Powerhouse Ener Regulatory News (PHE)

PowerHouse Energy Group plc

("PowerHouse" or the "Company")

Final results for the year ended 31 December 2018

PowerHouse Energy Group plc (AIM: PHE), the UK technology company pioneering hydrogen production from waste plastic and used tyres, is pleased to announce its audited results for the year ended 31 December 2018.

2018 Highlights

Engineering and Research

· Engineering design of Distributed Modular Generation (DMG) for commercial application completed;

- Completion of all air quality modelling & compliance modelling;

- Extensive testing/trials program to align our engineering models resulting in target output increase;

- Outputs tested and commercialisation demonstrated;

· Upgrade of research demonstrator and acquisition of laboratory equipment to enable paid trials to commence;

· Production of electricity started and exported to the University of Chester microgrid;

· Technical assurance activities leading to an Independent validation of the DMG process by DNV GL;

Business Development

· Engaged waste recycling sector companies and attracted significant attention;

· Developed proposals for UK sites and engaged in customer clarification processes;

Financial

· Three successful equity raises with total gross proceeds in year of £3.6m;

· Funds raised were used for Engineering, Research and Business development activities;

· Settled the Hillgrove convertible loan note;

· Secured acceptance by HMRC for EIS investment status;

Post Year end

· Appointment of David Ryan as CEO;

· Undertook operational review to reduce monthly overhead by over 25% and focus on development programme;

· Announced the future development of the first site by Peel Environmental ("Peel") and Waste2Tricity ("W2T") at the Peel Environmental Protos Energy Park in Cheshire;

· Received first revenue contract for supply of engineering services;

· Initiated first paid field trials for customer;

Dr. Cameron Davies, Chairman of Powerhouse Energy PLC, said

"2018 was a breakthrough year for the development of Powerhouse Energy and our Distributed Modular Technology application, our research and engineering design efforts resulted in the finalisation of the commercial design for the DMG process. This design was then independently validated from a safety, technical and operational perspective by internationally recognized risk management company DNV GL.

The interest from potential customers has been overwhelming, culminating in the recent announcement that a customer will install the first DMG process plant at the Protos Energy Park in the coming months. The operation of the DMG on our first sites will be the enabler to allow us to convert our strong proposal pipeline into actual sales for future revenues and ultimate profitability".

The annual report and accounts for the year ended 31 December 2018 will be sent to shareholders shortly and will be available to view on the Company's website: www.powerhouseenergy.net

For more information, contact:

About PowerHouse Energy Group plc

PowerHouse has developed a proprietary process technology - DMG® - which can utilise waste plastic, end-of-life-tyres, and other waste streams to efficiently and economically convert them into syngas from which valuable products such as chemical precursors, hydrogen, electricity and other industrial products may be derived. The PowerHouse technology is one of the world's first proven, modular, hydrogen from waste (HfW) process.

The PowerHouse DMG® process can generate in excess of 1 tonne of road-fuel quality H2, and more than 58MW/h of exportable electricity per day.

The PowerHouse process produces low levels of safe residues and requires a small operating footprint, making it suitable for deployment at enterprise and community level.

PowerHouse is quoted on the London Stock Exchange's AIM Market under the ticker: PHE, and is incorporated in the United Kingdom.

For more information see www.powerhouseenergy.net

Chairman's Statement

2018 was a successful breakthrough year for Powerhouse Energy and our DMG technology. The Company has matured the design of the DMG product, firming up manufactured component selection and with the process design complete we successfully achieved validation of the process design by DNV GL.

During the year we improved the performance of the research demonstrator's and purchased purpose built laboratory equipment that will allow the team at Thornton Science Park at the University of Chester to contract with customers to provide tailored programmes using various plastic and other feedstocks.

Powerhouse Energy will be a technology provider, with paid services for engineering, licensing and operational support. In addition to sales and licensing, our revenues will be augmented by the delivery of specific technical services, pre-sale and in operation - based on this strategy we have successfully applied for EIS status.

With the design complete, we are now able to offer proposals for the application of DMG at a number of waste management customer sites. We are also signing co-operation agreements with potential partners for the application engineering at sites being developed through 2019.

The DMG platform of using unrecyclable waste plastic to both hydrogen and electrical power has generated significant interest and opportunities have arisen for this application from international industrial partners, waste companies and project developers.

Board changes

In February 2019, the Group's Chief Executive Officer, Keith Allaun, stepped down from his role for personal reasons. I would like to thank Keith for his contribution to the Company and his considerable achievements during his tenure.

We recognised that the Company had entered a new phase and that the market demanded technical engagement as part of the sales and delivery process, David Ryan, the Group's technical director, was appointed as the new Chief Executive Officer. With over 38 years of energy industry experience, David was the natural choice to succeed Keith in the role. His international technical project delivery experience and commercial acumen is aligned to the current operations as the Company focusses on the next stage of its development into a sales led, revenue generating and ultimately profitable organisation.

Outlook

As part of our reorganization, and to allow the Company focus on the DMG development programme, we have streamlined our non-core activities and commitments, reduced expenditure and enabled existing capital funds to support the pre-project stage. The financial position will be aided by the revenue generation activities arising from the sale of the first DMG plant and paid trials and laboratory tests to be undertaken for third parties at Thornton.

Our customer engagement programme has advanced significantly with a firm order announced for the first DMG plant. There is strong customer interest with a healthy pipeline of potential orders developed by the sales and application engineering teams.

