DJ Veni Vidi Vici Limited: Audited Final Results to 31 December 2020
Veni Vidi Vici Limited (VVV)
Veni Vidi Vici Limited: Audited Final Results to 31 December 2020
07-Jun-2021 / 16:51 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014
(MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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VENI VIDI VICI LIMITED
(The "Company" or "VVV")
Audited Final Results to 31 December 2020
I am pleased to present the annual report and financial statements for the period ended 31 December 2020.
OPERATIONS REVIEW
The Company completed its first investment, with the signing of the sale and purchase agreement with Goldfields
Consolidated Pty Ltd for a 51 % beneficial interest in the Shangri La gold, copper and silver project in late 2018.
The Shangri La Project is a gold-copper-silver project comprising a polymetallic hydrothermal quartz vein type deposit
covering an area of 10 hectares. The Shangri La Project is located 10 kilometres west of Kununurra, the central town of
the Northeast Kimberley region in Western Australia.
The Company and Goldfields have also entered into a joint venture agreement ("JVA") under which VVV will be responsible
for an initial expenditure fee of AUSD300,000 over three years from the commencement of the JVA. Goldfields will manage
the joint venture ("JV") and be entitled to a 10% management fee of expenses incurred by the JV.
During the period, the Company was advised that limited work was undertaken on the Shangri la project, mainly desk
studies. In addition, Mr Gordon resigned as a director in June 2020 and Mr Rigoll was appointed as executive chairman
to the Company in March 2021. We anticipate further work to occur during 2021.
The Company continues to monitor covid-19 effects on the company. We believe this will have limited affect on any
future work anticipated on our West Australia project as there are very few cases in this state and interruptions are
somewhat less.
FINANCE REVIEW
The loss for the period to 31 December 2020 amounted to GBP100,000 (2019 - GBP107,000 loss) which mainly related to
regulatory costs and other corporate overheads. The total revenue for the period was nil (2019 - nil). At 31 December
2020, the Company had cash balances of GBP272,000 (2019: GBP354,000).
The Company does not recommend the payment of a dividend.
PRIOR YEAR RESTATEMENT
During the year, we have reviewed the prior year accounting treatment of the tenement interest, which was classified as
an intangible asset. Following this review, we have concluded that, the sale and purchase agreement for the tenement
interest and the Shangri la joint venture agreement is of a nature that they are directly linked to each other. The
Company and Goldfields have joint control over the tenement area and therefore should be classified as an investment in
a joint venture. The arrangement further meets the requirements to be measured using the equity method in terms of IAS
28.
As a result of the above, a prior year restatement in respect of the classification of the intangible asset has been
reflected within the financial statements. See Note 19 for details of the impact on the financial statements. There was
no impact on profit or loss or the statement of cash flows.
OUTLOOK
The Board remains confident that the private and pre-IPO markets remain significantly under-served and as such
significant opportunities exist for the Company going forward. We look forward to 2021 being one in which we can
acquire further investment positions, thereby realising tangible value for all shareholders.
We will continue to seek out further investments in line with the Company's investing strategy.
The directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued
support.
s172 Statement
The Directors continue to act in a way that they consider, in good faith, to be most likely to promote the success of
the Company for the benefits of the members as a whole, and in doing so have regard, amongst other matters to:
* the likely consequences of any decision in the long term;
* the interests of the Company's employees;
* the need to foster the Company's business relationships with suppliers, customers and others;
* the impact of the Company's operations on the community as well as the environment;
* the need to act fairly as between members of the Company, and
* the desirability of the Company maintaining a reputation for high standards of business conduct
The Board has always recognised the relationships with key stakeholders as being central to the long-term success of
the business and therefore seeks active engagement with all stakeholder groups, to understand and respect their views,
in particular of those with the communities in which it invests, its host governments, employees and suppliers.
The Company is an early-stage investment company quoted on a minor exchange and its members will be fully aware,
through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific
intentions and the rationale for its decisions. The Company pays its employees and creditors promptly and keeps its
costs to a minimum to protect shareholders funds. When selecting investments, issues such as the impact on the
community and the environment have actively been taken into consideration; as is clear from the portfolio set out in
the Chairman's report.
The Company has incurred very little expenditure to date, has no employees other than directors and application of the
s172 requirements will be better demonstrated in future periods once its investment starts exploration activity or if
the Company makes further investments.
