drug reformulation space.

The Company plans to continue implementing its investing policy and has a number of new opportunities under review.

CHIEF EXECUTIVE OFFICER'S STATEMENT

The year ended 31 December 2015 was transformational for the Company whereby the historical subsidiaries were disposed of and the Company became an Investing Company.

Simultaneous with the disposals and a fundraising of £750,000 before expenses, Luke Cairns and I joined the Board as Directors to seek to implement the investing policy of the Company adopted on 14 October 2015.

We sought to immediately be active but selective in our investments and prior to the year-end we invested £50,000 in to Glenwick plc which we sold one month later at a 50% profit.

During the first half of 2016 we have continued to build the investment portfolio in line with our investing policy, most notably with the acquisition of 49% of N4 Pharma Limited, a very exciting pharmaceutical drug reformulation company.

In addition, we have made numerous investments in the natural resources sector including Alecto Minerals plc, Bushveld Minerals Limited, Ferrum Crescent Limited, Hummingbird Resources plc, Jubilee Platinum plc, MX Oil plc, Prospex Oil & Gas plc and Regency Mines plc.

In a number of cases we have reduced or disposed of our holdings and retained warrant positions.

We have now established an asset trading division and a business development division in order to separate our various positions.

FINANCIAL

During 2015, the Company made a loss from continuing operations of £151,000 (2014: profit of £88,000).

The Company's assets at 31 December 2015 comprised primarily of an investment of £50,000 in Glenwick plc and cash balances amounting to £587,000 (2014: £347,000).

REVIEW OF THE YEAR

In October 2015, Onzima disposed of its subsidiaries and raised gross proceeds of £750,000 before expenses via a placing of new ordinary shares at a price of 0.7 pence per share simultaneously becoming an investing company under the AIM Rules.

Onzima has since commenced implementation of its investing policy and the Board is pleased with progress made. The Company's share price has increased from 0.7p to 1.7p at the time of writing.

OUTLOOK AND STRATEGY

Since the re-financing and disposal of the subsidiaries the Company has made good progress with establishing its portfolio of interesting and attractive investments. The Company also seeks to maintain a reasonable cash balance for the purpose of making new investments.

Since Onzima was restructured in October 2015, the main focus has been on investing in opportunities within the natural resources sector that provide scope to make significant gains in financing their development.

Though the sector remains difficult the strategy has to date been successful and has yielded some reasonable returns details of which shall be set out in the Company's 6 months results for the period ending 30 June 2016.

In order to diversify the portfolio we have also taken a significant stake in N4 Pharma Limited, an early stage but very exciting company within the pharmaceutical space. The market has reacted well to this position and we plan in due course to increase our exposure to this sector.

We believe that we are well placed to make some new and exciting investments and are already in discussions with a view to adding to the portfolio.

Key Developments and Outlook

Following difficult trading circumstances during 2014 and 2015 in which the Company made operating losses, the Company's previous management took action during 2015 to halt the losses through a series of actions, however these alone were not sufficient. Additionally, the cost of maintaining the Company's AIM listing outweighed the benefits. As a result the Board in place at the time came to the conclusion that the funds expended in maintaining the AIM listing would be more effectively utilised in the pursuit of growing the bottom line of the business. The Board negotiated a proposal, which was approved at an Extraordinary General Meeting of the Company on 14 October 2015, to dispose of the issued share capital of Cognito (the IT Services division) and UTN Solutions (the Green technology division).

Following the disposal of the businesses, the company is now classified as an investing company under Rule 15 of the AIM Rules. It adopted an Investing Policy which is available to view in more detail on the Company's website, http://www.onzimaventures.com/.

In line with the Investing Policy, the Board have been very active and sought suitable investments, these have included the acquisition in 2015 and subsequent disposal in early 2016 of equity in Glenwick plc in 2015, which resulted in a 50% return on the original investment of £50,000.

Also subsequent to the year end a further investment the Board has made is N4 Pharma Limited. Onzima acquired a 49% stake in N4 Pharma for £41,000 cash together with the issue of 24,272,807 new ordinary shares in Onzima alongside the provision of a loan facility to N4 Pharma of £209,000. N4 Pharma is a private company that develops new versions of existing widely used drugs to provide an improved patient experience by reformulating them using their patent protected technology platforms Cocrys® and Nuvac®. They continue to make positive progress through research and developing technology that will, following further research, form the basis for discussions with potentialpartners.

