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INFINITY ENERGY S.A. - Final Results

Infinity Energy S.A.

("Infinity Energy" or the "Company")

Final Results for the 12 months ended 31 December 2015

The Directors of Infinity Energy are pleased to announce the audited results of the Company for the year ended 31 December 2015.

The audited annual accounts for the year ended 31 December 2015 will shortly be sent to shareholders and will also be available on the Company's website at http://www.infinityenergy.eu.

For further information, please contact:

Infinity Energy S.A.
Gerwyn WilliamsTel: +44 7889 677 397
Bruce VandenbergTel: +44 7899 791 726
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson
James Caithie
Tel: +44 207 148 7900
Broker
WH Ireland Limited
Paul Shackleton / Nick ProwtingTel: +44 207 220 1666

CHAIRMAN'S STATEMENT

Infinity Energy became an Investing Company under the AIM Rules on 17 February 2012. On 18 March 2014, shareholders approved the new investing policy which is to make investments and acquisitions, either through the issues of securities or for cash, in quoted and non-quoted companies and their securities, in the commodities sector with an emphasis on oil and gas service sectors. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors.

John Killer

Chairman

DIRECTORS' REPORT ON THE FINANCIAL STATEMENTS

The Directors are pleased to submit their annual management report and financial statements for the year ended 31 December 2015.

For the purpose of filing with AIM, financial statements have been prepared and presented using International Financial Reporting Standards ('IFRS') as adopted by the European Union. The Company has elected, as allowed under Luxembourg law, to produce financial statements using IFRS only and these are available at the registered office and the Trade Registrar in Luxembourg.

Principal activity

The principal activity of the Company during the year under review was to make investments and acquisitions, either through the issues of securities or for cash, in quoted and non-quoted companies and their securities, in the commodities sector with an emphasis on oil and gas and oil and gas service sectors. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors.

Investing Policy

The Board notes the UK government's policy for self sufficiency in energy and that it is looking increasingly to shale gas to displace imported gas. The Board is firmly of the view that tremendous opportunities exist in this area and consequently intends focusing the bulk of its investing activities in on-shore UK oil and gas opportunities. Target investments will include a variety of investing and acquisition activities in private companies which hold interests in petroleum exploration development licences ("PEDLS"). The Company will seek to co-invest with such companies in exchange for an economic interest. As noted above, such co-investments include the provision of financing by way of farm-ins, earn-ins, loans, equity and other forms of financing and investments. As it is highly likely that UK gas prices will reduce if large scale onshore gas production is successful, the Company will also consider investments in associated infrastructure that may include electrical generation from gas. Electricity prices are expected to rise due to a shortage of generating capacity in the UK caused by high emission stations closing in 2015. As new nuclear stations will take time to bring online, a viable short term solution would be modular gas fired generating stations that can be built quickly. Investments in such infrastructure will support the investment strategy as, in the face of falling gas prices, onshore producers are likely to be in a competitive position vis a vis imports and offshore gas producers.

The Board expects that such investments might typically represent in excess of 80% of the Company's portfolio at times and in certain circumstances may be represented by a single investment. The Board recognises the inherent risks of such investments but believes that these offer Shareholders significant upside potential.

In order to offset some of the risk as well as to provide the Company with access to working capital, the Board intends investing part of its portfolio in large, stable diversified quoted oil and gas and commodities companies. Shareholders should be aware however, that such investments may only represent a small portion of the Company's portfolio at any point in time.

It is expected that returns to Shareholders would be initially in the form of capital appreciation but the Directors will consider the payment of dividends if and when the Company has sufficient cash resources and distributable reserves.

Review of business

The Company is an Investing Company as defined by AIM Rules.

On 1 June 2015 in accordance with Article 100 of the Luxembourg Companies Law, the Shareholders of the Company resolved that it will continue to provide financial support to the Company following the notification from the Board of Directors that the Company had lost half of the corporate capital as at 31 December 2014. It was resolved by the Shareholders that the Company will not be put into dissolution.

