Gunsynd plc
Annual Report and Accounts 2023
Company Number: 05656604
CONTENTS
COMPANY INFORMATION ........................................................................................................................................ 1
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) ....................................................................... 2
DIRECTORS’ REPORT ................................................................................................................................................. 9
INFORMATION ON THE BOARD OF DIRECTORS ..................................................................................................... 14
CORPORATE GOVERNANCE STATEMENT ............................................................................................................... 15
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GUNSYND PLC ........................................................... 21
FINANCIAL STATEMENTS ........................................................................................................................................ 26
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JULY 2023 ............................................... 26
STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2023 ................................................................................... 27
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2023 ......................................................... 28
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JULY 2023 ..................................................................... 29
NOTES TO THE FINANCIAL STATEMENTS ............................................................................................................... 30
COMPANY INFORMATION
DIRECTORS
REGISTERED OFFICE
COMPANY WEBSITE
Hamish Harris
Donald Strang
Peter Ruse
(Executive Chairman)
(Executive Director)
(Non-Executive Director)
78 Pall Mall, St James’s
London
SW1Y 5ES
www.gunsynd.com
COMPANY REGISTRATION NUMBER
05656604 (England and Wales)
NOMINATED ADVISER AND JOINT BROKER
JOINT BROKER
AUDITOR
SOLICITOR
BANKERS
REGISTRAR
Cairn Financial Advisers LLP
9th Floor
107 Cheapside
London
EC2V 6DN
Peterhouse Capital Limited
3rd floor, 80 Cheapside
London
EC2V 6EE
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
London
E14 4HD
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
B63 3DA
1
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW)
I present the annual report and financial statements for the year ended 31 July 2023. The Company made a loss for the year
to 31 July 2023 of £1,706,000 (2022: loss £2,426,000) after taxation. The loss was a result of unrealised losses on the value of
investments held. The Company had net assets of £2,145,000 (2022: £3,851,000) at 31 July 2023, and cash balances of £164,000
(2022: £824,000).
Review of Investments
1. NATURAL RESOURCES INVESTMENTS
Charger Metals Limited (“Charger”)
Gunsynd currently holds 2.5m shares in Charger representing approximately 4% of Charger’s issued share capital.
Charger (ASX: CHR) is a Western Australian ("WA") focussed base metals (Ni,Cu,Co-PGE) and lithium exploration company
which currently holds three highly prospective projects in WA and the Northern Territory (”NT”) in Australia.
Highlights to 30 September 2023 for its current projects:
Bynoe Lithium Project, NT (Charger 70%)
• Maiden reverse circulation (RC) drill programme and diamond drill programme commenced.
• Initial ~2,000m RC drill programme completed as first-pass test of high priority targets including the Megabucks, Old Bucks
and Enterprise prospects.
• Assays confirm significant lithium mineralisation in spodumene-bearing pegmatites at the Enterprise Prospect, with results
including:
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-
7m @ 0.96% Li2O from 107m, including 5m @1.13% Li2O from 108m (CBYRC023); and
16m @ 0.65% Li2O from 185m, including 1m @1.91% Li2O from 198m (CBYRC024)
• First hole of 1,500m diamond drill programme intersected 19.25m of spodumene-bearing pegmatite at the Enterprise
Prospect – assays pending
• 5,000m RC drill programme commenced early July (post reporting period) with two drill rigs operating concurrently with the
diamond rig
Lake Johnston Lithium Project, WA (Charger 70%-100%)
• Assay results received for the maiden RC drill programme completed at the Medcalf Spodumene Prospect, which totalled 41
holes for 7,199 metres and:
- Delineated a swarm of stacked spodumene-bearing pegmatites up to 13m thick (down-hole) within a 100m wide
corridor along 700m of strike and 250m down-dip
Confirmed numerous high-grade lithium results returned from spodumene-bearing pegmatites
-
• Priority targets have been identified for follow-up drilling to test for extensions to the high-grade lithium mineralisation
2
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) CONTINUED
Rincon Resources Pty Ltd (“Rincon”)
Gunsynd holds 11.1 million shares representing approximately 6.5% of Rincon’s issued share capital.
Rincon (ASX: RCR) is a Western Australian (“WA”) focussed gold and base metals exploration company quoted on the ASX. It
holds the rights to three highly prospective gold and copper projects in WA, with its main focus on the South Telfer Project,
covering 50,000-hectares in Paterson province. Each project has been subject to historical exploration, which has identified
prospective mineralised systems. Rincon is systematically exploring these projects, aiming to delineate economic resources.
Highlights to 30 September 2023 for its current projects:
South Telfer Copper-Gold Project
-
-
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3,000m reverse circulation (“RC”) drilling program at Mammoth underway.
29m zone of quartz-sulphide mineralisation intersected down-dip of historic ‘Westin’ high grade gold intercept
Successful application for Exploration Incentive Scheme (“EIS”2) co-funding grant of up to $180,000 for Recurve RC
drilling program.
The final report for the Hasties technical review now received with planning for next steps underway.
West Arunta Project (formerly Kiwirrkurra project)
- Heritage survey completed ahead of diamond drilling program at Pokali.
-
-
1,000m diamond drilling program at Pokali set to commence as soon as site works are completed.
Site reconnaissance completed with a further 46 rock-chip samples collected for analysis.
Laverton Project
-
The final report for the Laverton Project assessment, target generation and prioritisation process now received with
planning for next steps underway.
Pacific Nickel Limited ("Pacific Nickel")
Gunsynd currently holds 2.78m shares in Pacific Nickel representing approximately 0.66% of its issued capital.
Highlights to 30 September 2023 for its current projects:
Kolosori Nickel Project (PNM 80%)
• Final drawdown of US$19m from the Glencore International AG (Glencore) Financing Facility
• Execution of a Barging Agreement with Marinepia Shipping Company Limited for the Transfer of Nickel Ore
• Mining Contractor HBS PNG Pty Ltd (HBS) delivered two tranches of mining equipment to site from PNG.
• HBS commenced major development activities (working 24 hours, two shift operations) including:
-
-
-
-
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-
Construction of the haul road and access roads to the stockpile area.
Commenced major earth works and removal of overburden from the first higher-grade ore blocks.
Backfill for the wharf.
Construction of site laboratory.
Construction of mining contractors workshop area.
Construction of a 250 man camp.
Subsequent to the reporting period, commencement of mining and stock piling of nickel ore for shipment forecast for
November 2023.
Jejevo Nickel Project (PNM 80%)
• Subsequent to the Quarter, the Company has entered into a Surface Access Rights Agreement (SARA) for a Mining Lease
with landowners in respect of the Jejevo Nickel Project.
Corporate:
• Cash of $23.075 million at 30 September 2023
3
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) CONTINUED
Eagle Mountain Mining Limited (“Eagle Mountain”)
Gunsynd holds 2.5 million shares in Eagle Mountain representing approximately 1% of its issued share capital.
Eagle Mountain Mining Limited (ASX: EM2), is a copper focused exploration and development company with a key objective of
becoming a low emission producer at its high-grade Oracle Ridge project in Arizona, USA, to supply the rapidly growing green
energy market.
Highlights to 30 September 2023 for its current projects:
- Further positive drilling and channel sampling results confirmed potential upside to the mineral resource estimate (MRE)
- Underground channel sampling assays were some of the strongest to date including:
− 15.3m at 4.02% Cu, 18.71g/t Ag and 0.14g/t Au
− 19.2m at 3.32% Cu, 37.66g/t Ag and 0.31g/t Au
− 35.7m at 2.60% Cu, 14.86g/t Ag and 0.08g/t Au
− 32.6m at 2.23% Cu, 26.13g/t Ag and 0.28g/t Au including
1.6m at 9.47% Cu, 100g/t Ag and 1.01g/t Au
- Drill core assays are expected to increase both the resource size and quality of the MRE. Results received during the Quarter
include: 11.4m at 2.29% Cu, 16.45g/t Ag and 0.14g/t Au; 4.4m at 2.23% Cu, 23.41g/t Ag and 0.39g/t Au; and 63.9m at 1.11%
Cu, 10.14g/t Ag and 0.09g/t Au
-Various metallurgical test work programs progressed including Ore sorting; Concentrate variability testwork including locked
cycle tests; Flash floatation testwork; High pressure grind roll comminution tests; Mineral speciation testwork; and Magnetic
separation testwork to recover magnetite or garnets
-Assessment of sulphide leaching processes commenced which could reduce capital and operating costs for the Project
- New MRE update on track for completion in the December 2023 quarter incorporating drilling and channel sampling
undertaken since the previous MRE in October 2022 and extensive new knowledge gained from the underground mapping
program
-$1.6 million in cash available at the end of the Quarter
Aberdeen Minerals Limited (“Aberdeen”)
Gunsynd subscribed for 2,000,000 shares at 7.5 pence per ordinary share for a total consideration of £150,000 as part of the
fundraising announced on 16 January 2023.