Post that investment the Company has made investments in numerous natural resource companies including Alecto Minerals PLC, Bushveld Minerals Ltd, MX Oil plc, Ferrum Crescent Ltd, Hummingbird Resources plc and Prospex Oil & Gas plc. In some cases the company has reduced or disposed of its equity holding and retained a warrant position. This leaves the company well positioned with circa £400,000 of cash at bank for further new investments, supporting existing investments and for general working capital.

It is the Board's intention to continue to seek suitable investments that are in line with investment policy.

The Board intends to review key performance indicators as the business progresses, at this stage of the Company's life cycle, it is not yet able to measure key performance indicators in any meaningful way. The Board intend to publish key performance indicators in future years.

In the meantime, the Board confirm that the historical decision to dispose of Cognito and UTN Solutions achieved the effect of loss of earnings per share to (2.27) pence per share ((0.86) pence per share: 2014).

At the year end the Company had cash at bank is of £0.587m. The cash is the primary asset of the Company and enables it to select suitable investments. As identified as a risk, in time, further funding may be required which with careful and selective investment criteria should be possible to secure.

Since the new Board members have joined the Company the share price has increased from a fundraising price of 0.7p in October 2015 to 1.7p at the time of writing.

Key performance indicators

Given the change in the business during the last year historical KPI's are not appropriate. The Board intends to put in place and review key performance indicators as the business progresses. The Board intend to publish key performance indicators in future years.

G Burnell

Chief Executive Officer

30 June 2016

Directors Report

The directors present their annual report and audited financial statements of Onzima Ventures plc for the year ended 31 December 2015.

Business review and principle activities

The principle activities of the Group during the year prior to disposal comprised of the marketing and support of computer application software, the wholesale and retail merchandising of electric bicycles and the development and deployment of renewable energy solutions.

Following difficult trading circumstances during 2014 and 2015 in which the Company made operating losses, the Company's previous management took action during 2015 to halt the losses through a series of actions, however these alone were not sufficient. Additionally, the cost of maintaining the Company's AIM listing outweighed the benefits. As a result the Board in place at the time came to the conclusion that the funds expended in maintaining the AIM listing would be more effectively utilised in the pursuit of growing the bottom line of the business. The Board negotiated a proposal, which was approved at an Extraordinary General Meeting of the Company on 14 October 2015, to dispose of the issued share capital of Cognito (the IT Services division) and UTN Solutions (the Green technology division).

It is important to recognise that the vast majority of these financial results relate to the historical subsidiaries which have now been disposed of.

Following that disposal the business is now classified as an investing company under Rule 15 of the AIM Rules. It adopted an Investing Policy as set out below.

Investing Policy

The Company will seek to invest a minimum of 75 per cent. of its deployable capital in, and/or acquire companies or interests within, the natural resources sector - in which the new Directors have substantial experience as founders, investors and advisers.

The Company will participate as investors in fundraisings for entities being admitted to trading on AIM, in secondary fundraisings, or where such entities plan to be admitted to trading on an Exchange within 18 months of investment by the Company.

Investments are likely to be held for the short to medium term in the case of publicly-traded holdings and for the longer term in respect of private holdings until there is a liquidity event when the Company may seek to reduce its exposure. There will be no minimum or maximum limit on the length of time an investment is held.

Initially the geographical focus will be Africa and North America but investments may be considered in other regions to the extent that the Board considers that an opportunity exists where significant returns can be made.

The Company may also invest in assets, projects or joint ventures using equity or debt structures, gaining direct exposure. Investments will generally be made on a passive basis unless there is a requirement to provide management or other expertise to the investee entity in seeking to generate positive returns for the Company.

In selecting investment opportunities, the Board will focus on companies, assets and/or projects that it believes are available at attractive valuations and where there is an opportunity to benefit from value uplift. The Company's equity holdings or interests may range from a minority position to 100 per cent. ownership.