During the period, the Company was extended a loan facility of GBP (£) 300,000 by Gerwyn Llewellyn Williams a Director/Shareholder of the Company. The terms of this loan and the basis on which it has been advanced are disclosed in the notes to these financial statements.

The Company temporarily suspended trading on AIM on 15 October 2015 as it had entered discussions about the possible acquisition of 50% interests in 9 UK PEDL licences located in South Wales which were owned by Eden Energy Limited, a company domiciled in Australia. The proposed transaction potentially would have resulted in a reverse takeover under AIM rules; as a consequence, trading in the Company's ordinary shares was suspended pending the publication of an admission document by the Company or an announcement that the proposed transaction was not proceeding. On 22 December 2015, the Company announced that discussions with Eden Energy Limited had been terminated. Trading of the Company's shares resumed on AIM on 22 December 2015.

Total operating costs for the period amounted to GBP (£) 191,910 (2014: GBP (£) 162,781). The Group losses for the year were GBP (£) 189,058 (2014 loss: GBP (£) 160,062).

Post Balance Sheet events

On 22 February 2016, Gerwyn Llewellyn Williams, a Director/Shareholder of the Company, increased the level of the loan facility afforded to the Company from GBP (£) 300,000 to GBP (£) 400,000. The terms of the revised loan and the basis on which it has been advanced are disclosed on the notes to these financial statements.

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2015

(Expressed in GBP (£))20152014
NotesGBP (£)GBP (£)
Income
Interest55,2185,236
Total Net Income5,2185,236
Expenses
Directors Remuneration6(43,000)(36,000)
Administrative expenses7(129,360)(115,901)
Interest and financial charges8(19,550)(10,880)
Total Operating Expenses(191,910)(162,781)
Loss before taxation(186,692)(157,545)
Income tax9(2,366)(2,517)
Total comprehensive loss(189,058)(160,062)
Basic loss per share10(0.0005)(0.0005)

The accompanying notes 1 to 16 form an integral part of these financial statements.



STATEMENT OF FINANCIAL POSTION

As at 31 December 2015

(Expressed in GBP (£))20152014
NotesGBP (£)GBP (£)
ASSETS
Non-current assets
Financial assets at fair value through profit and loss11202,554197,336
Total non-current assets202,554197,336
Current assets
Other receivables--
Cash and cash equivalent38,554177,386
Total current assets38,554177,386
Total assets241,108374,722
EQUITY AND LIABILITIES
Capital and reserves
Share capital12486,719486,719
Share premium12182,483182,483
Accumulated losses(916,310)(727,252)
Shareholders' equity(247,108)(58,050)
Current liabilities
Trade and other payables1378,21665,772
Provisions for other liabilities and charges110,00067,000
Total current liabilities188,216132,772
Non-current liabilities
Convertible loan14300,000300,000
300,000300,000
Total equity and liabilities241,108374,722

The accompanying notes 1 to 16 form an integral part of these financial statements.


STATEMENT OF CASH FLOWS

For the year ended 31 December 2015

(Expressed in GBP (£))20152014
NotesGBP (£)GBP (£)
OPERATING ACTIVITIES
Purchase of financial assets and settlement of financial liabilities--
Proceed from sale of financial assets--
Operating expenses paid(138,832)(132,911)
Net cash flows applied to operations(138,832)(132,911)

FINANCING ACTIVITIES
Funds raised through issuance of shares12-9,161
Funds received via convertible loan14-300,000
Net cash inflows from financing activities-309,161
(Decrease)/increase in cash & cash equivalents (138,832)176,250

Cash and cash equivalents:
- balance at beginning of the year177,3861,136
- balance at end of the year38,554177,386
(Decrease)/increase in cash & cash equivalents (138,832)176,250

Cash and cash equivalents are represented by:
Cash at bank and in hand38,554177,386

The accompanying notes 1 to 16 form an integral part of these financial statements.