Recent update from Aberdeen:
-Aberdeen has been awarded £294,000 in grant funding by the UK Government through the Automotive Transformation Fund
("ATF").
-Aberdeen expects the ATF grant will meet 70% of the cost of a feasibility study into innovative methods to process the minerals
at the company's Arthrath Nickel-Copper-Cobalt Project in Aberdeenshire. This study will investigate the potential to accelerate
the production of cathode raw materials in North East Scotland for UK battery manufacturing, using more environmentally
sustainable and socially acceptable approaches than the carbon-intensive, overseas supply chains on which UK industry
currently relies.
-Innovations to be tested include Glycine Leaching Technology, a technique patented by Draslovka, which uses glycine, a non-
toxic amino acid often used as a food additive or nutritional supplement in humans and animals, as an environmentally
sustainable and cost-effective way to produce critical minerals.
-The ATF is delivered by the Advanced Propulsion Centre ("APC") in collaboration with the Department for Business and Trade
and Innovate UK to support large-scale industrialisation and the transition to net zero. The ATF grant awarded to Aberdeen is
part of a broader package of funding announced by APC.
4
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) CONTINUED
Omega Oil & Gas Limited (“Omega”)
Gunsynd subscribed for 450,000 shares at AUD 20 cents per ordinary share for a total consideration of AUD$90,000
(approximately £50,000) as part of the IPO fundraising announced on 25 October 2022.
Omega Oil and Gas Limited ("Omega") is an ASX listed Australian energy and resources company focused on natural gas
exploration and oil production (ASX: OMA), on its Basin-Centred Gas drilling campaign.
Recent update from Omega:
•
•
•
•
•
•
•
Estimated maiden gross 2C contingent resources of 1.73 trillion cubic feet ("TCF") and 3C contingent resources of 4.5
TCF across Omega Oil and Gas' 100% owned ATPs 2037 and 2038 in Queensland's Taroom Trough.
Net 2C contingent resources comprise 1.51 TCF Gas and 68.6 million barrels (MMBBLS) of condensate.
The independent resource assessment, based on the Canyon drilling campaign results, was conducted by Netherland,
Sewell & Associates, Inc., a global leader in petroleum property analysis.
Allocated resources based on a modelled average reservoir thickness of 27m in the Kianga Formation which is 221m
thick at the site of the Canyon 2 well.
Strong growth potential, with further assessment to be considered on other hydrocarbon-bearing reservoirs within the
Kianga Formation and the Back Creek Group, which are highly prospective.
The next phase of exploration and appraisal includes an innovative horizontal well targeting the Kianga Formation and
a multi-stage stimulation.
The $21 million capital raising completed on 8 August 2023 fully funds the next stage of exploration and appraisal.
First Tin Limited (“First Tin”)
Gunsynd currently holds 618,000 shares in First Tin representing approximately 0.3% of its issued capital.
First Tin (LSE:1SN) successfully completed its IPO on the Standard List of the London Stock Exchange in April 2022, raising £20
million (before expenses) of new equity capital, positioning it to invest into and add value to its advanced portfolio of tin assets.
As part of the IPO, First Tin acquired the Taronga tin asset in NSW Australia, the 5th largest undeveloped tin reserve globally.
Taronga will now be developed alongside First Tin’s other lead asset of Tellerhäuser which is located in Saxony in Germany.
First Tin recently commenced Definitive Feasibility Studies (“DFS”) at Taronga and Tellerhäuser, which are both scheduled to
be completed in Q4 2023. During the period, the management team focused on advancing both assets through their respective
DFS. Strong operational progress was made at the Taronga asset, successfully completing all drilling and exploration work and
publishing an updated JORC compliant Mineral Resource Estimate (“MRE”) which increased the size of the Taronga resource
by over 240% to 133 million tonnes. This updated JORC MRE statement demonstrates the true scale of the Taronga asset and
there remains plenty of scope to further increase the size of total resource both from the Taronga asset itself and from its
satellite orebodies.
Oyster Oil and Gas Limited ("Oyster")
Gunsynd has a holding valued at £130,000, and there has been no material change since year end. The oil price gives the
Company some confidence of restoring value to this investment. Gunsynd will update the market as and when material
developments occur.
5
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) CONTINUED
2. OTHER INVESTMENTS
Rogue Baron PLC (“Rogue Baron”)
Rogue Baron PLC (AQSE: SHNJ) is a leading company in the premium spirit sector listed on the Access segment of the AQSE
Growth Market. Gunsynd currently holds 21,543,563 ordinary shares in Rogue Baron, representing approximately 24% of its
issued share capital. Gunsynd also retains a balance of £111,464 of Convertible Loan Notes consisting of accrued interest.
Rogue Baron’s flagship Shinju Whisky won two medals in October 2021 including a double gold with a perfect score of 100
when voted best whisky at the 2021 Santé International Spirit Competition. In November 2021 Shinju won another gold medal,
this time at the prestigious John Barleycorn awards.
Following the successful completion of transitioning to our new USA distributor in September 2022, Rogue Baron resumed full-
scale sales operations in October. During the fourth quarter of 2022, Rogue Baron sold around 930 cases of Shinju whisky
worldwide, marking an impressive growth of approximately 100% compared to the corresponding period in 2021. Sales of
Shinju whisky decreased during the first quarter of 2023 as Q1 tends to be the slowest quarter in the spirits industry. While
this slowdown may impact our short-term sales figures, Rogue Baron projects an increase in sales as they move further into
the Spring and Summer months.
Rogue Baron anticipates a favourable outlook for sales and margins in the second half of 2023. This positive projection is
primarily attributed to the resolution of shipping issues that have arisen in recent years, but maintaining proper inventory
levels will be necessary to continue the growth. Additionally, there is potential for significant growth as Rogue Baron intends
to launch the 8- year-old Shinju expression into the United States market for the first time, projected in late 2023.
With an established distribution network in both Europe and the US, Rogue Baron is confident that securing the required capital
would enable it to achieve a substantial increase in revenue within the short to medium term. At the time of releasing these
accounts, they are actively engaged in discussions with multiple potential investors. There is an optimistic outlook that the
necessary funds can be raised, leading to higher levels of revenue and profitability in the future.
Low 6 Limited (“Low6”)
The Company invested approximately £265,000 in Low6 of which £152,000 was impaired during the year to reflect the most
recent valuation of Low6 share price. We hold 0.66% of Low6's issued share capital.
Recent update from Low6:
Low 6 has reached a significant milestone by generating revenue of just under £1m (unaudited) for the quarter ended 30
September 2023, and expects to continue its current trajectory during Q2. Its financial year runs from 1 July 2023 to 30 June
2024. Audited revenue for the year ended 30 June 2022 was £854,851 and loss before tax was £18,350,342.
Low 6 was successful in a Request for Proposal (RFP) process with 'OPTA' Stats Perform. Its work with OPTA focuses on the
launch of multiple games based on Premier League statistics. Low6 also successfully launched products with Oddschecker for
the new English Premier League season and signed a significant contract extension with Rush Street Interactive in North
America for product development over the next 18 months.
Oscillate plc (“Oscillate”; formerly DiscovOre plc)
Oscillate is an investment company listed on the AQSE Growth Market Exchange with the ticker, AQSE: MUSH. In April 2021,
Gunsynd invested £200,000 into Oscillate being 10 million shares at 2p representing circa 4.5% of Oscillate. Oscillate underwent
internal repositioning and restructuring during what has been a difficult year.
Other unlisted investments
The Company has various other minor stakes in unlisted public company investments totalling £124,000. These have been
impaired by £62,000 during the year to reflect the downturn in economic markets.
6
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) CONTINUED
Finance Review
As noted above, the Company made a loss for the year of £1,706,000 (2022: loss £2,426,000) after taxation. Most of the loss
generated was from decrease in value of the Company’s investment portfolio. The Company had net assets of £2,145,000
(2022: £3,851,000) at 31 July 2023, and cash balances of £164,000 (2022: £824,000).