The Company moved into 2019 funded for the pre-project stage and now, with initial revenue generation, product sales and trialing programmes under way, the indicators are good for a strong sales performance for our waste plastics to hydrogen process for power and hydrogen generation in the coming years.

I am excited that we have completed of our programme of plastic and tyre feedstock testing using the demonstrator at Thornton at a time when worldwide media and government attention is being increasingly focused on solving the problem of waste plastic polluting the oceans and the countryside. It also coincides with huge interest in the use of hydrogen as a replacement environmentally friendly fuel for trucks, ships and trains.

Dr Cameron Davies

Non-Executive Chairman

26 June 2019

Strategic Report

Business Strategy

PowerHouse Energy (PHE) designs, delivers and licenses plastic regeneration processes to generate clean energy. The company product that allows for the regeneration of plastic to power and hydrogen is the Distributed Modular Generation (DMG®). A commercial DMG unit is typically sized for processing a nominal 25 tonnes per day of waste plastics to export typically 2.4MW of electricity and produce up to 2 tonnes of hydrogen. DMG takes waste plastics that cannot be recycled and regenerates them into clean energy that can be separate into hydrogen for delivery either as clean fuel for transport or as a feedstock in other applications in the chemicals and plastics industries.

PHE will sell the product platforms, with associated paid services for engineering, licensing and operational support. In addition to DMG sales and licensing, revenues will be generated by the delivery of technical services, through consulting, pre-sales and in operation. The addition of laboratory equipment and improvement in the performance of the research demonstrator throughout 2018 now allows the Company to offer paid customer feedstock trials and test programmes at Thornton Energy Centre.

Summary of Progress

Throughout 2018 the Company continued its progress to commerciality, with completion of the engineering programme, then validation of the technology by independent consultants DNV GL and subsequently engaging customers. This has put in place the final pieces required to take orders for its products and services.

The first application of the DMG product has now been contracted by Waste2tricity Ltd for a site in North West England. The site has been leased by W2T from Peel Environmental on the Protos Energy Park.

The Company is in further negotiations for contracts for DMG applications at a number of other UK sites.

The strategy following the first commercial site in the UK is to target multiple applications across the UK and also overseas to monetise plastic waste streams in regions where waste problems exist and favourable market conditions prevail. These areas include South East Asia, Japan, Australia and Europe.

Commercialisation

Testing and Modelling

Throughout 2018, customer feedstock tests continued with potential host recyclers offering many different forms of plastic feedstocks for testing in the research demonstrator. These feedstocks included shredded tyres, mixed automotive plastic, cable insulation, shredded labels and mixed plastics, shredded beach waste, SRF and biomass. Through these testing runs we secured the chemical engineering parameters for our 25 tonnes per day commercial plant and detailed design parameters were defined for the control systems for this commercial operation.

Design

The design of the DMG generic process was completed in 2018. The design minimises on-site installation activities, reducing any execution risks as installation consists of engineered, pre-fabricated components, off the shelf skids, pre-assembled piping and structures thus facilitating speedy site installation.

Customer Field Trials

At Thornton we upgraded the day research demonstrator and added a laboratory test unit, designed and manufactured to PHE specification. The Company has now commenced offering the equipment and analytical services to potential customers and also paid trials of plastic and other feedstocks. The laboratory equipment will allow speedy testing responses for specific feedstock modelling. The assets allow validation of the company's chemical engineering assessments and modelling against customers' feedstocks and extending the testing for a broader range of waste feedstocks.

Partnerships

A key success factor for the DMG technology will be our partnerships with waste recyclers, vendors and suppliers and we are seeking to conclude agreements with both local and international partners in 2019.

Our partnership with W2T initiated in 2017 for business development has matured through to W2T signing contracts to act as a project developer for the first DMG process application at Protos.

Sales

From mid 2018 the Company has been engaging with customers. In May 2019, Peel and W2T announced the development of the first commercial operation at the Peel Environmental Protos Energy Park development. This site has immediate potential for supplying power to and taking plastic from local users and this factor has driven W2T and Peel to give precedence in developing this site.

The initial contract for PHE is to commence design, planning and permitting activities and, subject to financial close, the design, supply and licence of the first operational DMG process. The site is at the heart of the North West Hydrogen Hub and Peel have visions for a number of developments with W2T to roll out the technology in the region with a collective desire to work quickly through a programme of delivery of an additional five sites.

The Ellesmere Port site that PHE agreed directly with Peel will be maintained as one of the potential locations. The planning and permitting application material for this site is completed, however our customer considers the Protos site offers immediate significant commercial benefits.

Business Development

During 2018 we progressed the application engineering necessary to assess the feasibility for DMG installation at a number of host sites, where developers co-locate the DMG installation alongside existing independent waste recyclers and sources of non-recyclable plastics. These sites will be worked to development stage for implementation subsequent to successful completion of the first operational site at Protos.

The funding dialogue with developers is intended to support a pipeline of DMG applications on multiple sites and successful conclusion of these negotiations will result in the funding of many sites through 2020 and beyond.

Pipeline of UK Prospects

During the year the advantages of the technology have been demonstrated to a number of internationally recognised waste companies, the technical sales message emphasising the use of proven components and the assurance of the DNV GL Validation has resulted in potential customers accelerating their planning to employ DMG technology.

In the coming year our team will be carrying out further work with the major waste companies to share the technology execution and operational innovations, reduce risk perception within our customer base and enable their investment decisions to be made.