STATEMENT OF CHANGES IN EQUITY

Called up
share capital
Share premium
Losses

Total
(Expressed in GBP (£))Notes
At 31 December 2013477,550182,483(567,190)92,843
Comprehensive Income
Loss for the year--(160,062)(160,062)
Transactions with owners
Proceeds from issuance of shares129,169--9,169
At 31 December 2014486,719182,483(727,252)(58,050)
Comprehensive Income
Loss for the year--(189,058)(189,058)
At 31 December 2015486,719182,483(916,310)(247,108)

The accompanying notes 1 to 16 form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1.General information

Infinity Energy S.A. (formerly Global Brands S.A.) (the 'Company') was incorporated under the laws of Luxembourg on 6th July 1999 by notary act prepared by Maitre Alex Weber, notary residing in Luxembourg. The act was published in the legal gazette, the Mémorial C N° 723 of 29th September 1999. The Company is registered under number B 70673 at the Register of Commerce and Societies in Luxembourg (Registre de Commerce et des Sociétés (R.C.S.)). The registered office is in Luxembourg.

Prior to 2012, the Company owned the exclusive master franchise for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein. On 2 January 2012, shareholders agreed to demerge the pizza business into its subsidiary Domino's Pizza Switzerland AG ("DPS"), transfer the shares of that subsidiary directly to the shareholders and convert the Company into an Investing Company. The demerger became effective on 17 February 2012 and the Company became an Investing Company under the AIM Rules for Companies ("AIM Rules"). On 18 March 2014, the Company adopted and implemented a new investing policy which is to make investments and acquisitions, either through the issues of securities or for cash, in quoted and non-quoted companies and their securities, in the commodities sector with an emphasis on oil and gas and oil and gas service sectors. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors.

2.Directors' responsibility

The Board of Directors approved the annual report and financial statements prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union on 1 June 2016 and they will be submitted to shareholders for approval at the annual general meeting.

3.Summary of significant accounting policies

3.1.Basis of preparation

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

These financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union on a going concern basis and under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

3.2.Investment Entity

The characteristics of the Company are:

  1. It obtains funds from one or more investors for the purpose of providing those investors with investment management services
  2. It commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
  3. The Company measures and evaluates the performance of substantially all of its investments on a fair value basis.

Therefore management concludes that the Company is an investment entity as defined by IFRS 10. This requires the Company to consolidate all controlled entities involved in the provision of investment-related services (either directly or through a subsidiary to third parties as well as its investors) and report all other subsidiary investments at fair value in its financial statements.

Further, the Company controls Gas Exploration Finance Limited (GEF) through its 100% holding of the GEF's issued ordinary share capital. GEF is incorporated in England and Wales. GEF is the only subsidiary of the Company and does not provide investment related services. GEF is therefore measured at fair value through profit and loss.

3.3.Going Concern

The company has been extended a convertible loan facility of GBP (£) 300,000 from its majority shareholder, Gerwyn Llewellyn Williams. The facility has been fully drawn during the year and has been utilised for general working capital purposes.

On 22 February 2016, the loan facility was formally increased to GBP (£) 400,000 and its term extended.

The key terms of the loan are as follows:

  • The total loan facility is GBP (£)400,000;
  • The drawn down loan amount bears interest at a rate of 6% per annum;
  • The drawn down loan amount is convertible at the discretion of Mr Williams at a price of GBP (£) 0.0009 per share in the event that the Company completes a reverse takeover transaction; should a reverse takeover transaction not be complete by 30 November 2016, the outstanding loan amount less an agreed contribution towards any abort costs in relation to a reverse takeover transaction is to be repaid or converted in whole or in part at Mr Williams' discretion at a price of £0.0009 per share.

The ability of the company to continue as a going concern is dependent upon the continued support of the company's shareholders. Mr Williams has confirmed that he will continue to provide loan funding to enable the company to discharge its liabilities as they fall due for a period of 12 months from the date of these financial statements. Accordingly, management considers it appropriate to prepare these financial statements on a going concern basis.

4.Financial risk

The Company's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

The Company is also exposed to operational risks such as custody risk. Custody risk is the risk of loss of securities held in custody occasioned by the insolvency or negligence of the custodian. Although an appropriate legal framework is in place that eliminates the risk of loss of value of the securities held by the custodian, in the event of its failure, the ability of the Company to transfer securities might be temporarily impaired.