Outlook
Whilst good progress was made by a number of companies in our portfolio this unfortunately hasn’t been as yet reflected in
their share price performance. The board took the decision to take profits on some of our listed investments at prices much
higher than they are today which has allowed the Company to maintain a healthy cash balance. Gunsynd has not raised money
since 2020. Gunsynd maintains a low fixed cost structure and this will continue through volatile and uncertain conditions across
global markets.
We maintain a level of diversification in our portfolio with positions in natural resources, gaming and beverages.
The Board continues to look at investments in line with its investment policy as highlighted on the Company’s website. This
could potentially include increasing a stake(s) in investments already held. Such investment(s) may or may not lead to a reverse
takeover.
The Board would also like to take this opportunity to thank shareholders 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.
This section serves as the Directors’ Section 172 statement and should be read in conjunction with the Director’s Statement
and Strategic Report and the Report from the Company’s Corporate Governance Committee. This disclosure describes how the
Directors have had regard to the matters set out in section 172(1)(a) to (f) and forms the Directors’ statement required under
section 414CZA of The Companies Act 2006.
The matters set out in Section 172(1) (a) to (f) are that a Director must act in the way they consider, in good faith, which would
be most likely to promote the success of the Company for the benefit of its stakeholders as a whole, and in doing so have
regard (amongst other matters) to:
• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• Foster the Company's relationships with suppliers, customers and others, and
• Consider the impact of the Company's operations on the community and the environment.
In the above Chairman’s Report, the Company has set out the short to long term strategic priorities, and described the plans
to support their achievement. 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.
7
CHAIRMAN’S REPORT (INCORPORATING THE STRATEGIC REVIEW) CONTINUED
s172 Statement continued
The application of the s172 requirements during the year can be demonstrated through the choice of investments made in the
year, as described in the Chairman’s report, all of which have been chosen to maximise profits for our members, whilst ensuring
they meet our requirements on their impact on the local communities and environment.
Stakeholder mapping and engagement activities within the reporting period.
The Company continuously interacts with a variety of stakeholders important to its success, such as equity investors, business
partners, workforce, government bodies, suppliers and advisors. The Company strives to strike the right balance between
engagement and communication. Furthermore, the Company works within the limitations of what can be disclosed to the
various stakeholders with regards to maintaining confidentiality of market and/or commercially sensitive information.
The table below acts as our Section 172 statement by setting out the key stakeholder Groups and how the Group has engaged
with them over the reporting year.
Who: Key Stakeholder Groups
Why: why is it important to engage
this group of stakeholders
How: how Gunsynd engaged with the
stakeholder group and outcomes
Equity Investors and Business Partners Access to capital is of vital importance
to the Group to ensure long-term
success.
The Company’s long-term success is
predicated on the commitment of our
workforce to our vision and the
demonstration of our values on a daily
basis.
A good relationship with key suppliers
is essential to ensure timely supplies
so as to not interrupt the smooth
running of the business.
Key advisors are essential to ensure
we maintain good governance in all
areas.
Workforce
Key suppliers and Advisors
Hamish Harris
Chairman
20 December 2023
The Board engages with investors at
the AGM, through RNS releases and
maintains regular dialogue with key
investors, and business partners.
The Company has few employees, and
has in place appropriate policies to
reward key personnel.
Regular communication takes place
with all staff, and the Company has not
experienced any problems.
Regular communication takes place
with all key advisors and suppliers.
The Company has not experienced any
problems with suppliers or corporate
governance issues during the year.
8
DIRECTORS’ REPORT
The Directors present their annual report on the Company and its audited financial statements for the year ended 31 July 2023.
Principal activity
As at 31 July 2023 the principal activity of the Company was that of seeking to invest in and/or acquire companies and/or
projects within the natural resources sector, life sciences sector (concentrating on but not being limited to, plant-based nutrition
and environmentally friendly alternatives to food sources) and the alcoholic beverage sector, (concentrating on but not being
limited to, ingredients used within the production of such beverages including sugar cane, agave, and molasses) which the Board
considers, in its opinion, have potential for growth. The Company will consider opportunities in all sectors as they arise if the
Board considers there is an opportunity to generate potential value for Shareholders. The geographic focus will primarily be
Europe, Australia, the US and the Caribbean, however investments may also be considered in other regions to the extent the
Board considers that potential value can be achieved.
Results and dividends
The statement of comprehensive income is set out on page 26 and has been prepared in Pounds Sterling, the functional and
reporting currency of the Company.
The Company’s net loss after taxation attributable to equity holders of Gunsynd plc for the year was £1,706,000 (2022: loss
£2,426,000).
No dividends have been paid or proposed.
Key Performance Indicators
The Key Performance Indicators ("KPIs") for the Company are listed as follows:
(Loss)earnings per share
(Loss) before tax
(Loss) on investments
Value of financial investments held
Cash at bank and in hand
2023
(0.361)p
£(1,706,000)
£(1,078,000)
£1,891,000
£164,000
2022
(0.540)p
£(2,426,000)
£(1,947,000)
£2,934,000
£824,000
% Change
n/a
n/a
44.63%
(33.55)%
(80.10)%
Review of the business and future developments
A full review of the Company’s performance, financial position and future prospects is given in the Chairman’s Report
(incorporating the Strategic Review).
Principal risks and uncertainties
The Directors have in place a process of regularly reviewing risks to the business and monitoring associated controls, actions
and contingency plans.
The Company’s principal risks and uncertainties, including financial risk management policies, are set out in the Corporate
Governance Statement and in Note 18.
Loss of key employees
Loss of knowledge and skills to the Company is a key risk. In response to this risk, remuneration policies are designed to
incentivise, motivate and retain key employees.
Investment risk
The Company is dependent upon the success of its investee companies, and there is a risk that the Company may invest in
companies that fail to perform. Management research potential investments and the market in which they operate and
consider both the short and long term prospects. The Company continually monitors its investments’ progress, share prices
and news information.
9
DIRECTORS’ REPORT CONTINUED
Financial risk management objectives and policies
The Company’s principal financial instruments are available for sale assets, trade receivables, trade payables, loans and cash at
bank. The main purpose of these financial instruments is to fund the Company's operations.
It is, and has been throughout the period under review, the Company’s policy that no trading in financial instruments shall be
undertaken. The main risks arising from the Company’s financial instruments are liquidity risk and interest rate risk. The Board
reviews and agrees policies for managing each of these risks and they are summarised below. Further information is available
in Note 18 to the financial statements.
Liquidity risk
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of equity and
its cash resources.
Market risk
The Company is subject to market risk in relation to its investments in listed companies held as available for sale assets. The
Company is exposed to fluctuating commodity prices in respect of the underlying assets. The Company seeks to manage this
risk by carrying out appropriate due diligence in respect of the projects in which it invests.
The Company is exposed to the volatility of the stock markets around the world, on which it holds shares in various listed
entities, and the fluctuation of share prices of these underlying companies. The Company manages this risk through constant
monitoring of its investments share prices and news information, but does not hedge against these investments.
Foreign exchange risk
The foreign currency transactions the Company enters into are either denominated in USD, AUD and or CAD. These are all in
relation to the Company’s investments in non-current assets. These are not considered to hold a separate currency risk as
movements in foreign currencies form part of the market price risk covered above.
Directors and their interests
The Directors who served during the year were:
H Harris
D Strang
P Ruse
The interests of the serving Directors as at 31 July 2023 or at date of resignation, in the ordinary share capital of the Company
(all beneficially held) were as follows
31 July 2023
No. shares No. of options
Hamish Harris
Donald Strang
Peter Ruse
3,161,476
12,820,211
4,164,706
8,000,000
8,000,000
-
No. of
warrants
-
-
-
31 July 2022
No. shares No. of options
3,161,476
12,820,211
4,164,706
8,000,000
8,000,000
6,350,000
No. of
warrants
-
-
-
Directors’ remuneration
The remuneration of the Executive Directors paid during the year was fixed on the recommendation of the Remuneration
Committee. The remuneration of the Non-Executive Director paid during the year was fixed on the recommendation of the
Executive Directors. This has been achieved acknowledging the need to maximise the effectiveness of the Company’s limited
resources during the year.
Fees paid to each Director for the year ended 31 July 2023 are set out in Note 6 to the financial statements.
10
DIRECTORS’ REPORT CONTINUED
Substantial shareholdings
Other than as summarised below, the Directors have not been advised of any individual interest, or group or interests held by
persons acting together, which at 12 December 2023 exceeded 3% of the Company’s issued share capital.