Overseas Pipeline of Prospects

Our engagement in international operations will rely on experienced local partner organisations either as project developers and asset owners or alternatively through industrial partners engaging with us in the design, delivery and operating of the DMG technology.

Our customer engagement and opportunity identification in South East Asia is to attract partners looking to monetise plastic waste streams in regions where waste problems and favourable market conditions exist. In Japan and Korea, for example, where significant market opportunities arise from their rapidly progressing hydrogen economies, the partnership model extends into a multiple roll out of operations to regenerate plastic and create hydrogen.

Within Europe our target is to secure development partners and we aim to develop the current alliances to partnerships through 2019.

Engineering Services, Trialing and Development Sales

The Company is now in a position to provide paid studies for third party applications and will offer proposals for consulting and use of the research demonstrator and laboratory equipment at the Energy Centre, University of Chester as a source of revenues, with the intention that the company can become cash positive at an operational level through 2020.

Market Context

Waste Plastic

The awareness of plastic waste management challenges has never been greater, the market demand for a plastics regeneration solution is strong and it is driving customers, investors in projects and blue chip waste companies to the Powerhouse Energy DMG process. In developed regions, regulations are driving plastic wastes away from landfill and towards alternative routes such as the DMG process. In the developing world where waste management infrastructure is less developed DMG offers a local solution to waste management and to electricity supply.

Hydrogen

The Company strategy is committed to supporting the development of hydrogen economy, primarily within the adoption of fuel cell heavy goods transportation, and in the longer term, flexing of the grid gas specifications to enable DMG produced gasses as well as bio-gas to be added.

During 2018 the Department for Business, Energy & Industrial Strategy set up an initiative for the "Hydrogen Economy" and several trade bodies have been set up or further expanded within the period. Powerhouse has actively engaged with these organisations to achieve be part of the infrastructure plans at the leading edge of the hydrogen market. PHE are active members of the North West hydrogen Hub and the UK Hydrogen and Fuel Cell association.

Intellectual Property

The research and technology development IP is protected within the chemical engineering models and control systems of the process and the Company has been particularly focused on retaining this unique knowledge within the teams. In project development these algorithms will be retained with control equipment that remains under the ownership of the Company.

Notwithstanding this specific knowledge retention, the Company has chosen to protect the IP within a family of generic and specific patent applications. These will mature in parallel with the development programme ensuring that the know-how developed through the engineering, commissioning and operation of the early DMG sites is captured to provide a greater depth of IP and patent protection.

Resources

During 2018 the Company strengthened its commercial and engineering teams, bringing in experienced new staff to aid commercial development and customer engagement.

It intends to continue recruitment in the business development and engineering teams to accelerate engagement with customers and roll out the DMG product to local international customers.

As Technical Director since February 2017 and throughout 2018, the Company benefited from David Ryan's international engineering project delivery experience and commercial acumen to lead its technical development. David's appointment to the CEO role in February 2019 is aligned with the Company's current operations as it focusses on the next stage of corporate development into a revenue generating and ultimately profitable organization. David will recruit the staff and set up the systems to deliver sales and generate licensing and operations revenues.

Finances

Settlement of Hillgrove Convertible Loan Note

The Company was able to complete the settlement of the Hillgrove Convertible Loan Note (the "Note") in 2018 through the issuance and vendor placement of the shares. This enabled PowerHouse to increase its shareholder base whilst freeing the Company to engage further in the Commercialisation programme for its DMG technology.

Equity Raises

The Company had three successful significant equity raises in 2018 :-

· In April 2018 the Company raised £576,000 by way of an equity placing.

· In July 2018 the Company raised £494,000 by way of an equity placing and a further £100,000 via a private subscription for shares.

· In December 2018 the Company raised £650,000 by way of an equity placing.

The funds raised were used to develop the design of the DMG to maturity, initiate the validation of the design and to commence the partnership which will lead to the delivery of the first DMG process platform.

In November 2018 the Company's application for EIS accreditation was approved by HMRC.

Operations Cost Reduction

For 2019 we undertook an operational streamline which encompassed the revision of budgets and a reduction in service providers to bring about a circa 25% decrease in base costs compared to 2018.The managed reduction of company overheads has allowed the business resources to be focused on the first commercial site.

The Company is now seeking to contract engineering services to customers and to build revenue streams via its engineering team and the test rigs at Thornton.

Corporate Social Responsibility

The Company remains committed to Corporate Social Responsibility. The DMG technology has been developed so that it can be operated with minimal detrimental effect and with the positive environmental impact from reducing landfill of unrecyclable plastics.

The Company has also engaged with the academic community through the University of Chester, including the sponsorship of a PhD student to undertake research of gasification.

The Company is committed to local engagement by hiring and training local employees as a commitment within any location. Over the past year, the Company has engaged with the local community, in particular local primary schools, through waste workshops.

Principal Risks and Uncertainties

The Company is subject to various operational risks and the following issues are particularly relevant to the Company's business activities:

Technology Risk

The Company is running a detailed Technology Risk Management Programme derived from its own test and design activities and informed by the DNV GL Technical Assurance process. The selection of components proven in similar service has significantly reduced the risk profile.

Subsequent to the completion of Design activities and selection of key components, we have continued our risk management activities - working with DNV GL to address the items they raised and to put in place specific controls to remove risks associated with production and scale-up. Each item has a detailed work programme and timeline and will be budgeted into the development programme with Technology Risk Management Programme Assurance being provided through DNV GL engagement.