David Rigoll
Executive Chairman
7 June 2021
The Directors of the Company accept responsibility for the contents of this announcement.
For further information please contact:
The Company
+44 (0) 207 440 0640
David Rigoll
AQSE Growth Market Corporate Adviser:
Peterhouse Capital Limited
+44 (0) 20 7469 0936
Guy Miller/Mark Anwyl Financial statements Statement of comprehensive income for the year ended to 31 December 2020
__________________________________________________________________________________________
Period ended
Year ended
31 December 31 December
2020
2019
Note GBP'000 GBP'000
Revenue 4
Investment income - -
Total revenue -
Administration expenses (99) (107)
Share based payment charge (1) -
Operating loss 5 (100) (107)
Finance costs - -
Loss before taxation (100) (107)
Taxation 7 - -
Loss for the period attributable to equity holders of the company (100) (107)
Other comprehensive income
Translation exchange (loss)/gain - -
Other comprehensive income for the period net of taxation - -
Total comprehensive income for the period attributable to equity holders of the (100) (107)
company
Loss per share
Basic and diluted (pence) 8 (5.74) (6.25)
The accompanying accounting policies and notes form part of these financial statements. Statement of financial position as at 31 December 2020
__________________________________________________________________________________________
Restated
31 December 31 December
2020 2019
Note GBP'000 GBP'000
Non-current assets
Investments accounted for using the equity method 9 136 136
Current assets
Trade and other receivables 10 18 18
Cash and cash equivalents 272 354
290 372
Total assets 426 508
Current liabilities
Trade and other payables 11 (67) (70)
(67) (70)
Net current assets 223 302
Net assets 359 438
Equity
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DJ Veni Vidi Vici Limited: Audited Final Results to -2-
Share capital 12 - - Share premium 643 623 Share based payment reserve 26 25 Retained earnings (310) (210) Total equity 359 438
The financial statements of Veni Vidi Vici Ltd (registered number 196048) were approved by the Board of Directors and authorised for issue on 7 June 2021 and were signed on its behalf by:
Mahesh Pulandaran Donald Strang
Director Director
The accompanying accounting policies and notes form part of these financial statements. Statement of changes in equity for the year ended 31 December 2020
__________________________________________________________________________________________
Share Share Share based payment Retained
reserve Total
capital premium earnings
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 December 2018 - 628 25 (103) 550
Loss for the period - - - (107) (107)
Total Comprehensive Income - - - (107) (107)
Share issue costs - (5) - - (5)
Total contributions by and distributions to owners of the - (5) - - (5)
Company
At 31 December 2019 - 623 25 (210) 438
Loss for the period - - - (100) (101)
Total Comprehensive Income - - - (100) (101)
Issue of share capital - 20 - - 20
Share based payments - - 1 - 1
Total contributions by and distributions to owners of the - 20 1 - 21
Company
At 31 December 2020 - 643 26 (310) 359
The accompanying accounting policies and notes form part of these financial statements. Statement of cash flows for the year ended to 31 December 2020
__________________________________________________________________________________________
Year ended Year ended
31 Dec 2020 31 Dec 2019
GBP'000 GBP'000
Cash flows from operating activities
Operating loss (100) (107)
Share based payment charge 1 -
Issue of shares to settle liabilities 20
(Increase) in trade and other receivables - (12)
(Decrease)/increase in trade and other payables (3) 18
Net cash outflow in operating activities (82) (91)
Financing activities
Issue of share capital - -
Issue costs - (5)
Net cash inflow/(outflow) from financing activities - (5)
Net decrease in cash and cash equivalents (82) (96)
Cash and cash equivalents at beginning of period 354 450
Cash and cash equivalents at end of period 272 354
Non cash transactions
During the year, the Company issued 40,000 shares for GBP20,000 to settle certain outstanding liabilities.
The accompanying accounting policies and notes form part of these financial statements. Notes to the financial statements
__________________________________________________________________________________________
General information
1
Veni Vidi Vici Ltd is a company incorporated on 14 November 2017 in the British Virgin Islands ("BVI")
under the BVI Business Companies Act 2004. The address of its registered office is Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The Company's
ordinary shares are traded on the AQSE Growth Market as operated by Aquis Stock Exchange ("AQSE").
The financial statements of Veni Vidi Vici Ltd for the year ended 31 December 2020 were authorised for
issue by the Board on 7 June 2021 and the statements of financial position signed on the Board's behalf
by Mahesh Pulandaran and Donald Strang.