Hargreaves Lansdown (Nominees) Limited (Des:HLNOM)
Hargreaves Lansdown (Nominees) Limited (Des:15942)
Interactive Investor Services Nominees Limited (Des:SMKTNOMS)
Link Market Services Trustees (Nominees)Limited (Des:GUNLGCCN)
Pershing Nominees Limited (Des:WRCLT)
Barnard Nominees Limited
Thomas Grant And Company Nominees Limited (Des:TGNOMS)
Interactive Investor Services Nominees Limited (Des:SMKTISAS)
Thomas Grant And Company Nominees Limited (Des:PETERH)
Hargreaves Lansdown (Nominees) Limited (Des:VRA)
Vidacos Nominees Limited (Des:IGUKCLT)
Barclays Direct Investing Nominees Limited (Des:CLIENT1)
Winterflood Securities Limited (Des:WINSCREP)
Barnard Nominees Limited (Des:OBNOMDIS)
Employees
The Company has only one direct employee.
Creditor payment policy
The policy of the Company is to:
Number of
ordinary shares held
% of issued
share capital
46,948,992
40,574,447
33,642,889
30,000,000
25,078,847
25,000,000
24,150,583
23,530,910
21,500,000
20,802,058
20,709,150
19,358,393
18,278,266
16,950,000
8.46%
7.31%
6.06%
5.41%
4.52%
4.51%
4.35%
4.24%
3.88%
3.75%
3.73%
3.49%
3.29%
3.06%
(a)
(b)
(c)
Agree the terms of payment with suppliers when settling the terms of each transaction;
Ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
Pay in accordance with its contractual and other legal obligations provided suppliers comply with the terms and
conditions of supply.
Directors’ liability
As permitted by the Companies Act 2006, the Company has purchased insurance cover for the Directors against liabilities in
relation to the Company.
Charitable donations
During the period, the Company made no charitable donations (2022: £Nil).
Financial reporting
The Board has ultimate responsibility for the preparation of the annual audited accounts. A detailed review of the performance
of the Company is contained in the Chairman’s report (incorporating Strategic Review). Presenting the Chairman’s Report
(incorporating Strategic Review) and Director’s Report, the Board seeks to present a balanced and understandable assessment
of the Company’s position, performance and prospects.
Internal control
A key objective of the Directors is to safeguard the value of the business and assets of the Company. This requires the
development of relevant policies and appropriate internal controls to ensure proper management of the Company’s resources
and the identification and mitigation of risks which might serve to undermine them. The Directors are responsible for the
Company’s system of internal control and for reviewing its effectiveness. It should, however, be recognised that such a system
can provide only reasonable and not absolute assurance against material misstatement or loss.
11
DIRECTORS’ REPORT CONTINUED
Events after the reporting period
Events after the reporting period are set out in Note 22 to the financial statements.
Auditor
The Directors will place a resolution before the Annual General Meeting to re-appoint PKF Littlejohn LLP as auditor for the
coming year.
Corporate Governance
Gunsynd is committed to undertaking its activities in accordance with the highest international social, environmental and
operational standards. For detailed information please refer to the corporate governance statement on page 15.
Going concern
The financial statements have been prepared on a going concern basis, notwithstanding the loss for the year ended 31 July
2023. This basis assumes that the company will have sufficient funding to enable it to continue to operate for the foreseeable
future and the Directors have taken steps to ensure that they believe that the going concern basis of preparation remains
appropriate.
The Company made a loss for the year of £1,706,000 (2022: loss £2,426,000) after taxation. The Company had net assets of
£2,145,000 (2022: £3,851,000) and cash balances of £164,000 (2022: £824,000) at 31 July 2023. The Directors have prepared
financial forecasts which cover a period of at least 12 months from the date that these financial statements are approved to 31
December 2024. These forecasts show that the Company expects to have sufficient financial resources to continue to operate
as a going concern.
In forming the conclusion that it is appropriate to prepare the financial statements on a going concern basis the Directors have
made the following assumptions that are relevant to the next twelve months:
–
in the event that the Company’s investments require further funding, sufficient funding from the sale of investments or
through a capital raise can be obtained; and
in the event that operating expenditure increases significantly as a result of successful progress with regards to the
Company’s investments, sufficient funding from the sale of investments or through a capital raise can be obtained.
–
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. As a
junior investment company, the Directors are aware that the Company must go to the marketplace to raise cash to meet its
investment plans, and/or consider liquidation of its investments and/or assets as is deemed appropriate. The Company has
previously constantly demonstrated its ability to raise further cash by way of completing placings during the prior years and are
confident of further equity fund raising should the company require such cash injection. Therefore, they are confident that
existing cash balances, along with the any new funding would be adequate to ensure that costs can be covered.
The Directors are therefore of the opinion that the Company has adequate financial resources to enable it to continue in
operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial
statements.
The Company's employee can carry out their duties remotely, via the network infrastructure in place. As a result, there was no
disruption to the operational activities of the Company during the COVID-19 social distancing and working from home
restrictions. All key business functions continue to operate at normal capacity. Within the Company’s portfolio are investments
that have experienced a slowdown within their own operations during the COVID-19 crisis, however the operating performance
of those investments is not expected to have any material impact on the Company’s cash flows.
12
DIRECTORS’ REPORT CONTINUED
Statement of directors’ responsibilities
Company law requires the Directors to keep reliable accounting records which correctly explain the transactions of the
Company, enable the financial position of the Company to be determined with reasonable accuracy at any time and allow
financial statements to be prepared. The shareholders have resolved, in accordance with the Companies Act 2006 and the
Articles of Association, that the Directors prepare financial statements for each financial period which give a true and fair view
of the state of affairs of the Company and of its profit or loss for that period.
On this basis the Directors have elected to prepare the financial statements for the Company in accordance with UK adopted
International Accounting Standards (IAS) and applicable law.
International Accounting Standards require that accounts present fairly for each financial period the Company’s financial
position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other
events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses
set out in the International Accounting Standards Board’s ‘Framework for the preparation and presentation of accounts’. In
virtually all circumstances, a fair presentation will be achieved by compliance with all applicable UK adopted International
Accounting Standards. However, Directors are also required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable UK adopted International Accounting Standards have been followed, subject to any material
departures disclosed and explained in the accounts; and
• prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in
business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that the accounts comply with the Companies Act 2006. They
have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Website publication
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of disclosure to auditors
So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware.
Additionally, the Directors have taken all the necessary steps that they ought to have taken as directors in order to make
themselves aware of all relevant audit information and to establish that the Company’s auditors are aware of that information.
By order of the Board of Directors
Hamish Harris
Director
20 December 2023
13
INFORMATION ON THE BOARD OF DIRECTORS
Hamish Harris – Executive Chairman
Hamish holds a Bachelor of Commerce and has held positions within market risk management at numerous financial
institutions including Nomura Group, Deutsche Bank AG and BZW plc in Singapore, Hong Kong and London. Hamish is also a
Director on an AQSE listed company. Hamish is a member of both the Audit and Remuneration committees.
Donald Strang – Executive Director
Donald is a member of the Australian Institute of Chartered Accountants and has been in business for over 20 years, holding
senior financial and management positions in both publicly listed and private enterprises in Australia, Europe and Africa. He
has considerable corporate and international expertise and over the past decade has focussed on mining and exploration
activities. He is currently also a director of Cadence Minerals plc and a director of an ASX listed company. Donald is a member
of both the Audit and Remuneration committees.
Peter Ruse – Non-Executive Director
Peter is a finance professional with over 12 years of extensive experience in Equity Funds Management and Private/Institutional
Wealth Management specialising in Mining/Minerals and Industrial related sectors. Peter is a member of both the Audit and
Remuneration committees. He is currently also a director of other ASX listed companies.
14
CORPORATE GOVERNANCE STATEMENT
All members of the Board believe strongly in the value and importance of good corporate governance and in our accountability
to all stakeholders including staff, shareholders and clients. In order to meet the requirements of AIM Rule 26 we have chosen
to follow the Quoted Companies Alliance’s (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies.
As Chairman, I lead the Board and take ultimate responsibility for ensuring that there is absolute clarity in our strategy and our
quantitative and qualitative objectives and the collective and individual responsibilities of the Directors.
Importantly my responsibilities include ensuring that the Company maintains its strong values of delivery, integrity, trust, client
service and good corporate governance and in so doing deliver value for shareholders over the medium to long term.