The development of the early adopter sites will remove these technology risk aspects.

Research and Development Activity Risks

Our Research and Development laboratory and testing programme demands the highest level of safety risk management. The design of these systems and their operation have been subject to formal design and functional safety reviews with all activities being subject to risk assessments in accordance with the Company Health & Safety Management processes. The activities completed in 2018 were incident free and this has continued in the year to date.

Financial Risks

- Cashflow risk

The Company's delivery model intends that customers will fund the developments of the DMG process, including the first project. The Company has sufficient existing funds for the pre-project stage and the Company's operational team is intended to become cash generating in 2019 through delivery of engineering and consulting support to customers for feasibility and development services.

When appropriate, the Company will consider the introduction of new equity capital or other sources of funding. The Company manages its cash to ensure creditors are paid in a timely way and in avoiding, where possible, long term spend commitments. Cashflow forecasts are produced regularly to monitor forward spend and to assess funding needs in the short, mid and long term.

During 2018 the Company settled the Hillgrove outstanding convertible loan balance (£1.4m) via the issue of shares and the Hillgrove Debenture has accordingly been removed.

Other financial risks are considered as follows:

- Foreign Currency Risk

The Company does not hold any cash balances in foreign currencies and its only exposure to foreign exchange risk is in the settlement of invoices from overseas suppliers which has been immaterial during 2018. There are no significant international procurement activities planned for the project, however currency fluctuation issues for any international purchases will be considered and mitigated at the time of any purchase order.

- Interest Rate Risk

The Company has no variable rate borrowings that expose it to interest rate risk and as such any movements in interest rates are immaterial to the business.

- Other Financial Risks

The Company does not consider price risk, credit risk or liquidity risk to be material for the assessment of the financial position and performance of the Company.

Manufacturing

PHE undertook a worldwide sourcing of established component manufacturers who can offer proven design, manufacturing and operating experience and these manufacturers will provide design guarantees for the component operation in the DMG process platform.

Execution Risk

Through 2018 the company has engaged with a number of interested parties to deliver Engineering Procurement, Installation and Commissioning services for the DMG process. A number of alternative strategies is now open to customers for the delivery of future plants. The Company will engage with these international execution contractors to deliver the process worldwide with projects delivered on a repeat engineered basis minimizing risk by the use of skidded components with limited hook up demands.

Regulatory Risks

Through the latter part of 2018 and into 2019 the Company has developed the planning and permit for the two sites in Ellesmere Port. In the UK, the application of the DMG on a dedicated site does not require an Environment Agency permit, but a permit granted by the relevant Local Authority. In undertaking the various air quality assessments necessary for permit application, the international independent consultancy Fichtner have demonstrated that the DMG process is fully compliant with the legislative emission levels for operation in UK and throughout the European Union.

Competition

There are a number of waste gasification companies at large commercial scale, however few are active in plastics or are targeting the market of smaller throughput, distributed, multiple sites that PHE is active in. There are also a number of active plastics to liquid companies, many using specific feedstocks, and the application of these processes is currently seen as complementary to the DMG process that can accept the waste plastics rejected by these plants, incinerators or plastics recyclers.

Market Adoption

The development of this market is partly dependent on the restrictions that regulatory authorities are placing upon landfill - in some instances the regulators are applying taxes and charges to landfill, and this allows our customers to charge a gate fee. In other instances, regulators are choosing to enhance feed-in tariff payments allowing our customers additional electricity revenues.

The hydrogen economy take-up varies internationally, and whilst current UK engagement is nascent, the Company is engaging in international environments such as Korea and Japan where the market is established. The Company intends to become actively engaged in these current markets through industrial regional partnerships.

IP Protection

The Company has undertaken the necessary checks to ensure freedom to operate within the process areas addressed by the DMG technology. The research and technology development is protected within the chemical engineering models and these are not released beyond the Company's engineering teams.

The Company has initiated a patent application regime to protect the IP within a series of generic and specific patent applications to mature in hand with the development programme and to allow the full value of engineering and operation to provide a greater depth of IP and patent protection.

The design, control systems and specific modelling of the process chamber is not released beyond the Company's technical teams. The operating control algorithms and the operating control algorithms and schemes will be embedded in the non-accessible black box control maintained under strict access rights with defence-in-depth measures built in.

Staffing Risks

The Company has put in place staff retention measures including training, employee share option schemes and other measures. The management has extensive links into the UK and international energy professional community and will use these links to secure staff through coming growth period.

External Risks

The Company is subject to various risks originating from external events including political, economic, legal, business and financial conditions. The assessment of these risks, their evaluation and mitigation are essential parts of the Company's planning and internal control system.

The following risk factors, which are not exhaustive, are particularly relevant to our current business activities:

Political Risk - Brexit

The Company is subject to the current political risk of Brexit and we note that the issue is becoming a driver for plastics solutions. The Company is investigating various options for a long-term permanent base, including international locations for its operations, and any final selection will be made to accommodate the Brexit outcome.

Regulatory Risk

The regulatory landscape may be subject to change with a new government and in differing geographies. Powerhouse actively monitors and keeps up to date with the regulatory schemes of all geographies in which it anticipates developing projects, allowing the Company to be in a position to adapt to any, and all, emerging regulations as required.

On behalf of the Board

David Ryan

Chief Executive and Director

26 June 2019

Statement of Comprehensive Income

for the year ended 31 December 2018

The notes numbered 1 to 25 are an integral part of the financial information.