The Directors will conduct due diligence appraisals of potential investments, businesses or projects and, where they believe further diligence is required or warranted, intend to utilise appropriately qualified persons to assist. The Directors believe they have a network which is likely to provide various opportunities which may prove suitable.

The Company does not plan to have cross-holdings in entities save where there is a portfolio of related assets outside of the Company's control.

The Board considers that as investments are made, and new investment opportunities arise, further funding of the Company may also be required which is likely to be in the form of equity, until such time as the Company is self-funding.

It is intended that returns for Shareholders will initially be in the form of capital growth, subject to appreciation in the value of the investments made by the Company. In the longer term, if the Company becomes cash generative, then the plan will be to put in place an appropriate dividend policy as appropriate for a Company with its activities at that time.

The Company plans to have a maximum of fifteen investments / interests at any one time. Though there will be no maximum exposure to any one investment, it will generally seek to diversify its portfolio holdings. The Company's financial resources may ultimately be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules requiring shareholder approval.

The Company also intends to acquire over a period of time a diversified portfolio of royalties. These will consist, in varying proportions, of royalties over:

- producing properties purchased at a discount to perceived value;

- producing properties with enhanced production possibilities; and

- non-producing properties where advanced exploration is likely.

It is intended that over the longer term the royalty investments will provide cashflow to finance further investment opportunities, minimising dilution to Shareholders through reduced equity financing requirements.

The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. The Board may also offer New Ordinary Shares in the capital of the Company by way of consideration as well as utilising cash, preserving the Company's cash for additional opportunities and working capital.

Under the Company's investing policy the remaining 25 per cent. of the Company's deployable capital can be invested in to non-natural resource based interests that fit the same criteria as above.

Gavin Burnell

Chief Executive Officer

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2015

1. GENERAL INFORMATION

Onzima Ventures Plc ("the company") and its subsidiaries (together "the Group") were involved in the marketing and support of computer application software and the merchandising of various products, but primarily electric bicycles.

The company sold the subsidiaries on 14 October 2015 and operates now as an investment holding company.

The company is a public limited company, which is quoted on the AIM of The London Stock Exchange and is incorporated and domiciled in the United Kingdom. The address of its registered office is 190 High Street, Tonbridge, Kent, TN9 1BE.

The Group's and company's financial statements for the year ended 31 December 2015 were authorised for issue by the Board of Directors on 30 June 2016 and the balance sheets were signed on the Boards behalf by Gavin Burnell.

2. ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

These financial statements have been prepared on the historic cost basis except where financial instruments are required to be carried at fair value under IFRS.

A separate income statement for the parent company has not been presented as permitted by section 408(4) of the Companies Act 2006. The parent company had a loss of £382,000 (2014: Loss £1,938,000).

The financial statements are presented in pounds sterling, being the functional currency of the parent and all values are rounded to the nearest thousand pounds (£000) except where otherwise indicated.

Going concern

Having reviewed the future plans and projections for the business, the directors are satisfied that the Group has adequate resources to continue to operate for the foreseeable future, a period not less than twelve months from the date of this report. This will also depend on the continuing support from the shareholders and directors. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.

Were the group unable to continue as a going concern, adjustments would have to be made to the statement of financial position of the group to reduce the value of assets to their recoverable amounts, to provide for future liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.

3. SEGMENTAL REPORTING

The Group operated in the United Kingdom, Italy and Spain until it was sold on 14 October 2015.

Prior to disposal, the Group was organised into two principal business segments:

· IT and related services (comprising legal and publishing application software)

· Green technology (comprising electric bicycles, energy saving lamps, educational electronic kits and development of solar power parks)

The company now operates as an investment holding company.

4. PRESENTATIONAL ADJSTMENTS

The prior year results have been restated to reflect the discontinued operation in 2015. Refer to note 7 for more details.

5. OPERATING PROFIT

6. EXCEPTIONAL ITEMS

7. DISCONTINUED OPERATIONS

On the group entered into a sale agreement to dispose of Cognito Software Solutions Limited, UTN Solutions (North) Limited and Tre-Sol Italia srl, which carried out all of the group's operations. The disposal was completed on 14 October 2015 on which date control of Onzima Ventures PLC passed to the acquiror.