In the following statement we give a summary of how our Board and its committees operate and how we are applying the ten
principles of the QCA Code.
1. Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the adoption of
an investing strategy for the Company. Gunsynd plc is an investing company with a focus to acquire a diverse portfolio of direct
and indirect interests in exploration and producing projects and assets in the natural resources sector in addition to seeking
any acquisition in other sectors as they arise if the Board considers there is an opportunity to generate potential value for
Shareholders. The geographical focus will primarily be Europe, Australia, the US and the Caribbean, however, investments may
also be considered in other regions to the extent that the Board considers that valuable opportunities exist and potential value
can be achieved.
2. Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders and analysts have the opportunity to discuss issues and
provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual
General Meeting. Investors also have access to current information on the Company though its website, www.gunsynd.com,
and via Hamish Harris, Executive Chairman, who is available to answer investor relations enquiries.
3. Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long term success of the Company is reliant upon the efforts of the directors of the Company
and its investors, investee companies, regulators and other stakeholders. The Board has regular discussions and meetings with
shareholders, regulators and investee companies to ensure that there is close oversight and contact.
For example, the Company conducts an AGM each year and other general meetings with shareholders whereby they are able
to voice any concerns they have with the Company. These feedback processes help to ensure that the Company can respond
to new issues and opportunities that arise to further the success of the Company. The Company has close ongoing relationships
with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the
Company.
4. Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures
are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company.
The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in place. This
matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them. The Audit and
Compliance Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following
principal risks and controls to mitigate them, have been identified:
15
CORPORATE GOVERNANCE STATEMENT CONTINUED
Activity
Financial
Risk
Liquidity, market and credit
risk
Impact
Inability to continue as going
concern
Control(s)
Robust capital management
policies and procedures
Reduction in asset values
Inappropriate controls and
accounting policies
Incorrect reporting of assets
and/or loss through theft or
fraud
The board agrees and signs
all annual reports which
details accounting policies.
Covid-19
Affect continuing operations
of investee companies
Possible effect on
carrying
investments
values
the
of
Regulatory adherence
Breach of rules
Censure
Strategic
Damage to reputation
Inability
to
capital or investments
secure new
Investment
Poor investment choices
Reduction in asset values
Due to size of the company -
The board discusses and
agrees all payments.
Regular impairment review
investments and
of all
interaction with
regular
investee
as
appropriate.
companies
The health and safety of our
staff and associates
is of
major concern and we have
taken steps to mitigate this
risk by avoiding face to face
meetings and through the
greater adoption of video-
conferencing services and
when absolutely required,
socially distanced meetings.
This year’s AGM format will
reflect the current business
environment.
Strong compliance regime
instilled at all levels of the
Company.
Effective
communications
with shareholders coupled
with consistent messaging to
potential investees.
research
Management
potential
investments and
the market in which they
operate, and consider both
the short and
long term
prospects. The Company
continually monitors
its
investments’ progress, share
prices
news
and
information.
16
CORPORATE GOVERNANCE STATEMENT CONTINUED
Activity
Management
Risk
Recruitment and retention
of key staff and reliance on
small team
Impact
Reduction
capability
in
operating
Control(s)
Stimulating and safe working
environment
Balancing salary with longer
term incentive plans
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal
control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to
day control exercised by the Executive Director. However, the Board will continue to monitor the need for an internal audit
function. The Board works closely with and has regular ongoing dialogue with the Company financial controller and has
established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
5. Principle Five
A Well Functioning Board of Directors
As at the date hereof, the Board comprised a Chairman, Hamish Harris, an Executive Director, Donald Strang, and one
Independent Non-Executive Director, Peter Ruse. Biographical details of the current Directors are set out within Principle Six
below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than 3 years. The Directors are
considered to be part time but are expected to provide as much time to the Company as is required. The Board elects a
Chairman to chair every meeting.
The Board meets formally at least 3 times per annum, but regular contact is maintained to deal with relevant matters as they
arise. It has established an Audit Committee and a Remuneration Committee, particulars of which appear hereafter. The Board
has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations
Committee. The Non-Executive Director is part time and is expected to provide as much time to the Company as is required.
The Board considers that this is appropriate given the Company's current stage of operations. It shall continue to monitor the
need to match resources to its operational performance and costs and the matter will be kept under review going forward.
Peter Ruse is considered to be an Independent Director. The Board notes that the QCA recommends a balance between
executive and non-executive directors and recommends that there be two independent non-executives. As it has only one
independent non-executive director, the Board does not currently fully comply with this requirement and will consider making
further appointments as the scale and complexity of the Company grows, which is expected to be when the Company achieves
a market capitalisation of over £10 million.
Attendance at Board and Committee Meetings
The Board met five times in the period. The remuneration committee did not meet, and the audit committee met twice during
the year.
Meetings
Hamish Harris
Don Strang
Peter Ruse
Board
Attendance at meetings
Remuneration
Committee
-
-
-
5
4
5
Audit
Committee
2
2
2
17
CORPORATE GOVERNANCE STATEMENT CONTINUED
6. Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of three Directors. The Company believes that the current balance of skills in the Board as a whole
reflects a very broad range of commercial and professional skills across geographies and industries, and each of the Directors
has experience in public markets.
The Board recognises that it currently has limited diversity, and this will form a part of any future recruitment consideration if
the Board concludes that replacement or additional directors are required. At this stage due to the current size of the Company
this is not seen as a material point.
The Board reviews annually the appropriateness and opportunity for continuing professional development whether formal or
informal. Currently each of the Board are involved in financial markets and increase their awareness and skills via reading and
participation in commercial transactions from time to time.
Mr Hamish Harris
Chairman and Executive Director
Hamish holds a Bachelor of Commerce and has held positions within market risk management at numerous financial
institutions including Nomura Group, Deutsche Bank AG and BZW plc in Singapore, Hong Kong and London. Hamish is also a
Director on an AQSE listed company.
Mr Donald Strang
Executive Finance Director
Donald is a member of the Australian Institute of Chartered Accountants and has been in business for over 20 years, holding
senior financial and management positions in both publicly listed and private enterprises in Australia, Europe and Africa. He
has considerable corporate and international expertise and over the past decade has focussed on mining and exploration
activities. He is currently a director of other AIM and ASX companies.
Mr Peter Ruse
Independent Non-Executive Director
Peter is a finance professional with over 12 years of extensive experience in Equity Funds Management and Private/Institutional
Wealth Management specialising in Mining/Minerals and Industrial related sectors. Peter is a member of both the Audit and
Remuneration committees. He is currently a director of other ASX companies.
7. Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committee and individual Directors is undertaken on an annual basis in the form of
discussions. Due to the current size of the Company, these discussions and the criteria for assessment are general and brief.
The annual report details the progress which the board and Company has made for the year.
No succession planning is deemed necessary at this point due to the current size of the Company. Each Director is also assessed
by shareholders at AGM on a three-year rotating basis when their re-appointment is due.
8. Principle Eight
Corporate Culture
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole
and that this will impact the performance of the Company. The Board is aware that the tone and culture set by the Board will
greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance
arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders
and that shareholders have the opportunity to express their views and expectations for the Company in a manner that
encourages open dialogue with the Board.
18
CORPORATE GOVERNANCE STATEMENT CONTINUED
Most of the Company's activities are centred upon what needs to be an open and respectful dialogue with investee companies
and investors and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability
of the Company to successfully achieve its corporate objectives. The Board places great import on this aspect of corporate life
and seeks to ensure that this flows through all that the Company does.
The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and
enabling positive and constructive challenge. The Company has adopted a code for Directors' and employees' dealings in
securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements
of the Market Abuse Regulation which came into effect in 2016.
9. Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of the
Chairman and Executive Director arising because of delegation by the Board. The Board has adopted appropriate delegations
of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the
Board, while management of the Company's business and primary contact with shareholders has been delegated by the Board
to the Executive Directors.
Audit Committee
The Audit Committee is comprised of Hamish Harris (Chairman), Peter Ruse and Donald Strang. This committee has primary
responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is
properly measured and reported. It receives reports from the executive management and auditors relating to the interim and
annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee shall
meet not less than once in each financial year and it has unrestricted access to the Company's auditors.
Remuneration Committee
The Remuneration Committee is comprised of Hamish Harris (Chairman), Peter Ruse and Donald Strang, excluding whichever
relevant Director whose performance, remuneration and employment terms are being discussed. The Remuneration
Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating
to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of
share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company's
Remuneration Policy.
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a
Nominations Committee.
Non-Executive Directors
The Board has appointed a Non-Executive Director.
As stated above, due to the current size of the Company, it is deemed not necessary to appoint further independent non-
executive directors until the Company’s market capitalisation reaches £10 million.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within its powers; a duty to promote the
success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a
duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a
proposed transaction or arrangement. All matters pertaining to the Company are reserved for the Board. There are no plans
at this stage to increase the governance framework until the Company achieves a minimum market capitalisation of £10 million.
19
CORPORATE GOVERNANCE STATEMENT CONTINUED
10. Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders and analysts have the opportunity to discuss issues and
provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual
General Meeting.
Investors also have access to current information on the Company though its website, www.gunsynd.com, and via Hamish
Harris, Chairman, who is available to answer investor relations enquiries. The Company’s website details various information:
annual reports, AGM notice of meetings and RNS announcements detailing results of meetings and other relevant information.
Hamish Harris
Director
20 December 2023
20
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GUNSYND PLC
Opinion
We have audited the financial statements of Gunsynd Plc (the ‘company’) for the year ended 31 July 2023
which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement
of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 July 2023 and of its loss for the
year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included a
review of budgets for 12 months from authorised for issue date including checking the mathematical accuracy
of the budgets and discussion of significant assumptions used by the management and comparing these with
current year and post year end performance. We have also reviewed the latest available post year general
ledgers, bank statements, regulatory announcements, board minutes and assessed any external industry wide
factors which might affect the company.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for
issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Emphasis of matter paragraph – recoverability of Loan to Human Brand International Inc
We draw attention to note 12 in the financial statements, which includes a balance of £126k (2022: £126k)
receivable from Human Brand International Inc. Recovery of this balance is dependent upon successful Initial
public offering (IPO) by Rogue One, Inc (Parent Company of Human Brand International Inc). Management
have explained their assessment over the recoverability within the critical accounting estimates and conclude
this to be recoverable.
The financial statements do not include the adjustment that would result if the Company was unable to fully
recover this.
Our opinion is not modified in this respect.
21
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative
thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit
procedures. We applied the concept of materiality both in planning and performing the audit, and in evaluating
the effect of misstatement. The overall materiality applied to the financial statements was set at £66,190 (2022:
£115,000), with performance materiality set at £52,952 (2022: £92,000).
Materiality has been calculated as 3% of net assets, which we have determined, in our professional judgement,
to be one of the principal benchmarks within the financial statements relevant to members of the company in
assessing financial performance.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £3,310 (2022: £5,750).
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial
statements. In particular, we considered the areas involving significant accounting estimates and judgements
by those charged with governance including future events that are inherently uncertain and as such, the
valuation, of investments was considered to constitute a Key Audit Matter. We also addressed the risk of
management override of internal controls, including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud. The company’s accounting
function is based in the United Kingdom and our audit was performed remotely with regular contact with the
company throughout.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Carrying value and classification of
investments (See Note 11 in the financial
statements)
Investments are the largest asset on the
company’s books. Recoverability depends
of management’s assumptions regarding
their future performance, which is in turn
dependant on the successful recoverability
of resources from assets held by its
investments. There is a risk that these
investments may be impaired.
The company holds investments with a
carrying value of £1,891k (2022: £2,944k) as
at 31 July 2023.
The portfolio consists of listed and unlisted
investments. Listed investments are valued
under Level 1 of the fair value hierarchy.
Unlisted
to
management valuation, and
thus are
exposed to significant levels of judgement
and estimation.
investments are subject
As a result of the value of the investments
held at the year end, and those subject to
management judgement, this has been
determined to be a Key Audit Matter.
Our audit work included:
• Obtaining
the
agreements
underpinning
investments/share
certificates for new investments in the
year;
are
they
• Reviewing the accounting treatment to
appropriately
ensure
classified in accordance with IFRS 9;
• Reviewing management’s impairment
assessment for unlisted investments
the
and providing challenge
judgements and estimates made;
• Verifying values of listed investments
to
with relevant share prices;
• Reviewing the accounting for additions
and disposals in the year, ensuring
they are in line with the appropriate
accounting standard and that any
22
gain/loss on disposal has been
correctly calculated; and
• Checking the appropriate disclosures
surrounding the estimates made in
respect of any valuations are included
in the financial statements.
We have reviewed management’s assessment
that supports the carrying value of Oyster Oil
and Gas Ltd (unquoted investment of 130k)
and note that the carrying value is dependent
on the ability of Oyster Oil and Gas Ltd to
realise the potential of their Oil and Gas
business to maintain their targeted growth
strategy with a view to generate sufficient
economic benefits to ultimately support the
carrying value.
If the Oyster Oil and Gas Ltd are unable to
successfully implement their growth strategy
over the short to medium term, then this may
ultimately lead to an impairment of its carrying
value.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge obtained in the course
of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
•
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
23
Responsibilities of directors
As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the company and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management, industry research,
application of cumulative audit knowledge and experience in the investment company sector.
• We determined the principal laws and regulations relevant to the company in this regard to be those
arising from Companies Act 2006, AIM listing rules, UK-adopted International Accounting Standards,
UK tax legislation, GDPR, Anti-Bribery Act and Money Laundering Regulations.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the company with those laws and regulations. These procedures
included, but were not limited to:
o Review of company’s meeting minutes
o Review of legal and professional expenditure
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management
override of controls, that the potential for management bias was in the valuation of investments (see
Key Audit Matter above). We addressed the risk by challenging the key assumptions and judgements
made.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
24
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company
and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Zahir Khaki (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
2023
15 Westferry Circus
Canary Wharf
London E14 4HD
25
FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JULY 2023
Continuing operations
Income
Unrealised (loss) on financial investments
Realised (loss)/gain on financial investments
Administrative expenses
Salaries and other staff costs
Other costs
Total administrative expenses
Impairment of financial investments
Other income
Finance income
(Loss) before tax
Taxation
(Loss) for the period attributable to equity shareholders of the Company
Other comprehensive income / (expenditure) for the period net of tax
Total comprehensive earnings for the period attributable to shareholders
Earnings per ordinary share
Basic (pence)
Diluted (pence)
2023
£000
2022
£000
Note
11
11
6
8
11
7
9
10
10
(1,043)
(35)
(1,078)
(305)
(263)
(568)
(212)
149
3
(1,706)
-
(1,706)
-
(1,706)
(2,168)
221
(1,947)
(300)
(224)
(524)
-
15
30
(2,426)
-
(2,426)
-
(2,426)
(0.379)
(0.379)
(0.540)
(0.540)
The notes form an integral part of these financial statements.
26
STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2023
ASSETS
Non-current assets
Financial investments at fair value through profit or loss
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Net assets
Equity attributable to equity holders of the company
Ordinary share capital
Deferred share capital
Share premium reserve
Investment in own shares
Share based payments reserve
Retained earnings
Total equity
Note
11
12
17
13
14
14
14
15
2023
£000
1,891
1,891
194
164
358
2022
£000
2,944
2,944
163
824
987
2,249
3,931
(104)
(104)
(104)
(80)
(80)
(80)
2,145
3,851
382
2,299
13,459
(26)
24
(13,993)
2,145
382
2,299
13,459
(26)
39
(12,302)
3,851
The financial statements were approved and authorised for issue by the Board of Directors on 20 December 2023 and were
signed on its behalf by:
Hamish Harris
Chairman
Company number: 05656604
Donald Strang
Director
The notes form an integral part of these financial statements.
27
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2023
Share
capital
£000
382
Deferred
Share
capital
£ 000
2,299
Share
premium
reserve
£000
13,459
Investment Share-based
payments
reserve
£000
131
in own
shares
£000
-
Retained
earnings
£000
(9,968)
Total
£000
6,303
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(26)
-
-
-
-
(92)
(2,426)
(2,426)
(2,426)
(2,426)
-
92
(26)
-
382
2,299
13,459
(26)
39
(12,302)
3,851
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,706)
(1,706)
(1,706)
(1,706)
(15)
15
-
382
2,299
13,459
(26)
24
(13,993)
2,145
At 31 July 2021
Loss for the year
Total comprehensive
Loss for the period
Transactions with
owners:
Adjustment for shares
held in Trust
Transfer within Equity
on lapse of share
options
At 31 July 2022
Loss for the year
Total comprehensive
Loss for the period
Transactions with
owners:
Transfer within Equity
on lapse of share
options
At 31 July 2023
Details of the nature of each component of equity are set out in Note 15.
The notes form an integral part of these financial statements.
28
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JULY 2023
2023
2022
Note
£000
£000
Cash flow from operating activities
(Loss) after tax
Tax on losses
Finance income net of finance costs
Unrealised loss on revaluation of financial investments
Realised loss/(gain) on sale of financial investments
Other income
Impairment provision
Adjustment for issue of own shares
Foreign exchange movements
Changes in working capital:
Decrease in trade and other receivables
Increase in trade and other payables
Cash outflow from operations
Taxation received
Net cash outflow from operating activities
Cash flow from investing activities
Payments for financial investments
Disposal proceeds from sale of financial investments
Unsecured loans to investee company
Net cash inflow/(outflow) from investing activities
Cash flows from financing activities
Proceeds on issuing of ordinary shares
Cost of issue of ordinary shares
Net cash inflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
(1,706)
-
(3)
1,043
35
(124)
212
-
1
4
24
(514)
-
(514)
(405)
294
(35)
(146)
-
-
-
(2,426)
-
(10)
2,168
(221)
-
-
(26)
1
11
14
(489)
-
(489)
(158)
400
-
242
-
-
-
(660)
824
164
(247)
1,071
824
11
11
14
17
18
During the year, there were share for share exchanges involving Pacific Nickel Limited that resulted in additional non cash
investment of £124,154.
The notes form an integral part of these financial statements.
29
NOTES TO THE FINANCIAL STATEMENTS
1 Presentation of the financial statements
Description of business & Investing Policy
Gunsynd plc is public limited company domiciled in the United Kingdom. The Company’s registered office is 78 Pall Mall, London
SW1Y 5ES.
The Company’s Investing Policy is to invest in and/or acquire companies and/or projects within the natural resources sector, life
sciences sector (concentrating on but not being limited to, plant-based nutrition and environmentally friendly alternatives to
food sources) and the alcohol beverage sector, (concentrating on but not being limited to, ingredients used within the
production of such beverages including sugar cane, agave, and molasses) which the Board considers, in its opinion, have
potential for growth. The Company will consider opportunities in all sectors as they arise if the Board considers there is an
opportunity to generate potential value for Shareholders. The geographic focus will primarily be Europe, Australia, the US and
the Caribbean, however investments may also be considered in other regions to the extent the Board considers that potential
value can be achieved.
Where appropriate, the Board may seek to invest in businesses where it may influence the business at a board level, add their
expertise to the management of the business, and utilise their industry relationships and access to finance.
The Company’s interests in an investment and/or acquisition may range from a minority position to full ownership and may
comprise one investment or multiple investments. The investments may be in either quoted or unquoted companies; be made
by direct acquisitions or farm-ins; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures,
joint ventures or direct or indirect interests in assets or projects. The Board may focus on investments where intrinsic value
may be achieved from the restructuring of investments or merger of complementary businesses.
The Board expects that investments will typically be held for the medium to long term, although short term disposal of assets
cannot be ruled out if there is an opportunity to generate a return for Shareholders. The Board will place no minimum or
maximum limit on the length of time that any investment may be held. The Company may be both an active and a passive
investor depending on the nature of the individual investment. There is no limit on the number of projects into which the
Company may invest, and the Company’s financial resources may be invested in a number of propositions or in just one
investment, which may be deemed to be a reverse takeover under the AIM Rules. The Board intends to mitigate risk by
appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will
also require Shareholder approval. The Board considers that, as investments are made and new investment opportunities arise,
further funding of the Company may also be required.
Where the Company builds a portfolio of related assets, it is possible that there may be cross holdings between such assets.
The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.
Investments in early stage assets are expected to be mainly in the form of equity, with debt potentially being raised later to
fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity
gearing. The Board may also offer New Ordinary Shares by way of consideration as well as cash, thereby helping to preserve
the Company’s cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in
collecting accounts receivable, unexpected changes in the economic environment and operational problems.
Investments may be made in all types of assets and there will be no investment restrictions on the type of investment that the
Company might make or the type of opportunity that may be considered. The Company may consider possible opportunities
anywhere in the world.
The Board will conduct initial due diligence appraisals of potential business or projects and, where they believe further
investigation is warranted, intend to appoint appropriately qualified persons to assist. The Board believes its expertise will
enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence. The
Company will not have a separate investment manager.
Compliance with applicable law and IAS
The financial statements have been prepared in accordance with UK adopted International Accounting Standards (IAS) and the
Companies Act 2006.
Composition of the financial statements
The Company financial statements are drawn up in Sterling, the functional currency of Gunsynd plc and in accordance with IFRS
accounting presentation. The level of rounding for financial information is the nearest thousand pounds.
30
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 Presentation of the financial statements continued
Accounting convention
The financial statements have been prepared using the historical cost convention, as modified by the revaluation of certain
items, as stated in the accounting policies.
Basis of preparation – Going concern
The financial statements have been prepared on a going concern basis. This basis assumes that the company will have sufficient
funding to enable it to continue to operate for the foreseeable future and the Directors have taken steps to ensure that they
believe that the going concern basis of preparation remains appropriate.
The Company made a loss for the year of £1,706,000 (2022: loss £2,426,000) after taxation. The Company had net assets of
£2,145,000 (2022: £3,851,000) and cash balances of £164,000 (2022: £824,000) at 31 July 2023. The Directors have prepared
financial forecasts which cover a period of at least 12 months from the date that these financial statements are approved to 31
December 2024. These forecasts show that the Company expects to have sufficient financial resources to continue to operate
as a going concern.
In forming the conclusion that it is appropriate to prepare the financial statements on a going concern basis the Directors have
made the following assumptions that are relevant to the next twelve months:
–
In the event that the Company’s investments require further funding, sufficient funding can be obtained by the various
investee companies; and
In the event that operating expenditure increases significantly as a result of successful progress with regards to the
Company’s investments, sufficient funding can be obtain by selling level 1 investments.
–
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. As a
junior investment company, the Directors are aware that the Company must go to the marketplace to raise cash to meet its
investment plans, and/or consider liquidation of its investments and/or assets as is deemed appropriate. The Company has
previously constantly demonstrated its ability to raise further cash by way of completing placings during the prior years, and
are confident of further equity fund raising should the company require such cash injection. Therefore, they are confident that
existing cash balances, along with the any new funding would be adequate to ensure that costs can be covered.
Consequently, the Directors have a reasonable expectation that the Company has adequate resources to continue to operate
for the foreseeable future and that it remains appropriate for the financial statements to be prepared on a going concern
basis.
Financial period
These financial statements cover the financial year from 1 August 2022 to 31 July 2023, with comparative figures for the
financial year from 1 August 2021 to 31 July 2022.
Accounting principles and policies
The preparation of the financial statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The financial statements have been prepared in accordance with the Company’s accounting policies approved by the Board and
signed on their behalf by Hamish Harris and Donald Strang, and described in Note 2, ‘Accounting principles and policies’.
Information on the application of these accounting policies, including areas of estimation and judgement is given in Note 3,
‘Key accounting judgements and estimates. Where appropriate, comparative figures are reclassified to ensure a consistent
presentation with current year information.
31
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 Accounting principles and policies
Revenue and other income
Revenue is recognised when persuasive evidence of an arrangement exists, profit has been derived from investments or services
have been rendered, prices are fixed or determinable and there is a probability that economic benefits will flow to the Company.
Realised profits or losses are recognised at the time in which a contract is entered into to sell and investment. Unrealised profits
or losses are recognised when the fair value of financial investments is measured at each period end. Other income relates to
services provided and is recognised at the time the service is delivered.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker has been identified as the Board of Directors. Further details are set out in Note 5.
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 and deferred shares are classified as equity instruments. The deferred shares have
no voting rights and are not eligible for dividends.
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.
Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not
adjusted for failure to achieve a market vesting condition.
Foreign exchange
Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions.
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Gains and losses arising on retranslation are included in the income statement for
the period.
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.
Financial instruments
Financial assets
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the
asset was acquired. The Group's accounting policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative
intrinsic value. They are carried in the statement of financial position at fair value with changes in fair value recognised in the
consolidated statement of comprehensive income in the finance income or expense line. Other than derivative financial
instruments, which are not designated as hedging instruments, the Group does not have any assets held for trading nor does
it voluntarily classify any financial assets as being at fair value through profit or loss.