Statement of Financial Position

As at 31 December 2018

The financial statements of PowerHouse Energy Group Plc, Company number 03934451, were approved by the Board of Directors and authorised for issue on 26 June 2019 and signed on its behalf by:

David Ryan

Director

The notes numbered 1 to 25 are an integral part of the financial information.

Statement of Cash Flows

For the year ended 31 December 2018

The notes numbered 1 to 25 are an integral part of the financial information.

Statement of Changes in Equity

For the year ended 31 December 2018

The following describes the nature and purpose of each reserve within equity:

The notes 1 to 25 are an integral part of the financial information.

Notes to the Accounts

for the year ended 31 December 2018

1. accounting policies

PowerHouse Energy Group PLC is a Company incorporated in England and Wales. The Company is a public limited company quoted on the AIM market of the London Stock Exchange. The address of the registered office is 10b Russell Court, Woolgate, Cottingley Business Park, Bingley BD16 1PE. The principal activity of the Company is to continue the development of the newly developed PHE G3-UHt Waste-to-Energy System in order to achieve its full commercial roll-out. The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial information.

1.1. Basis of preparation

This financial information is for the year ended 31 December 2018 and has been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use by the European Union and the Companies Act 2006. These accounting policies and methods of computation are consistent with the prior year, unless otherwise stated.

The Company's only UK subsidiary is non-trading and not material. There are also long-term restrictions on the operations of the Company's subsidiaries in the US and Switzerland. With these restrictions in place, the Company is also unable to exert control over the subsidiaries. As such the Company has claimed exemptions applicable to it under Companies Act section 405 (2) and 405 (3b) and IFRS 10 to not present any Consolidated financial statements for the year ended 31 December 2018.

1.2. Judgements and estimates

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements.

The component parts of compound instruments (convertible loans) have a high degree of complexity. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument, the residual equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. These are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. In classifying the instruments it has been assessed that there is no equity element in relation to the convertible loan notes.

Other areas involving a higher degree of judgements or complexity, or areas where assumptions or estimates are significant to the financial statements such as the impairment of investments, share based payments (share options and warrants) and going concern are disclosed within the relevant notes.

1.3. Going concern

The financial statements have been prepared on a going concern basis, notwithstanding the Company having a total comprehensive loss of £2.35m (2017: £1.87m) and net operating cash outflows of £1.9m (2017:1.5m). However, the Directors believe the going concern basis to be appropriate for the following reasons:

The Directors have prepared working capital projections which show that, along with cash balances in hand at 31 December 2018, the signed agreements for all Directors and certain contractors to waive any future remuneration or fees for themselves, and support from one of its shareholders (who is also a Director of the Company), the Company will have sufficient funding to be able to continue as a going concern.

In relation to the support of one of its shareholders, the Directors have been provided with a letter of support, where the said shareholder has indicated to the Directors that he intends, for at least 12 months from the date of the approval of these financial statements, to make available a maximum sum of £300,000. In addition, the Directors are also of the opinion that they can raise further funds as and when required.

The Directors consider that these should enable the Company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. If the support of shareholders ceased or the Company was unable to raise further funds it would need to seek alternative finance in order to be able to remain as a going concern.

The financial statements do not include the adjustments that would result if the Company is unable to continue as a going concern.

1.4. Foreign currency translation

The financial information is presented in sterling which is the Company's functional currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are revalued to the exchange rate at date of settlement or at reporting dates (as appropriate). Exchange gains and losses resulting from such revaluations are recognised in the Statement of Comprehensive Income.

Foreign exchange gains and losses are presented in the Statement of Comprehensive Income within administrative expenses.

1.5. Revenue

The Company provides engineering services for the application of the DMG Technology, the intellectual property which the Company owns. Revenue from providing services is recognised in the accounting period in which services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided to the extent to which the customer receives the benefits. This is determined based on the actual labour hours spent relative to the total expected labour hours.

Where contracts include multiple performance obligations as specified by the work scope, the transaction price will be allocated to each performance obligation based on estimated expected cost plus margin.

Estimates of revenues, costs or extent of progress toward completion of services are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Company exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

If a contract includes an hourly fee, revenue is recognised in the amount to which the Company has a right to invoice.

1.6. Operating Leases

Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term.

1.7. Finance expenses

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

1.8. Income tax expense

The tax expense for the period comprises current and deferred tax.

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

Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Temporary differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying temporary differences can be deducted.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the temporary differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

1.9. Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Cost represents the cost of acquisition or construction, including the direct cost of financing the acquisition or construction until the asset comes into use.

Depreciation on property, plant and equipment is provided to allocate the cost less the residual value by equal instalments over their estimated useful economic lives of 3 years, once the asset is complete.

The expected useful lives and residual values of property, plant and equipment are reviewed on an annual basis and, if necessary, changes in useful life or residual value are accounted for prospectively.

1.10. Other non-current assets

Other non-current assets represent investments in subsidiaries. The investments are carried at cost less accumulated impairment. Cost was determined using the fair value of shares issued to acquire the investment.

1.11. Financial assets

The Company classifies financial assets as loans and receivables within current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as noncurrent assets. Assets are initially recognised at fair value plus transaction costs. Loans and receivables are subsequently carried at amortised cost using the effective interest rate method.

1.12. Trade and other receivables

Trade receivables are initially recognised at fair value. Subsequently they are carried at amortised cost less any provision for impairment.

1.13. Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits and are recognised and subsequently carried at fair value.