Investing policy
The investment strategy of the Company is to provide Shareholders with an attractive total return
achieved primarily through capital appreciation. The Directors believe that there are numerous investment
opportunities within both private and public businesses in the Base Metals and Precious Metals sector in
North America and Australia.
The Board, through its extensive network of contacts, has identified a number of potentially interesting
investment opportunities, although formal discussions in respect of any of these opportunities have not
yet commenced.
The Company is likely to be an active investor and acquire control of certain target companies although
it may also consider acquiring non-controlling shareholdings. The proposed investments to be made by the
Company may be in either quoted or unquoted securities and made by direct acquisition of an interest in
companies, partnerships or joint ventures, or direct interests in projects and can be at any stage of
development. Accordingly, the Company's equity interest in a proposed investment may range from a
minority position to 100 per cent. ownership and a controlling interest.
If the Company takes a controlling stake, the acquisition could trigger a Reverse Takeover under Rule 57
of the AQSE Exchange Rules.
The Directors intend to acquire one or more investments in quoted or unquoted businesses or companies (in
whole or in part) thereby creating a platform for further investments. The Company may need to raise
additional funds for these purposes and may use both debt and/or equity.
The Directors and the Technical Adviser believe that their broad, collective experience, together with
their extensive network of contacts, will assist them in identifying, evaluating and funding suitable
investment opportunities. External advisers and investment professionals, over and above the Technical
Adviser, will be engaged as necessary to assist with sourcing and due diligence of prospective
opportunities. The Directors will also consider appointing additional directors with relevant experience
if the need arises.
It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in the
price of the Ordinary Shares rather than capital distribution via regular dividends. In addition, there
may be opportunities to spin out businesses in the form of distributions to Shareholders or make trade
sales of business divisions and therefore contemplate returns via special dividends. Given the nature of
the investment strategy, the Company does not intend to make additional regular and periodic disclosures
or calculations of net asset value outside of the requirements for a AQSE Growth Market traded company.
It is anticipated that the Company will hold investments for the medium to long term, although where
opportunities exist for shorter term investments, the Company may undertake such investments.
Notes to the financial statements (continued)
__________________________________________________________________________________________
Investing policy (continued)
In compliance with Rule 51 of the AQSE Exchange Rules, if the Company (as an Investment Vehicle) has not
substantially implemented its investing policy after the period of one year following Admission, it will
seek Shareholder approval in respect of the subsequent year for the further pursuit of its investment
strategy.
Pursuant to Rule 52 of the AQSE Exchange Rules, the Company (as an Investment Vehicle), is required to
substantially implement its investment strategy within a period of two years following Admission. In the
event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 57 of
the AQSE Exchange Rules, or if it has otherwise failed to substantially implement its investment strategy
within such two year period, AQSE Exchange will suspend trading of the Company's Issued Share Capital in
accordance with Rule 78 of the AQSE Exchange Rules. If suspension occurs, the Directors will consider
returning the Company's cash to Shareholders after deducting all related expenses.
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The Directors intend to review the investment strategy on an annual basis and, subject to their review
and in the absence of unforeseen circumstances, the Directors intends to adhere to the investment
strategy. Changes to the investment strategy may be prompted, inter alia, by changes in government
policies or economic conditions which alter or introduce additional investment opportunities. It is the
intention of the Directors to invest the Company's cash resources, as far as practicable, in accordance
with the investment strategy. However, due to market and other investment considerations, it may take
some time before the cash resources of the Company are fully invested.
It is intended that the funds initially available to the Company will be used to meet general working
capital requirements, to undertake due diligence on potential target acquisitions and to make investments
in accordance with the investment guidelines described above.
Statement of compliance with IFRS
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union and as applied in accordance with the provisions of the
BVI Business Companies Act 2004. The principal accounting policies adopted by the Company are set out
below.
Basis of preparation
The financial statements have been prepared on the historical cost basis, except for the measurement to
fair value of assets and financial instruments as described in the accounting policies below, and on a
going concern basis.
The financial report is presented in Pound Sterling (GBP) and all values are rounded to the nearest
thousand pounds (GBP'000) unless otherwise stated.
Notes to the financial statements (continued)
__________________________________________________________________________________________
New standards, amendments and interpretations adopted by the Company
During the financial year, the Company has adopted the following new IFRSs (including amendments thereto)
and IFRIC interpretations that became effective for the first time.
Standard Effective date, annual period
beginning on or after
Conceptual Framework and Amendments to References to the Conceptual 1 January 2020
Framework in IFRS Standards
Amendments to IFRS 3 Business Combinations 1 January 2020
Amendments to IAS 1 and IAS 8: Definition of Material 1 January 2020
Their adoption has not had any material impact on the disclosures or amounts reported in the financial
statements.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the following standards and
interpretations relevant to the Company and which have not been applied in these financial statements,
were in issue but were not yet effective.
Standard Effective date, annual period
beginning on or after
Reference to the Conceptual Framework (Amendments to IFRS 3 Business 1 January 2022*
Combinations)
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to 1 January 2022*
IAS 16)
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37 1 January 2022*
Provisions, Contingent Liabilities and Contingent Assets)
Annual improvements 2018-2020 cycle 1 January 2022*
Classification of Liabilities as Current or Non-Current: Amendments to IAS 1 January 2023*
1
*Not yet endorsed for use in the European Union
The adoption of these standards is not expected to have any material impact on the financial
statements of the Company.
Going Concern
The Directors noted the losses that the Company has made for the period ended 31 December 2020. The
Directors have prepared cash flow forecasts for the period ending 30 June 2022 which take account of the
current cost and operational structure of the Company.
The cost structure of the Company comprises a high proportion of discretionary spend and therefore in
the event that cash flows become constrained, costs can be quickly reduced to enable the Company to
operate within its available funding.
These forecasts demonstrate that the Company has sufficient cash funds available to allow it to
continue in business for a period of at least twelve months from the date of approval of these financial
statements. Accordingly, the financial statements have been prepared on a going concern basis.
It is the prime responsibility of the Board to ensure the Company remains as going concerns. At 31
December 2020, the Company had cash and cash equivalents of GBP272,000 and borrowings of GBPnil. The Company
has minimal contractual expenditure commitments and the Board considers the present funds sufficient to
maintain the working capital of the Company for a period of at least 12 months from the date of signing
the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis
in the preparation of the Financial Statements.
Notes to the financial statements (continued)
_________________________________________________________________________________________
2 Significant accounting policies
Finance costs / investment revenue
Borrowing costs are recognised as an expense when incurred.
Investment revenue is recognised as the Company becomes entitled to such revenue. Dividends are
accounted for on receipt thereof.
Share capital
Financial instruments issued by the Company are treated as equity only to the extent that they do not
meet the definition of a financial liability. The Company's ordinary shares are classified as equity
instruments.
Share-based payments
Where equity settled share options are awarded to employees, the fair value of the options at the date
of grant is charged to the statement of comprehensive income over the vesting period. Non-market
vesting conditions are taken into account by adjusting the number of equity instruments expected to
vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest.
Prior year restatement
During the year, the prior year accounting treatment of the tenement interest, which was classified as
an intangible asset, which was an error. Following this review, we have concluded that, the sale and
purchase agreement for the tenement interest and the Shangri la joint venture agreement are directly
linked to each other. The company and Goldfields have joint control over the tenement area and
therefore should be classified as an investment in a joint venture. The arrangement further meets the
requirements to be measured using the equity method in terms of IAS 28. See Note 19 for details of the
impact on the financial statements.
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not
change when an entity is required to use fair value, but rather provides guidance on how to measure
fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS
13 affected the principles that the Company uses to assess the fair value, but the assessment of fair
value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly
impacts the disclosures of the Company. It requires specific disclosures about fair value measurements
and disclosures of fair values, some of which replace existing disclosure requirements in other
standards.
The company has no assets or liabilities at fair value
Financial instruments
Financial investments
Non-derivative financial assets comprising the Company's strategic financial investments in entities
not qualifying as subsidiaries, associates or jointly controlled entities. These assets are classified
as financial assets at fair value through profit or loss. They are carried at fair value with changes
in fair value recognised through the income statement. Where there is a significant or prolonged
decline in the fair value of a financial investment (which constitutes objective evidence of
impairment), the full amount of the impairment is recognised in the income statement.
The company has no assets or liabilities at fair value
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Notes to the financial statements (continued)
__________________________________________________________________________________
Trade and other receivables
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at
amortised cost using the effective interest rate method. Trade and other receivables are accounted for
at original invoice amount less any provisions for doubtful debts. Provisions are made where there is
evidence of a risk of non-payment, taking into account the age of the debt, historical experience and
general economic conditions. If a trade debt is determined to be uncollectable, it is written off,
firstly against any provisions already held and then to the statement of comprehensive income.