The results of the discontinued operations, which have been included in the consolidated income statement, were as follows: (Refer to Note 3)

8. EARNINGS PER SHARE

The inputs to the earnings per share calculation are shown below:

The calculation of basic earnings per ordinary share is based on the profit for the period attributable to equity holders of the parent and the weighted average number of ordinary shares in issue during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive share options.

In view of the group loss for the year, share warrants and options to subscribe for shares in the company are anti-dilutive and therefore diluted earnings per share is the same as basic loss per share.

9. INVESTMENTS

An investment was made on 7 December 2015 where 50,000,000 0.1p placing shares were purchased in Glenwick Plc for £50,000. This gives rise to a 3.63% holding in the company.

10. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

The principal subsidiary undertakings are all wholly owned by the company, are consolidated and include the following:

The company disposed of all subsidiary undertakings on 14 October 2015.

11. CALLED UP SHARE CAPITAL

The deferred shares have no right to dividends nor do the holders thereof have the right to receive notice of or to attend or vote at any General Meeting of the company. On a return of capital on a winding up of the company, the holders of the deferred shares shall only be entitled to receive the amount paid up on such shares after the holders of the ordinary shares have received the sum of £1,000,000 for each ordinary share held by them.

Ultima Networks Plc 2004 Share Option Scheme

The scheme was approved by the AGM held on 28 May 2004. No options to subscribe for ordinary shares of 1p each have been granted under this scheme.

Ultima Networks Plc 2012 Share Option Scheme

The scheme was approved by the AGM held on 26 June 2012, being the Ultima Networks Plc 2012 Share Option Scheme, but no options to subscribe for ordinary shares of 1p each have been granted to date.

Executive Share Option Schemes

Options to subscribe for ordinary shares of 1p each are exercisable in accordance with the 1994 Microvitec Inland Revenue Approved Executive Share Option Scheme. During the year ended 31 December 2014, no options were granted, no options were exercised and no options lapsed.

12. RELATED PARTY TRANSACTION

Gavin Burnell and Luke Cairns who were granted 10,804,840 and 2,701,210 share options respectively. No director has granted or exercised any share options during this or the previous year nor did any lapse.

During the year the Group made purchases form Akhter Group Limited totalling £Nil (2014: £115,000) of this amount, £Nil (2014: £11,000) was payable to Akhter Group Limited as at 31 December 2015. The purchases can be analysed as follows:

As stated above the treasury function is performed on behalf of the company by Akhter Group Limited and will always try to make the most beneficial use of available cash resources. During the year, no monies were loaned by the company to Akhter Group Limited (2014: £Nil) and no monies were borrowed by the company from Akhter Group Limited (2014: £Nil).

During the year the Group made sales to Akhter Group Limited totalling £Nil (2014: £144,000l) of this amount, £Nil (2014: £Nil) was payable by Akhter Group Limited as at 31 December 2015.

SHARE BASED PAYMENT CHARGES

The Company has granted Ordinary Share options to its directors during the year that may be exercised within ten years in whole or in part from the date of the grant at an exercise price of 0.7p per share.

The Black Scholes method was used to calculate the fair value of options at the date of grant.

The table below lists the inputs to the model used for the options granted during the year:

A total share based payment charge of £30,812 was expensed in 2015 in respect of the options granted to the directors

The share options held as at 31 December 2015 are set out in the table below:

Note: A detailed breakdown of directors' options is set out in the Report on Directors' Remuneration.

Additionally, the company has issued 4,051,805 warrants to its brokers, Peterhouse Corporate Finance, for the subscription of Ordinary Shares which may be exercised at any time up to 22 August 2019 at a price of 0.7p per share.

During the year the company recharged its administration expenses to all its subsidiaries as detailed below:

During the year, the fees payable in respect of services rendered by the finance director, Anthony P Klein, amounted to £9,000. These fees were paid to A Klein, a firm in which he is a partner.

13. SUBSEQUENT EVENTS

There have been no significant events after the balance sheet date, other than those disclosed in the Directors' Report and the Strategic Report.