1.14. Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

1.15. Financial liabilities

Loans are financial obligations arising from funding received and used to support the operational costs of the Company. These are initially recognised at fair value. Loans are subsequently carried at amortised cost using the effective interest method.

1.16. Adoption of new and revised standards

(i) New and amended standards adopted by the Company

New and amended standards for the current period and effective from 1 January 2018 have been applied by the Company, including:

There are no transition adjustments relating to the adoption of these standards.

(ii) Standards issued but not yet effective

There were a number of standards and interpretations which were in issue at 31 December 2018 but were not effective at 31 December 2018 and have not been adopted for these Financial Statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Company's financial statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Company and will be incorporated in the preparation of the Company financial statements from the effective dates noted below.

Effective from 1 January 2019:

· Annual Improvements to IFRS Standards 2015-2017 Cycle

· Prepayment Features with Negative Compensation (Amendments to IFRS 9)

· Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)

· Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)

· IFRS 16 'Leases'

Effective from 1 January 2020:

· Definition of a Business (Amendments to IFRS 3)

· Definition of Material (Amendments to IAS 1 and IAS 8)

· Amendments to References to the Conceptual Framework in IFRS Standards

Effective from 1 January 2021:

· IFRS 17 'Insurance Contracts'

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

1.17. Impairment

(i) Impairment review

At each balance sheet date, the carrying amounts of assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis. A cash generating unit is the group of assets identified on acquisition that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of assets or cash generating units is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

(ii) Reversals of impairments

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.18. Share based payments

Share based payments are made to employees and third parties and all are equity settled.

(i) Third party provision of services

a) Via issue of shares

Contractors receive remuneration in the form of share-based payments, whereby services are provided and settled by the issue of shares. The cost of equity settled transactions is determined at the fair value of the services provided, based upon invoiced amounts or formal agreements in place with suppliers.

b) Via issues of share warrants

The Company also issues share warrants to third parties in relation to services provided by suppliers. The cost of equity settled transactions is determined at the fair value of the services provided, based upon invoiced amounts or formal agreements in place with suppliers. Where no fair value of services can be directly obtained, the fair value at the grant date is determined using the Black and Scholes valuation model. At each reporting date the Company revises its estimates of the number of options that are likely to be exercised with any adjustment recognised in the income statement.

(ii) Directors and employees

c) Via issues of share options

The Company has issued share options to Directors and employees through approved and unapproved option plans. The fair value of options issued is determined at the date of grant and is recognised as an expense in the Income Statement. The fair value at the grant date is determined using the Black and Scholes valuation model. At each reporting date the Company revises its estimates of the number of options that are likely to be exercised with any adjustment recognised in the income statement.

Where share-based payments give rise to the issue of new share capital, the proceeds received by the Company are credited to share capital and share premium when the share entitlements are exercised.

1.19. Segmental reporting

An operating segment is a component of the Company:

• that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Company);

• whose operating results are reviewed regularly by the Company's chief decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

• for which discrete financial information is available.

1.20. Research and development

An internally generated intangible asset arising from development is only recognised where all of the following have been demonstrated: (i) the technical feasibility of completing the asset; (ii) the intention to complete the asset and the ability to use or sell it; (iii) the availability of resources to complete the asset; and (iv) the ability to reliably measure the cost attributable to the asset during its development.

In all other instances research and development expenditure is recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

2. Revenue

The Company has not entered into any contracts as at the year end which would give rise to revenue. As such, the Company has nothing additional to disclose in relation to any contract balances, transaction price allocated to the remaining performance obligations arising from contracts or assets recognised from the costs to obtain or fulfil a contract with a customer as required by IFRS 15.

3. Staff costs

The number of average monthly employees (including Directors not paid via payroll) are as follows:

The total number of employees as at 31 December 2018 (including Directors not paid via payroll) was 5 (2017: 6).

4. Administrative expenses

There are no other fees paid to the Company's auditor other than those disclosed above.

5. Finance costs

6. Income tax and deferred tax

As the Company incurred a loss, no current tax is payable (2017: £nil). In addition, as there is no certainty about future profits from which accumulated tax losses could be utilised, accordingly no deferred tax asset has been recognised. The Company has submitted a claim for research and development tax credits relating to the 2017 tax year and amounting to £144,796 (2017: £nil) which has been recognised in the accounts. Accumulated tax losses amount to an estimated £9.5 million (2017: £8 million) and reflect tax losses submitted in tax returns and arising during the period less any relief take for research and development credits. The tax credit rate is lower (2017: lower) than the standard rate of tax. Differences are explained below.

7. Loss per share

As at 31 December 2018, the share options and warrants in issue are not considered to have any dilutive effect in accordance with IAS 33.

For the year ended 2017, the following instruments were excluded from the diluted loss per share calculation due to being anti-dilutive but could be dilutive in the future and are therefore disclosed in accordance with IAS 33.

Shares issued since the year end are disclosed in note 24.

8. Property, plant and equipment

9. Investments

Investments relate to costs of investments in subsidiary undertakings, namely in PowerHouse Energy, Inc, Pyromex AG and PowerHouse Energy UK Limited. PowerHouse Energy, Inc. is incorporated in California in the United States of America and the Company holds 100 per cent of the common stock and voting rights of the subsidiary. Pyromex AG is based in Zug, Switzerland and the Company holds 100 per cent of the shares and voting rights of the subsidiary. PowerHouse Energy UK Limited is a wholly owned UK based dormant company.

