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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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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good relationships with the local authority and have met all conditions of the licence, including the
minimum spend. Accordingly, the directors have concluded that they are very confident in the licence
being renewed and have concluded that no impairment is required.
In addition,
Valuation of share-based payments to employees
The Company estimates the expected value of share-based payments to employees and this is charged through
the income statement over the vesting period. The fair value is estimated using the Black Scholes
valuation model which requires a number of assumptions to be made such as level of share vesting, time of
exercise, expected length of service and employee turnover and share price volatility. This method of
estimating the value of share-based payments is intended to ensure that the actual value transferred to
employees is provided for by the time such payments are made.
4 Segmental information
An operating segment is a distinguishable component of the Company that engages in business activities
from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the
Company's chief operating decision maker to make decisions about the allocation of resources and
assessment of performance and about which discrete financial information is available.
The chief operating decision maker has defined that the Company's only reportable operating segments
during the period is that of investment within the Precious and Base Metals Sector.
Subject to further acquisitions the Company expects to further review its segmental information during
the forthcoming financial period.
The Company has not generated any revenues from external customers during the reported period.
In respect of the total assets of GBP359,000, all arise in the company and within the Investment sector
noted above.
5 Operating loss
Period to 31 Period to 31
Dec 2020 Dec 2019
GBP'000 GBP'000
Operating loss is stated after charging:
Directors' remuneration 50 51
Share option charge 1 -
Shares issued on lieu of services 20
Audit fees 14 10
Notes to the financial statements (continued)
__________________________________________________________________________________________
6 Directors' emoluments 2020 2019
GBP'000 GBP'000
Fees and benefits 50 51
Fees and Share based
salaries payments Total
2020 GBP'000 GBP'000 GBP'000
M Pulandaran 18 - 18
D Strang 2 32 1 33
A Lucas 1 - - -
C Gordon 3 - - -
50 1 51
Fees and Share based
salaries payments Total
2019 GBP'000 GBP'000 GBP'000
M Pulandaran 18 - 18
D Strang 2 6 - 6
A Lucas 1 9 - 9
C Gordon 3 18 - 18
51 - 51
Directors' fees totalling GBP18,000 have been accrued as at 31 December 2020 (2019: GBP24,000).
Directors' have no pension benefits which are accruing.
1. Aaron Lucas resigned 19 August 2019
2. D Strang appointed 22 October 2019
3. Christopher Gordon resigned 1 June 2020
The Company has no other directly employed personnel.
7 Taxation Year ended Year to 31
31 Dec 2020 Dec 2019
GBP'000 GBP'000
Total current tax - -
The standard rate applicable in the BVI is 0% (2019: 0%) for the reasons set out in the following
reconciliation:
2020 2019
GBP'000 GBP'000
Loss on ordinary activities before tax (100) (107)
Tax thereon at rates above - -
Current tax for the period - -
No deferred tax asset or liability has been recognised as the tax rate applicable in BVI is 0%
Notes to the financial statements (continued)
__________________________________________________________________________________________
8 Loss per share
2020 2019
The calculation of loss per share is based on the loss after taxation GBP'000 GBP'000
divided by the weighted average number of shares in issue during the period:
Net loss after taxation
(100) (107)
Number of shares
Weighted average number of ordinary shares for the purposes of basic loss 1,742,954
per share 1,720,003
Basic and diluted loss per share (expressed in pence) (5.74) (6.25)
As inclusion of the potential ordinary shares would result in a decrease in the earnings per share they
are considered to be anti-dilutive, as such, a diluted earnings per share is not included.
9 Investments in associates and joint ventures 31 December 31 December
2020 2019
GBP'000 GBP'000
Opening balance 136 136
Purchased during the period - -
Impairment - -
At 31 December - carrying value 136 136
On 10 December 2018, the Company completed 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 consideration
for AUSD220,000.
The consideration payable for the Tenement Interest is AUSD220,000 (the "Purchase Price"), satisfied by
AUSD20,000 paid by the Company to Goldfields in cash and the issuance of 190,000 ordinary fully paid shares
in the capital of the Company.
VVV 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. The JV will be controlled jointly but Goldfields, as local partner, will be entitled to a 10%
management fee of expenses incurred by the JV for services connected with the day to day management of
the JV.
As at 31 December 2020, there has been no activity within the JV, and no profit or loss attributable to
the Company.
10 Trade and other receivables
31 December 2020 31 December 2019
GBP'000 GBP'000
Current trade and other payables
Prepayments 18 18
Total 18 18
The fair value of these financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value.
Notes to the financial statements (continued)
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__________________________________________________________________________________________
11 Trade and other payables
31 December 31 December
2020 2019
GBP'000 GBP'000
Current trade and other payables
Trade creditors 28 30
Accruals 39 40
Total 67 70
The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.
12 Share capital Number Ordinary Deferred
of shares share share
capital capital
GBP000 GBP000
Allotted, issued and fully paid
At 31 December 2018 1,720,003 - 628
Share issue costs - - (5)
At 31 December 2019 1,720,003 - 623
Issue of new ordinary shares on 4 June 2020 40,000 - 20
At 31 December 2020 1,760,003 - 643
During the year, 40,000 shares were issued for GBP20,000 to settle certain financial liabilities
Warrants in issue
As at 31 December 2020, 30,600 warrants remain outstanding. No warrants were issued during the year
(2019: 30,600), and no warrants were exercised, or lapsed during the period ended 31 December 2020.
All of the warrants in issue and outstanding are exercisable at 50p per share, for a period up to 1
August 2023.