The Company's overall risk management programme seeks to maximise the returns derived for the level of risk to which the Company is exposed and seeks to minimise potential adverse effects on the Company's financial performance.

All securities investments present a risk of loss of capital. The maximum loss of capital on purchased options, long equity and debt securities is limited to the fair value of those positions.

The management of these risks is carried out by the Investment Committee. The Company uses different methods to measure and manage the various types of risk to which it is exposed; these methods are explained below.

The Board expects that such investments in private companies in the oil and gas sectors might typically represent in excess of 80% of the Company's portfolio at times and in certain circumstances may be represented by a single investment. The Board recognises the inherent risks of such investments but believes that these offer Shareholders significant upside potential. In order to offset some of the risk as well as to provide the Company with access to working capital, the Board intends investing part of its portfolio in large, stable diversified quoted oil and gas and commodities companies. Shareholders should be aware however, that such investments may only represent a small portion of the Company's portfolio at any point in time.

5.Interest

20152014
GBP (£)GBP (£)
Interest income5,2185,236

6.Directors' remuneration and staff costs

20152014
GBP (£)GBP (£)
Wages and salaries--
Social security costs--
Defined benefit pension plan costs--
Fees and costs of the Board of Directors43,00036,000
Other staff costs--
Total43,00036,000

Aggregate Directors' remuneration (GBP (£))

Salary and Fees BonusPension2015 2014
Bruce Vandenberg12,000--12,00012,000
Gerwyn Williams12,000--12,0001,367
John Killer12,000--12,00012,000
Gary Neville7,000--7,000-
Fiona Kinghorn----10,633
Total43,000--43,00036,000

As announced on 27 May 2011 the board awarded an option to acquire 3 million shares in the company to Bruce Vandenberg. The options vest equally over three years and are exercisable at a price of GBP (£) 0.03 per share. After adjusting for the share split on 3 January 2012 and the share cancellation on 17 February 2012, the number of options amounts to 1,597,904 exercisable at a price of GBP (£) 0.06.

No other options are held by any of the Directors.

There is no Company private pension scheme in force for the directors.

7.Administrative expenses

20152014
GBP (£)GBP (£)
Administration and general expenses129,360115,901
Included in administration expenses are:
- Auditors' remuneration - audit services12,50012,500
- Auditors' remuneration - advisory fees--
Expenses were primarily related to costs associated with maintaining the AIM listing and include Nomad, Broker, Registrar, AIM fees and Directors fees.

8.Interest and financial charges

20152014
GBP (£)GBP (£)
Loan interest charges18,6389,375
Bank charges9121,505
Total19,55010,880

9.Income tax expense

The Company is fully taxable in Luxembourg on profits realised from its operations. There were no taxable profits attributable to Luxembourg in 2015 (2014: nil). The minimum tax charge is GBP £2,517.

20152014
The tax charge is determined as follows:GBP (£)GBP (£)
Pre-tax loss for the year before tax(186,692)(160,062)
Expected tax charge for the year:(2,366)(2,517)

The Company has not recognised the deferred income tax assets in respect of losses in Luxembourg that can be carried forward indefinitely against future taxable income.

Final tax assessments have been received in Luxembourg up to the year 2014.

10.Earnings (loss) per share (EPS)

The calculation of the basic earnings per share is determined on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. During the year the Company issued new shares (see note 12) and the comparative earnings per share have been adjusted to reflect these changes. The elements used in the calculation are:

20152014
Number of issued shares353,416,320353,416,320
Weighted average number of shares in circulation during the year:353,034,265353,034,265
GBP (£)GBP (£)
Loss for the year(189,058)(160,062)
Basic (loss) per share(0.0005)(0.0005)
Weighted (loss) per share(0.0005)(0.0005)

Due to the non-dilutive nature of the warrants and options the basic and diluted EPS are the same.