The registered address of PowerHouse Energy Inc is 145 N Sierra Madre Blvd Pasadena, CA 91107, USA.

The registered address of Pyromex AG is Chollerstrasse 3, CH-6300, Zug, Switzerland.

The registered address of PowerHouse Energy UK Limited is 10b Russell Court, Cottingley Business Park, Bingley, UK BD16 1PE.

10. Trade and other receivables

11. Cash and cash equivalents

12. Trade and other payables

Capital commitments not accrued for at the year end amounted to £nil (2017: £Nil).

13. Financial assets and financial liabilities

14. Operating leases

Future minimum rentals payable under non-cancellable operating leases are as follows:

15. Loans

Hillgrove Investments Pty Limited ("Hillgrove") provided the Company with a convertible loan agreement, the amount of which increased from time to time at Hillgrove's option and based upon Company needs. The loan was secured by a debenture over the assets of the Company and carried interest of 15 per cent per annum. Hillgrove had the option at any time to convert the loan in part or whole at a conversion price of 0.5p per share.

In February 2017 Hillgrove accepted a settlement of this loan for a £2 million cash pay-out, which was paid during 2017, and the conversion of the residual balance of £1,402,155 into newly issued share capital of the Company at the previously agreed 0.5p conversion price, amounting to 280,430,920 shares. On 1 February and 23 April 2018 the Company issued 215,686,275 and 64,744,645 ordinary shares of 0.5p respectively at the agreed price of 0.5p in final settlement of the loan balance of £1,402,155. As a result, Hillgrove released the debenture it held over the assets of the Company.

16. Share capital & share premium

(i) Number of shares

(ii) Value in £

All ordinary shares of the Company rank pari-passu in all respects.

None of the deferred shares carry any voting rights or any entitlement to attend general meetings of the Company. They carry only a right to participate in any return of capital once an amount of £100 has been paid in respect of each ordinary share.

On 19 January 2017 the Company issued 35,714,285 ordinary shares of 0.5p each at a price of 0.7p each amounting to £250,000 before issue costs.

On 15 February 2017 & 15 March 2017 the Company issued 250,000,000 and 62,500,000 ordinary shares of 0.5p each respectively at a price of 0.8p each amounting to £2,500,000 before issue costs.

On 27 June 2017 the Company issued 7,460,035 ordinary shares of 0.5p each at a price of 0.9p each amounting to £70,000 before issue costs.

On 24 August 2017 the Company issued 160,000,000 ordinary shares of 0.5p each at a price of 1.0p each amounting to £1,600,000 before issue costs.

On 31 August 2017 the Company issued 8,000,000 ordinary shares of 0.5p each at a price of 1.0p each amounting to £80,000 before issue costs.

On 31 August 2017 the Company issued 5,263,158 ordinary shares of 0.5p each at a price of 0.8p each amounting to £40,000 before issue costs.

On 5 February and 25 April 2018, the Company issued 215,686,275 and 64,744,645 ordinary shares of 0.5p respectively at the agreed price of 0.5p in final settlement of the outstanding loan balance due to Hillgrove of £1,402,155.

On 25 April 2018 the Company issued 115,255,355 ordinary shares of 0.5p each at a price of 0.5p amounting to £576,277 before issue costs.

On 23 May 2018 and 14 June 2018, the Company issued 10,000,000 and 7,894,737 ordinary shares of 0.5p each at a price of 0.5p and 0.76p respectively in settlement of services provided.

On 13 July 2018 the Company issued 98,907,004 ordinary shares of 0.5p each at a price of 0.5p each amounting to £494,035 before issue costs.

On 3 August 2018 the Company issued 20,000,000 ordinary shares of 0.5p each at a price of 0.5p each amounting to £100,000 before issue costs.

On 14 August 2018 the Company issued 797,607 and 11,707,317 ordinary shares of 0.5p each at a price of 0.5015p and 0.5125p each respectively in settlement of services provided.

On 17 August 2018 the Company issued 6,000,000 ordinary shares of 0.5p each at a price of 0.5p each amounting to £30,000 before issue costs.

On 22 October 2018 the Company issued 12,000,000 ordinary shares of 0.5p each at a price of 0.5p each in settlement of services provided.

On 26 October 2018 the Company issued 16,666,667 ordinary shares of 0.5p each at a price of 0.6p each amounting to £100,000 before issue costs.

On 10 December 2018 the Company issued 130,000,000 ordinary shares of 0.5p each at a price of 0.5p each amounting to £650,000 before issue costs.

On 14 December 2018 the Company issued 10,000,000 ordinary shares of 0.5p each at a price of 0.5p each amounting to £50,000 before issue costs.

17. Accumulated deficit

18. Convertible Instruments

18.1 Hillgrove

In February 2017 Hillgrove exercised the right to convert part of its loan to shares, further details are detailed in note 15.

19. Share based payments

The expense recognized for share based payments during the year is shown in the following table:

The was one modification made in 2018 for an award of warrants as disclosed in note 19.2 for the warrants awarded for third party services on 4 July 2017.

The were no liabilities recognised in relation to share based payment transactions.

19.1 Share options for Directors and employees

The Company has put in place various options schemes for Directors and employees as follows:

On 8 December 2014, the Company granted 11,000,000 options over ordinary shares to the Board, under the PowerHouse Energy Group plc Unapproved Share Option Plan 2011. The options may be exercised between the grant date and the tenth anniversary of the grant date and will lapse if not exercised during that period.