Subsequent recoveries of amounts previously provided for are credited to the statement of comprehensive
income.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in
accordance with the expected credit loss model under IFRS 9. For trade and other receivables which do
not contain a significant financing component, the Company applies the simplified approach. This
approach requires the allowance for expected credit losses to be recognised at an amount equal to
lifetime expected credit losses. For other debt financial assets the Company applies the general
approach to providing for expected credit losses as prescribed by IFRS 9, which permits for the
recognition of an allowance for the estimated expected loss resulting from default in the subsequent
12-month period. Exposure to credit loss is monitored on a continual basis and, where material, the
allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of
the financial asset should a significant change in credit risk be identified.
The majority of the Company's financial assets are expected to have a low risk of default. A review of
the historical occurrence of credit losses indicates that credit losses are insignificant due to the
size of the Company's clients and the nature of its activities. The outlook for the natural resources
industry is not expected to result in a significant change in the Company's exposure to credit losses.
As lifetime expected credit losses are not expected to be significant the Company has opted not to
adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition
of lifetime expected credit losses on trade receivables. Allowances are calculated on a case-by-case
basis based on the credit risk applicable to individual counterparties.
Trade and other payables
Trade and other payables are held at amortised cost which equates to nominal value.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions
and liquid investments generally with maturities of 3 months or less. They are readily convertible
into known amounts of cash and have an insignificant risk of changes in values.
Investment in joint venture
A joint venture is a contractual arrangement whereby the Company and other parties undertake an
economic activity that is subject to joint control; that is when the strategic financial and operating
policy decisions relating to the activities require the unanimous consent of the parties sharing
control.
These financial statements include the Company's share of the total recognised gains and losses of
joint ventures using the equity method, from the date that significant influence or joint control
commences to the date that it ceases, based on present ownership interests and excluding the possible
exercise of potential voting rights, less any impairment losses. When the Company's interest in a joint
venture has been reduced to nil because the Company's share of losses exceeds its interest in the joint
venture, the Company only provides for additional losses to the extent that it has incurred legal or
constructive obligations to fund such losses, or where the Company has made payments on behalf of the
joint venture. Where the disposal of an investment in a joint venture is considered to be highly
probable, the investment ceases to be equity accounted and, instead, is classified as held for sale and
stated at the lower of carrying amount and fair value less costs to sell.
Reversals of impairment losses are recognised in the income statement.
Notes to the financial statements (continued)
___________________________________________________________________________________
Impairment of non-current assets
The carrying values of all non-current assets are reviewed for impairment when there is an
indication that the assets might be impaired. Any provision for impairment is charged to the statement
of comprehensive income in the year concerned.
Impairment losses on other non-current assets are only reversed if there has been a change in
estimates used to determine recoverable amounts and only to the extent that the revised recoverable
amounts do not exceed the carrying values that would have existed, net of depreciation or amortisation,
had no impairments been recognised.
Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income
statement, except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case the tax is also recognised in other comprehensive income or directly in
equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the balance sheet date in the countries where the company's subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation and establishes provisions
where appropriate on the basis of amounts expected to be paid to the tax authorities.
Provisions
Provisions are recognised when the Company has a present obligation as a result of a past event, it is
probable that the Company will be required to settle that obligation and a reliable estimate can be made
of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the balance sheet date, taking into account
the risks and uncertainties surrounding the obligation
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRSs requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources.
3
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate
is revised if the revision only affects that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
Significant estimates and assumptions that may have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities at 31 December 2020 are set out below:
Notes to the financial statements (continued)
__________________________________________________________________________________________
Carrying value of the investment in Joint Venture
Management have reviewed the carrying value of the investment for further signs of impairment. Due to the
pandemic and illness of the geologist there was no activity in the Joint Venture in the year to 31
December but limited activity has since commenced in 2021 which was sufficient to meet the minimum
licence spend of an average of USD2,000 per year over the licence period. The licence is due to expire in
August 2021 and the Company, together with its joint venture partner are in the process of renewing them.
Management acknowledge that the carrying value of the investment is at risk if the licence is not renewed
but they are not aware of any conditions that would result in the licence not being renewed as they have
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