11.Financial assets at fair value through profit and loss

20152014
GBP (£)GBP (£)
Investment in Subsidiary38,10038,100
Loan to Subsidiary/Subsidiary Loan to UK Methane164,454159,236

As at 31 December 2015, the Company's investments comprise:

  • GBP (£) 38,100 being the arms-length purchase price paid for the acquisition of Gas Exploration Finance Limited ("GEF") on 19 March 2014.
  • A GBP (£) 150,000 five year back to back loan to enable GEF to invest in UK Methane on 19 March 2014 for a five year period. The loan accrues an interest value of LIBOR plus 3% per annum. GBP (£) 14,454 (2014: GBP (£) 9,236) of the loan balance at 31 December 2015 relates to accrued interest. GBP (£) 5,218 has been recognised in 2015 (2014: GBP (£) 5,326).

GEF has a framework financing agreement ("Framework Agreement") with Coastal Oil and Gas Limited and UK Methane Limited (together, the "Gas Companies"). The Gas Companies have an ownership interest in 17 petroleum exploration development licenses in South Wales, Bristol and Kent with the right to explore and drill for shale gas in the licence areas. Under the Framework Agreement, the Gas Companies have appointed GEF, on a non-exclusive basis, to co-invest by financing their exploration and development operations. In consideration for this co-investment, GEF will receive an economic interest commensurate with the proportion of drilling expenses covered through the funding received from GEF.

A first financing agreement has been entered into between GEF and UK Methane Limited ("UK Methane") for co-investment in explorative drilling by UK Methane. The key terms of the loan are as follows:

  • The loan is for £150,000.
  • The loan is unsecured.
  • The interest on the loan is 3% above Libor.
  • The loan plus accrued interest is repayable on the fifth anniversary of the date of the loan i.e. 19 March 2018.
  • If and when UK Methane generates operating profits, UK Methane will for long as the loan is outstanding pay a premium equating to 1% of the revenues up to a maximum amount of £150,000 (or the amount of the loan if the loan is less than £150,000). The premium will be paid in monthly installments relative to the aggregate revenues received in the premium. UK Methane may prepay the Loan at any point without premium or penalty (save for any accrued and unpaid premium) up to the date of prepayment together with accrued interest on the loan.

The shares of GEF are not publicly traded; redemptions can only be made by the Company on the redemption dates and are subject to the required notice periods specified in the loan agreement. The shares of UK Methane are not publicly traded; redemptions can only be made by the Company on the redemption dates and are subject to the required notice periods specified in the loan agreements.

As a result, the carrying value of the GEF loan may not be indicative of the value of the loan ultimately realised on repayment. The Company may make adjustments to the value based on considerations such as; changes in the credit risk and whether UK Methane moves into operating profits. As at 31 December 2015, the Company classified its investment in GEF and GEF's investment in UK Methane as level 3 within the fair value hierarchy

The Board, after careful consideration, believes there have been no material changes effecting the valuation of the financial position. Consequently, the original value continue to reflect fair value as defined by IFRS 10 and there is no requirement for any adjustments to be posted to the Income Statement.

12.Capital and reserves

The Company has one class of share, which carries equal voting rights and rights to distributions of dividends from available retained earnings.

Share capital20152014
GBP (£)GBP (£)
Allotted, issued and fully paid up at beginning of year486,719477,550
Issue of new shares-9,169
Allotted, issued and fully paid up at end of year486,719486,719

Represented by 353,416,320 shares (2014: 348,831,665 shares).

On February 4, 2014, the Board of Directors approved the issue and allotment of 4,584,655 ordinary shares to JIM Nominees Limited for a total consideration of GBP 9,169.31 (0.002 GBP/shares). Such a decision should be later on ratified by a shareholders' meeting. A shareholders' meeting has not yet ratified the issue of the 4,584,655 ordinary shares and therefore the issue has not been yet enacted.

Share Premium20152014
GBP (£)GBP (£)
At the beginning of year182,483182,483
Issue of new shares--
At the end of year182,483182,483

Stock option plan

On 1st August 2005, the general meeting of shareholders of the Company approved a stock option plan for the benefit of the directors and key employees, the historic Option Plan. Under this the plan, as at 31 December 2015, there were in circulation 831,407 (2014: 831,407) fully vested options at GBP (£) 0.86510, 103,129 (2014: 103,129) fully vested options at GBP (£) 0.53779 and 45,784 (2014: 45,784) fully vested options at GBP (£) 0.42098.