On 7 March 2016, the Company granted 11,000,000 options over ordinary shares to the Board, under the PowerHouse Energy Group plc Unapproved Share Option Plan 2011. The options may be exercised between the grant date and the fifth anniversary of the grant date and will lapse if not exercised during that period.

On 6 March 2018, the Company granted 32,100,000 options over ordinary shares to employees, including a Board member, under the PowerHouse Energy Group PLC 2018 EMI Option Scheme. The options vest to the employees over a period of 24 months and are exercisable between the relevant vesting dates and the tenth anniversary of the grant date and will lapse if not exercised during that period.

On 6 March 2018, the Company granted 60,000,000 options over ordinary shares to Board members (apart from Robert Keith Allaun who was awarded share options under the PowerHouse Energy Group PLC 2018 EMI Option Scheme as explained above), under the PowerHouse Energy Group PLC 2018 non-employee Share Option Plan. The options vest to the Board members over a period of 24 months and are exercisable between the relevant vesting dates and the tenth anniversary of the grant date and will lapse if not exercised during that period.

The movement of share options in the year are as follows:

\* The weighted average share price at the date of exercise of these options was 0.44p.

The weighted average remaining contractual life for the share options outstanding as at 31 December 2018 was 7.8 years (2017: 4.8 years)

The weighted average fair value of share options granted in the year was 0.32p (2017: not applicable).

The range of exercise prices for options outstanding at the year end was 0.6p to 2.5p (2017: 0.75p to 2.5p).

The number of options outstanding at 31 December 2018 are as follows:

Since the year end 24,333,333 options have been forfeited.

No share options expired in the year.

The estimated fair value of the options issued during the year was calculated by applying the Black-Scholes option pricing model. The assumptions used in the calculation were as follows:

* the calculation applies a 25% discount for small companies

** expected future volatility of 70% based on historic volatility and the volatilities of similar sized companies.

19.2 Warrants for third party services

The Company has issued warrants in respect of services provided by consultants as part of their service arrangements. It has also issued warrants to participating shareholders in respect of certain fund raises. No share based payment charge is recognised for warrants issued to participating shareholders as they are outside of the scope of IFRS 2.

Details of warrants which have been issued are as follows:

On 4 July 2017, the Company granted 5,000,000 warrants to a consultant. The options may be exercised between the grant date and the third anniversary of the grant date and will lapse if not exercised during that period. At the date of grant the share price was 0.85p and the warrants have an exercise price of 1p per share. During 2018, the Board approved a reduction in the exercise price to 0.5p. The impact of the modification of the exercise price has been recognised in the share based payment charge for the year. The incremental fair value resulting from this was £14,268 as measured using the Black-Scholes model. They adjusted inputs are as disclosed below.

On 13 July 2018 and 3 August 2018, the Company granted one warrant for every two shares subscribed for to subscribers in fund raises confirmed on those dates. The July grant also included warrants granted to the Company's broker as part of its service arrangement in relation to the fund raise. Warrants of 54,343,852 (of which 4,940,350 were granted to the company's broker) and 10,000,000 respectively were granted. The options may be exercised between the grant date and the second anniversary of the grant date and will lapse if not exercised during that period. At the date of grant the share price was 0.44p and 0.31p respectively, and the warrants have an exercise price of 0.5p per share.

On 10 December 2018, the Company granted 7,800,000 to the Company's broker as part of its service arrangement in relation to the fund raise arising on that date. The options may be exercised between the grant date and the second anniversary of the grant date and will lapse if not exercised during that period. At the date of grant the share price was 0.57p and the warrants have an exercise price of 0.5p per share.

Warrants in respect of services provided:

The movement of warrants issued for share based payments in the year are as follows:

* The exercise price of all the outstanding warrants outstanding at 1 January 2018 was modified in the year as explained above.

The weighted average remaining contractual life for the share warrants outstanding as at 31 December 2018 was 1.7 years (2017: 2.5 years)

The weighted average fair value of share warrants granted in the year was 0.15p (2017: 0.61).

The exercise price for warrants outstanding at the year end was 0.5p (2017: 1p).

The number of warrants, which have been included for share based payment purposes, outstanding at 31 December 2018 are as follows:

The Company is required to assess the fair value of instruments issued in respect of services received, with such value charged to the Income Statement. The estimated fair value of the warrants issued during the year was calculated by applying the Black-Scholes option pricing model. The assumptions used in the calculation were as follows:

* the calculation applies a 25% reduction for small companies

** after modification of exercise price as explained above

*** expected future volatility of 70% based on historic volatility and the volatilities of similar sized companies

Warrants issued to participating shareholders

Warrants issued to participating shareholders are outside the scope of IFRS 2 and no share based payment charges have been recognised on them. On initial recognition the warrants' cost was deducted from equity as it represents the cost of shares issued to investors. As the agreements had a fixed-for-fixed requirement, they are also recognised as equity at the same time. As such, there is nil net impact on equity and has not been included in the statement of changes in equity.

The number of warrants issued to participating shareholders, which have not been included for share based payment purposes, outstanding at 31 December 2018 are as follows:

The estimated fair value of the warrants issued during the year was calculated by applying the Black-Scholes option pricing model. The assumptions used in the calculation were as follows:

* the calculation applies a 25% reduction for small companies

** expected future volatility of 70% based on historic volatility and the volatilities of similar sized companies

All warrants

The number of all warrants outstanding at 31 December 2018 are as follows: