Tricor Regulatory News (TRIC)

28 September 2012

Tricor plc

("Tricor", the "Group" or the "Company")

Final results for the year ended 31 March 2012

Tricor announces its full year results for the 12 months ended 31 March 2012. A copy of Tricor's annual report and accounts will shortly be posted to shareholders and be made available on the Company's website, www.tricor-plc.co.uk.

Enquiries:

Chairman's Statement

The Group made a trading loss of £1,534,000 against a £2,648,000 loss in 2011. This was primarily due to the costs relating to the Cambodian project, which has not progressed.

The Company has been aggressively pursuing the VAT claim and has appointed new lawyers. The Board has been advised that recent rulings in the European courts increases the chances of the Company prevailing in its VAT claim. The Board expects the claim to be concluded sometime in 2013. 

Following the approval of the investing policy in October 2011, the Company continues to seek acquisitions that may amount to a reverse takeover or investments in line with the investing policy, whilst continuing the pursuit of the VAT claim.

Although the Company has been in advanced discussions with a number of parties, it has not been able to agree the terms for a reverse takeover transaction due to the uncertainty associated with the VAT claim. Accordingly, the Board will try to make other investments to try to implement its investing policy in the short term. In the meantime, trading in the Company's shares on AIM will be suspended from 28 September 2012. If the investing policy has not been implemented by 27 March 2013, the Company's admission to trading on AIM will be cancelled, pursuant to the AIM rules. The Board will make every reasonable effort to ensure this does not occur and will try to implement the investing policy as soon as possible in order that trading on AIM can be restored. Announcements will be made as and when appropriate.

Chan Fook Meng

Chairman

27 September 2012

Investing Policy

The Company's Investing Policy is to focus on building up businesses, or alternatively identifying and acquiring quoted and unquoted businesses, which are involved in:

1. Providing services and facilities to support, assist and serve the natural resources industries, in particular exploration, mining and extraction of resources. The services and facilities that are to be within the scope of the Investing Policy will include management services, transportation, logistics, processing, testing and storage. The Investing Policy w ill extend to companies and businesses that are engaged in trading of natural resource products and commodities, including but not limited to coal, owning natural resources, mines and tenements and exploration and extraction rights for natural resources of any kind, developing and construction of infrastructure for transportation, including building roads and building and owning plants for the conversion and processing of coal to useable fuel in each case in any part of the World; and

2. Developing carbon credits through forestry and other emissions-related activities and providing the sales and financial infrastructure to monetise carbon credits in the international markets.

By actively investing in businesses w ith complementary areas of expertise, which may for example include in relation to the natural resource sector, exploration, processing, inspection, testing, aviation, maintenance and similar activities, the directors of Tricor (the "Directors") believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries. The Directors also intend to continue to make minority investments in such businesses w here the Company would be a passive investor, but w here those investments provide the opportunity for enhancing the grow prospects of the Company.

With regard to the acquisitions that the Company expects to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired and with suitable metrics applied. The Company may invest by w ay of hiring appropriate persons to build up a business or by outright acquisition or by the acquisition of assets, including intellectual property, of a relevant business or via establishing partnerships or joint venture arrangements. Such investments may result in the Company acquiring the w hole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange and which may be pre-revenue) and such investments may constitute a minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights or other financial instruments as the Directors deem appropriate.

The Company will be both an active and a passive investor and the Directors w ill place no minimum or maximum limit on the length of time that any investment may be held. There is no limit on the number of projects into which the Company may invest nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the World. There are no borrowing limits in the articles of association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the ordinary shares of 0.01 of one penny each in the capital of the Company ("Ordinary Shares").

There are no restrictions on the type of investment that the Company might make nor on the type of opportunity that may be considered other than as set out in this Investing Policy. As the Ordinary Shares are traded on AIM this provides a facility for holders of Ordinary Shares ("Shareholders") to realise their investments in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, schemes of arrangement or liquidation.

The financial statements were approved and authorised for issue by the board of directors on 27 September 2012 and were signed on its behalf by:

Chan Fook Meng

Director

27 September 2012

Company Registration No: 02709891

Share capital (deferred and ordinary) is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.

Other reserves represent a merger reserve and the equity portion of non-interest bearing loans.

Share based payment reserve is described in detail in Note 21 to the accounts.

 Retained loss represents the cumulative losses of the company attributable to owners of the company.

1. GENERAL INFORMATION

Tricor is a company incorporated in England and Wales and quoted on AIM market of the London Stock Exchange. The address of the registered office is Finsgate, 5-7 Cranwood Street, London EC1V 9EE. The principal activity of the Group in the period under review was development of a carbon credit business and pursuit of investments in line with the Company Investing Policy.

2. ACCOUNTING POLICIES

2.1 Going concern

The financial statements have been prepared on the assumption that the group is a going concern. When assessing the foreseeable future, the directors have looked at a period of 12 months from the date of approval of this report.

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on page 3. In addition note 3 to the financial statements includes the group's objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposures to credit risk and liquidity risk.

On the basis of the cash balance held at the date of the report and the remaining investment facility that can be drawn down of £90,000 and the planned activities in the next 12 months and after making enquiries, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

2.2 Basis of preparation

These consolidated financial statements are prepared under applicable law and International Financial Reporting Standards (IFRS's) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with provisions of the Companies Act 2006.

The following IFRS, IFRIC interpretations and amendments have been issued and effective for the first time in this financial period that have had a material impact on the Group.

IFRIC 19, 'Extinguishing financial liabilities with equity instruments', is effective for annual periods beginning on or after 1 July 2010. The interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability qualify as consideration paid. The equity instruments issued are measured at their fair value. In case that this cannot be reliably measured, the instruments are measured at the fair value of the liability extinguished. Any gain or loss is recognised in profit or loss.

There are no other IFRS or IFRIC interpretations that are effective that would be expected to have a material impact on the Group.

There are no IFRS or IFRIC interpretations and amendments that are not yet effective that would be expected to have a material impact on the Group.

2.3 Consolidation

2.3.1 Subsidiaries

Subsidiaries are all entities over which Tricor Plc has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to Tricor Plc. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed or adjusted upon consolidation where necessary to ensure consistency with the policies adopted by the group.

2.3.2 Intangibles

Licence

Separately acquired licences are shown at historical cost. Licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of the licence over its estimated useful life of five years. The licence has been fully impaired in the period.

2.4 Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2.5 Investments

Fixed assets investment is carried at cost less provision for diminution in value. The carrying value is calculated based on the fair value and expected recoverability of the investments.

2.6 Property, plant and equipment

Tangible non-current assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its estimated useful life, at rates between 15% and 33.3% on reducing balances.

The asset's residual values and useful economic lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other losses or gains in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to retained earnings.

2.7 Revenue recognition

Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.

2.8 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differed from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The entity's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

2.9 Deferred tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.10 Operating leases

Assets held under finance leases are initially recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are treated as reduction of the lease obligation on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in the periods in which they are incurred.

Rental leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement.

2.11 Segment reporting

Operating segments are identified on the basis of internal reports about components of the company that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.

2.12 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

2.13 Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that the trade receivable is impaired.

2.14 Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.15 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the year of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Financial instruments are classified as equity instruments if the following conditions are met: The instrument includes no contractual obligation to deliver cash or another financial asset or to exchange the financial asset or financial liability under conditions that are unfavourable to the company; and, if the instrument may or will be settled in the company's own equity instrument, it is: a non-derivative that includes no contractual obligation for the issues to deliver a variable number of its own equity instruments; or, a derivative that will be settled by the company exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. For this purpose the company's own equity instruments do not include instruments that are themselves contracts for the future receipts or delivery of the company's own equity instruments.

2.16 Financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

Non-derivative financial instruments are recognised initially at fair values, plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

A financial instrument is recognised when the group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the group's contractual rights to the cash flows from the financial assets expire or if the group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e. the date that the group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the group's obligations specified in the contract expire or are discharged or cancelled.

2.17 Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the group at the balance sheet date approximated their fair values, due to the relatively short term nature of these financial instruments.

The company provides financial guarantees to licensed banks for credit facilities extended to subsidiary companies. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote.

2.18 Share-based compensation

The fair value of the employee's, directors' and suppliers' services received in exchange for the grant of the options and warrants are recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options and warrants are exercised.

2.19 Share capital

Ordinary and deferred shares are classified as equity. Other types of equity instruments are those as described in 2.15.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.20 Functional currency translation

i) Functional and presentation currency

The financial statements are presented in pounds sterling (£), which is both the group's presentation and functional currency.

i) Transactions and balances

Foreign currency transactions are translated into the presentational currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

2.21 Critical accounting estimates and judgements

The preparation of consolidated financial statements requires the group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below:

(a) Impairment of intangibles (other than goodwill)

Intangible assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is determined based on value in use calculations prepared on the basis of management's assumptions and estimates.

(b) Share-based compensation

The fair value of options and warrants are determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

3. FINANCIAL RISK MANAGEMENT

General objectives, policies and processes

The board has overall responsibility for the determination of the group and company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the group's finance function. The board receives regular reports from the group chief financial officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The group is exposed through its operations to the following financial risks:

• Liquidity risk;

• Credit risk;

• Interest rate risk; and

• Market risk.

The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the group and company's competitiveness and flexibility. There have been no substantive changes in the group's and company's exposure to financial instrument risks, their objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Further details regarding these policies are set out below:

Principal financial instruments

The principal financial instruments used by the group and company, from which financial instrument risk arises are as follows:

• Trade and other receivables;

• Cash and cash equivalents;

• Trade and other payables;

• Borrowings; and

• Non-interest bearing loans.

Liquidity risk

The group's and company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, they seek to maintain readily available cash balances to meet expected requirements for a period of at least 60 days. The group currently has a good working capital cycle. The business is mainly funded from the long term convertible loan notes of approximately £3.0 million. A number of the convertible loan notes were converted into ordinary shares in the year and shortly after the reporting period.

Rolling cash forecasts identifying the liquidity requirements of the group and company are produced frequently. These are reviewed regularly by management and the board to ensure that sufficient financial headroom exists for at least a 12 month period.

Credit risk

The credit risk on liquid funds is limited because the counterparties are banks with investment grade credit ratings assigned by international credit rating agencies.

Interest rate risk

The group does not have formal policies on interest rate risk. However, the group's exposure in this area (as at the balance sheet date) was minimal.

The group's unsecured convertible loan notes in issue total £3,015,000 do not carry any interest.

Market risk

The market may not grow as rapidly as anticipated and the group may not be able to find an investment that is appropriate to its needs. There is no certainty that the group will be able to achieve its projected levels of cash flows.

Capital risk management

The group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust capital structure, the group may adjust the amount of issuing new shares or sell assets to reduce debt.

The group monitors capital on the basis of the gearing ratio, the ratio; is calculated as net debt divided by total capital. The gearing ratio has increased to 854% from 366% in 2011; the directors are consistently striving to reduce the gearing ratio by converting the convertible loan notes into share capital in the immediate future. The gearing ratios were as follows:

The average monthly number of employees during the period was as follows:

Details of the directors' emoluments:

For details of share options granted to directors, please see Note 21.

5. Segmental analysis

The group operated in no other geographical location other than the United Kingdom. There is also no segmental area of operations.

6. Revenue

There were no sales in the current period. In the prior period the company made sales of 2,435,000 in electronic products. This is disclosed within discontinued activities in note 27.

The analysis of administrative expenses in the consolidated income statement by nature of expense is as follows:

On 1 February 2010, the company signed a licence agreement with First Carbon Trust Limited ("FCTL") for the exclusive use of its platform for a 5 year period. Consideration for the licence was satisfied by the issue of 446,000,000 new ordinary shares of 0.01 of one penny per share ("Ordinary Shares") of the Company to First Carbon Holdings Limited ("FCHL"), the parent company of FCTL. A further deferred payment of 200,000,000 new Ordinary Shares of the company was satisfied on 5 May 2010 and the 200,000,000 new Ordinary Shares were issued to FCHL as part of the licence agreement. The licence has now been fully amortised in the year as the group has not generated revenue from the licence.

The group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flow forecasts. If an indication exists an impairment review is carried out; full impairment of the licence is required due to the current uncertainty in the carbon market.

(a) The company owns 50 million ordinary shares in S4T Limited (previously S4T Plc) and having a cost of £100,000. A full provision has been made of the S4T investment on the basis of the uncertainty of recovery.

(b) On 26 May 2011, the company incorporated a wholly owned subsidiary, Tricor Environmental PTE Limited, a company incorporated and registered in Singapore. The company has issued 1 ordinary share of SD1.00 but has not traded since formation. The group owns 100% of the shares and holds 100% of the voting rights of the company.

(c) On 27 September 2011, the company formed a joint venture in a carbon related new business, Tricor Supply Side Carbon Limited, holding 50% of the issued shares, the other 50% being held by Messrs L. van Kampen-Brooks and A. Rajpal, through their company Green Fuel Tech Limited. Green Fuel Tech Limited assumed the funding obligations of Tricor Supply Side Limited of £84,000 in exchange for 420,000,000 new ordinary shares which cost the company £84,000.

Included in other receivables are the following:-

An amount of £1.35 million which relates to VAT recoverable. HMRC is withholding payments due to the company along with other mobile telephone dealers. The company has taken legal advice and is preparing a case against HMRC for both repayment and loss of income. The VAT is considered to be fully recoverable on the basis that even if there was evasion of VAT elsewhere within the chain of transactions the directors had no knowledge nor should have had such knowledge; (see contingent liability in respect of this VAT debtor - Note 25). During the year the company entered into an agreement with J. Case and R. Andrews to pay them a fee of 10% each of the total amount recovered. The accounts include a provision of £131,000 that will become payable to each of them in the event that the company is successful at the tribunal.

The directors consider that the carrying amount of trade and other receivables approximates their fair value.

The fair value of current borrowings equates to their carrying amount as the impact of discounting is not significant.

Convertible loan notes, none of which are interest bearing,have been issued as follows:

(a) On 4 January 2011, the company issued an unsecured convertible loan note of £1,500,000 of which £100,000 had been converted to Ordinary Shares on 1 February 2011. The loan note can be converted at a subscription price 0.03p per share on the principal loan amount and was exchanged for a new convertible loan note repayable on 31 December 2013;

(b) On 28 January 2011, the Company issued an unsecured convertible loan note of £300,000 of which £150,000 has been converted to Ordinary Shares. The first part of the loan note of £150,000 was issued on 28 January 2011 and the remaining £150,000 was issued on 28 April 2011. The loan note can be converted at a subscription price 0.07p per share on the principal loan amount and is repayable on 28 July 2012. The company has negotiated an extension of the repayment of the loan to 28 July 2013;

(c) On 31 December 2010, the company issued an unsecured convertible loan note to 11 participants for £2,550,000. The loan note can be converted at a subscription price of 0.2p per share on the principal loan amount and was repayable on 31 December 2012. The company has negotiated an extension of the repayment of the loan to 30 June 2013 and the conversion price is now 0.05p. During the year £1,250,000 of these loan notes were converted into ordinary shares, with a balance of £1,300,000 still outstanding;

(d) On 23 December 2011, the company issued a convertible loan note of £100,000 of which £60,253 has been drawn down. The loan note can be converted at a subscription price of 0.02p per share on the principal loan amount and is repayable on 31 December 2013;

(e) On 30 January 2012, the company issued a convertible loan note of £150,000, of which £100,000 has been drawn down. The loan note can be converted at a subscription price of 0.03p per share of the principal loan amount and is repayable on 31 December 2013;

(f) On 2 February 2012, the company issued a convertible loan note of £100,000, none of which has been drawn down. The loan notes can be converted at a subscription price of 0.03p per share of the principal loan amounts and is repayable on 31 December 2013;

(g) On 14 February 2012, the company issued a convertible loan note of £40,000 which has been fully drawn down. This was converted into ordinary shares of 0.01p each, 50% on 8 March 2012 and 50% on 22 March 2012.

Loans (d), (e) and (f) can only be used to fund acquisitions and related costs and (g) for the purposes of funding any litigation including the VAT tribunal.

The convertible loan notes amounting to £3,010,000 have been split between debt and equity as per the requirement of IAS32. Using an interest rate of 8%, the company has estimated the debt to be £2,360,000 and equity to be £650,000.

18. Share capital

The details of the paid up share capital are as follows:

Ordinary shares of 0.01p each

The deferred shares do not carry any voting rights.

Shares issued during the period were as follows:

(a) On 23 August 2011, 200,000,000 ordinary shares of £0.0001 each were issued to a former director in settlement of a debt due to him;

(b) On 27 September 2011, 420,000,000 ordinary shares of £0.0001 each were issued in relation to the joint venture of Tricor Supply Side Carbon Limited;

(c) On 25 January 2012, 176,470,587 ordinary shares of £0.0001 each were issued in settlement of directors' fees and a further 183,176,470 ordinary shares of £0.0001 each were issued in settlement of certain trade creditors;

(d) On 2 February 2012, 5,000,000 ordinary shares of £0.0001 each were issued in settlement of a short term loan and a further 100,000,000 ordinary shares of £0.0001 each in respect of loan note conversion;

(e) On 9 February 2012, 1,000,000,000 ordinary shares of £0.0001 each were issued in respect of loan note conversions;

(f) On 8 March 2012, 66,666,667 ordinary shares of £0.0001 each were issued in respect of a loan note conversion;

(g) On 22 March 2012, 66,666,667 ordinary shares of £0.0001 each were issued in respect of a loan note conversion; and

(h) On 28 March 2012, 1,400,000,000 ordinary shares of £0.0001 each were issued in respect of loan note conversions.

Group and Company