The number of share options outstanding as well as their exercise price changed in 2014 as a result of the capital restructuring as reflected in the table below.

Number of shares under option under the historic Share Option Plan

2015 Exercise Price GBP (£)2015
No. of shares
2014
Exercise Price GBP (£)
2014
No of shares
0.86510831,4070.86510831,407
0.53779103,1290.53779103,129
0.4209845,7840.4209845,784

No share options have been exercised under the historic Share Option Plan.

At the AGM in 2011, the shareholders approved a new Stock Option Plan whereby the Company may grant options for up to 10 per cent. of its issued share capital from time to time. On 27 May 2011, the Board awarded an option to acquire 3 million shares in the company to Bruce Vandenberg. The options vest equally over three years and are exercisable at a price of GBP (£) 0.03 per share. Following the financial restructuring during 2012, the option amounts to 1,597,904 shares at a price of GBP (£) 0.06. At the 31 December 2015, there were 1,597,904 (2014: 1,597,904) fully vested options in issue under the new Stock Option Plan.

Number of shares under option under the new Stock Option Plan

2015
Exercise Price GBP (£)
2015
No. of shares
2014
Exercise Price GBP (£)
2014
No of shares
0.061,597,9040.061,597,904

No share options have been exercised under the new Stock Option Plan.

The figures above reflect the situation as at the end of 2015.

Due to the immaterial effects of the above stock option plans on the income statement and balance sheet, the Company has elected not to apply the provisions required under IFRS2 'Share based payments'.

13.Trade and other payables

20152014
Amounts falling due within one yearGBP (£)GBP (£)
Trade creditors78,21665,772
Other creditors110,00067,000
Total188,216132,772

Other creditors comprises of accrued directors fees of GBP (£) 110,000 (2014: GBP (£) 67,000).

14. Convertible loan

The company has received a convertible loan facility of GBP (£) 300,000 from its majority shareholder, Gerwyn Llewellyn Williams. The facility has been partly drawn during the year and has been utilised for general working capital purposes.

On 22 February 2016, the loan facility was formally increased to GBP (£) 400,000 and its term extended.

The key terms of the loan are as follows:

  • The total loan facility is GBP (£)400,000;
  • The drawn down loan amount bears interest at a rate of 6% per annum;
  • The drawn down loan amount is convertible at the discretion of Mr Williams at a price of GBP (£) 0.0009 per share in the event that the Company completes a reverse takeover transaction; should a reverse takeover transaction not be complete by 30 November 2016, the outstanding loan amount less an agreed contribution towards any abort costs in relation to a reverse takeover transaction is to be repaid or converted in whole or in part at Mr Williams' discretion at a price of £0.0009 per share.

15.Related party transactions

The Company's majority shareholder is Gerwyn Llewellyn Williams who owned 29.08% of the Company during the year.

During the year, Gerwyn Llewellyn Williams provided a convertible loan of GBP (£) 300,000 to the Company. During the year interest of GBP (£) 18,363 (2014: GBP (£) 9,375) has been accrued in respect of this loan.

Further details regarding this facility are detailed in note 14.

16.Post Balance Sheet events

On 22 February 2016 the Company secured a convertible loan facility for up to £400,000 ("Loan Facility") from Mr Gerwyn Llewellyn Williams, a director/shareholder of the Company. The new Loan Facility replaces the previous loan facility of £300,000. The funds will be used for investment and general working capital purposes.

The key terms of the Loan Facility are as follows:

  • the total facility is £400,000;
  • the drawn down loan amount bears interest at rate of 6% per annum;
  • the drawn down loan amount is convertible at the discretion of Mr Williams at a price of £0.0009 per share in the event that the Company completes a reverse takeover transaction; and
  • should a reverse takeover transaction not be complete by 30 November 2016, the outstanding loan amount less an agreed contribution towards any abort costs in relation to a reverse takeover transaction is to be repaid or converted in whole or in part at Mr Williams' discretion at a price of £0.0009 per share.
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