Share Options
The Company has as at 31 December 2020, 245,000 share options in issue and outstanding. During the year
170,000 options were issued (2019: nil), no options were exercised, cancelled or lapsed.
Notes to the financial statements (continued)
__________________________________________________________________________________________
13 Share based payments
Share Options
The Company operates share option schemes for certain employees (including directors). Options are exercisable at the option price agreed at the date of grant. The options are settled in equity once exercised. The expected life of the options is 5 years. All options issued in the period to 31 December 2020 vested immediately, with no vesting requirements.
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the period are as follows:
31 December 2020 31 December 2019
WAEP Number WAEP
Number
GBP GBP
Outstanding at the beginning of the period 75,000 0.50 75,000 0.50
Granted 170,000 0.55 - -
Exercised - - - -
Outstanding at the end of the year 245,000 0.53 75,000 0.50
Exercisable at year end 245,000 75,000
The share options outstanding at the end of the period have a weighted average remaining contractual life of 4.86 years and have the following exercise prices and fair values at the date of grant:
First exercise date (when vesting conditions are Grant date Exercise Fair 31 December 31 December
met) price value 2020 2019
GBP GBP Number Number
2 August 2018 2 August 0.50 0.3305 75,000 75,000
2018
4 June 2020 4 June 2020 0.55 0.0038 170,000 -
245,000 75,000
At 31 December 2020 245,000 options were exercisable (2019: 75,000).
For those options and warrants granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-Scholes model. The inputs into the model for the current and prior year were as follows:
Risk free rate Share price volatility Expected life Share price at date of grant 2 August 2018 1.00% 84% 60 months GBP0.50 4 June 2020 0.63% 84% 60 months GBP0.60
Expected volatility was determined by calculating the historical volatility of similar listed companies share prices for 12 months prior to the date of grant. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Company therefore recognised total expenses of GBP1,000 relating to equity-settled share-based payment transactions during the period.
Notes to the financial statements (continued)
__________________________________________________________________________________________
14 Financial instruments
The Company's financial instruments comprise cash at bank and payables which arise in the normal course
of business. It is, and has been throughout the period under review, the Company's policy that no
speculative trading in financial instruments shall be undertaken. The Company has been solely equity
funded during the period. As a result, the main risk arising from the Company's financial instruments is
currency risk.
Details of the significant accounting policies and methods adopted, including the criteria for
recognition, the basis of measurement and the basis on which income and expenses are recognised, in
respect of each class of financial asset, financial liability and equity instrument are disclosed in note
2 of the accounts.
2020 2019
GBP'000 GBP'000
Financial assets (current)
Cash and cash equivalents 272 354
Financial liabilities (current)
Trade payables and accruals 67 70
Notes to the financial statements (continued)
__________________________________________________________________________________________
15 Related party transactions
During the period, there were no related party transactions to disclose.
Remuneration of Key Management Personnel
The remuneration of the Directors and other key management personnel of the Company are set out below in
aggregate for each of the categories specified in IAS24 Related party Disclosures.
2020 2019
GBP'000 GBP'000
Short-term employee benefits 50 51
Share-based payments 1 -
51 51
Interest rate risk and liquidity risk
The Company is funded by equity, maintaining all its funds in bank accounts. The Company's policy
throughout the period has been to minimise the risk of placing available funds on short term deposit.
The short-term deposits are placed with banks for periods up to 1 month according to funding
requirements.
The Company had no undrawn committed borrowing facilities at any time during the period.
Currency risk
The Company is directly exposed to currency risk of its investments, as they are based in Australia, and
exposed to movement against the Australian Dollar as their assets, liabilities, revenue and expenditure
are denominated therein. The company is denominated in pound sterling.
Market risk
The company is not currently exposed directly to market risk in relation to its investments, as these are
not currently listed on any stock market anywhere in the world.
Fair values
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance
sheet) comprise cash held by the company with an original maturity of three months or less. The carrying
amount of these assets approximates their fair value.
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The directors consider there to be no material difference between the book value of financial instruments
and their values at the balance sheet date.
Risk management framework
The Company's board of Directors has overall responsibility for the establishment and oversight of the
Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Group's activities. The Group, through its training and management standards and procedures, aims to
develop a disciplined and constructive control environment in which all employees understand their roles
and obligations.
Cost may be an appropriate estimation of fair value at the measurement date only in limited
circumstances, such as for a pre-revenue entity when there is no catalyst for change in fair value, or
the transaction date is relatively close to the measurement date. Other indicators include insufficient
recent information , Wide range of possible fair values and cost represents the best estimate.
Notes to the financial statements (continued)
____________________________________________________________________________________
16 Capital Commitments & Contingent Liabilities
There are no non-cancellable capital commitments as at the balance sheet date. The Company has no
contingent liabilities at the balance sheet date.
17 Ultimate control
The Company has no individual controlling party.
18 Events after the end of reporting period
On 16 March 2021, the Company announced that Mr Rigoll was appointed executive chairman of the Company
and Mahesh Pulandaran had stepped down to non-executive director.
On 23 April 2021, the Company announced that it had raised GBP220,000 via placing of 440,000 shares at 50
pence per share.
Prior year restatement
19
The impact of the prior year restatement in respect of the classification of the investment in the
Shangri la joint venture is as follows:
2019 - As presented Restatement 2019 - As restated
Intangible asset 136 (136) -
Investments accounted for using the equity method - 136 136 -----------------------------------------------------------------------------------------------------------------------
ISIN: VGG9404A1030
Category Code: MSCM
TIDM: VVV
LEI Code: 213800OEUSH43X859D83
Sequence No.: 109794
EQS News ID: 1205169
End of Announcement EQS News Service
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