32
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 Accounting principles and policies continued
Financial instruments continued
Financial assets continued
Amortised Cost
These assets comprise the types of financial assets where the objective is to hold these assets in order to collect contractual
cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair
value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised
cost using the effective interest rate method, less provision for impairment. Impairment provisions for current and non-current
trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination
of the lifetime expected credit losses.
During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied
by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.
For the receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being
recognised in the consolidated statement of comprehensive income. On confirmation that the receivable will not be
collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-
looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since initial recognition of the financial asset, based on analysis of internal or
external information. For those where the credit risk has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
The Group considers a financial asset in default when contractual payments are 180 days past due. However, in certain cases,
the Group may also consider a financial asset to be in default when internal or external information indicates that the Group
is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by
the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents
in the consolidated statement of financial position. Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of three months or less, and – for the purpose of the
statement of cash flows - bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the
consolidated statement of financial position.
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.
Listed investments are valued at closing bid price on 31 July 2023. Unlisted investments that are not publicly traded and whose
fair value cannot be measured reliably, are measured at fair value through profit and loss, or if this cannot be reliably measured
at cost less impairment.
33
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 Accounting principles and policies continued
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
•
•
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in
its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair
value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a
whole:
•
•
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
•
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
Convertible Loans
Convertible Loans made to companies are classified as financial assets. The embedded derivative asset, relating to a convertible
loan where the carrying asset converts into a variable number of shares, is held at “fair value through profit or loss”. The carrying
value of the loan is measured at fair value through profit and loss.
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.
34
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 Accounting principles and policies continued
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.
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.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply
when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on
disallowed expenses, expect where the timing of the reversal of the temporary difference is controlled by the company and it
is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same
taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on
a net basis.
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.
Employee Benefit Trusts
Employee Benefit Trusts (“EBTs”) are accounted for under IFRS 10 and are consolidated on the basis that the parent has control,
thus the assets and liabilities of the EBT are included on the Company balance sheet and shares held by the EBT in the Company
are presented as a deduction from equity. Although shares were issued to the EBT in prior years, the prior year accounts have
not been re-stated for the adjustment as the amounts relating to the prior period was not material.
35
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 Key accounting judgements and estimates
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.
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 July 2023 are set out below:
Unlisted investments
The Company is required to make judgments over the carrying value of investments in unquoted companies where fair values
cannot be readily established and evaluate the size of any impairment required. It is important to recognise that the carrying
value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may
not be capable of being realised immediately. Management’s significant judgement in this regard is that the value of their
investment represents their cost less impairment. Further details relating to management’s assessment of the carrying value
of unlisted investments can be found in the Chairman’s Report (incorporating the Strategic Review).
Recoverability of receivables
The Company makes assumptions when implementing the forward-looking ECL model under IFRS 9. The model is used to assess
material loans receivable for impairment. Estimates are made regarding the credit risk and underlying probability of default in
each of the relevant credit loss scenarios. The Directors makes judgements on the expected likelihood and outcome of each of
the scenarios and these expected values are applied to the loan balances.
Fair value of convertible loans
The Company makes assumptions when measuring the fair value of convertible loans. At the year end the Company held a
balance on its convertible loan with Rogue Baron plc relating to accrued interest. The Directors expect this balance to be repaid
in cash and, having considered the valuation and the value of the derivative option to convert, have concluded that the
difference is not material. The fair value of the loan is therefore considered to be the same as the carrying value of the loan.
4 New accounting requirements
These financial statements have been prepared in accordance with UK-adopted international accounting standards and in
accordance with the requirements of the Companies Act 2006. The financial statements have been prepared under the
historical cost convention or at fair value as appropriate.
36
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
4 New accounting requirements continued
Adoption of new and revised standards:
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
Amendments to IFRS 3: References to the Conceptual Framework
Amendments to IAS 16: Proceeds before intended use
Effective date, annual period
beginning on or after
1 January 2022
1 January 2022
Amendments to IAS 37: Onerous Contracts – Cost of Fulfilling a Contract (Amendments to
IAS 37)
IFRS 1, IFRS 9, IFRS 16 and IAS 41: Annual Improvements to IFRS Standards 2018-2020 Cycle
- 1 January 2022
1 January 2022
1 January 2022
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
Amendments to IAS 1: Presentation of Financial Statements: Disclosure of Accounting
Policies
Amendments to IAS 1:Presentation of Financial Statements: Classification of Liabilities as
Current or Non-current
Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors –
Definition of Accounting Estimates
Amendments to IAS 12: Income Taxes –Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
Amendments to IFRS 17 Insurance: Insurance contracts
Effective date, annual period
beginning on or after
1 January 2023
1 January 2023
1 January 2023
1 January 2023
1 January 2023
The adoption of these standards is not expected to have any material impact on the financial statements of the Company.
5 Segmental analysis
Segmental analysis is not applicable as there is only one operating segment of the continuing business – investment activities.
The performance measure of investment activities is considered by the Board to be profitability and is disclosed on the face of
the statement of comprehensive Income. The Board will continually review the segmental analysis of the business on an
ongoing basis and at each reporting date.
37
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6
Information regarding Directors and employees
Included within continuing operations
Fees and salaries
Social security costs
Share based payments
Post- employment payments to defined contribution pension scheme
2023
£000
264
20
-
21
305
2022
£000
254
29
-
17
300
2023
Number
2022
Number
Average number of persons employed by the Company (including Directors) during the
year
Directors
Administrative staff
Total
The compensation of the Directors, in aggregate, was as follows:
Fees and salaries
Social security costs
Share based payments
Post- employment payments to defined contribution pension scheme
3
1
4
2023
£000
240
18
-
20
278
Full details of the remuneration of individual directors, including the highest paid director, are set out below:
Directors
Mr H Harris
Mr D Strang
Mr P Ruse
Fees and
salaries
£000
96
96
48
240
Social
security costs
£000
12
-
6
18
Pension
contributions
£000
10
10
-
20
Total
2023
£000
118
106
54
278
£9,600 Directors fees have been accrued (2022: £Nil) and £9,600 remain unpaid at 31 July 2023 (2022: £8,269).
7 Other income
Allotment of deferred consideration
Other fees & services
Total other income
2023
£000
124
25
149
3
1
4
2022
£000
231
27
-
15
273
Total
2022
£000
114
108
51
273
2022
£000
-
15
15
38
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8 Profit/(Loss) for the year
The following items have been included in operating profit/(loss):
Fees payable to the Company’s auditors:
Audit and assurance services:
- Audit of parent Company financial statements
Total auditor’s fees
Analysis of other costs:
Legal and professional fees
Foreign exchange losses
Other general overheads
9 Taxation
Taxation charge based on profit/losses for the year
UK Corporation tax
Deferred taxation
Total tax expense
Factors affecting the tax charge for the year:
(Loss) on ordinary activities before taxation
2023
£000
2022
£000
27
27
3
3
257
263
2023
£000
-
-
-
24
24
8
1
215
224
2022
£000
-
-
-
(1,706)
(2,426)
(Loss) on ordinary activities at the average UK standard rate of 21.01% (2022: 19%)
Effect of:
Expenses not deductible for tax purposes
Chargeable gains/(losses)
Remeasurement of deferred tax for changes in tax rates
Movement in deferred tax not recognised
Current tax charge
Deferred tax asset/(liability) not recognised
As set out in Note 2, the Company has not recognised a deferred tax asset in the financial statements as there is no certainty
that taxable profits will be available against which these assets could be utilised.
243
18
(18)
115
-
783
372
42
(15)
62
-
678
(358)
(461)
10 Earnings per share
(Loss)/profit attributable to ordinary shareholders
2023
2022
The calculation of (loss) per share is based on the loss after taxation divided by the
weighted average number of shares in issue during the period:
(Loss) from operations (£000)
Total (£000)
Number of shares
Weighted average number of ordinary shares for the purposes of basic (loss) per share
(millions)
Weighted average number of ordinary shares for the purposes of diluted (loss) per
share (millions)
Basic (loss) per share (expressed in pence)
Diluted (loss) per share (expressed in pence)
(1,706)
(1,706)
(2,426)
(2,426)
449.80
449.80
475.30
(0.379)
(0.379)
533.84
(0.540)
(0.540)
39
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 Financial investments
Financial assets at fair value through profit or loss:
Fair Value at 31 July 2021
Additions
Fair value changes
Gains/(loss) on disposals
Transfer to level 1
Disposal
Impairment provision
Foreign Exchange
Fair Value at 31 July 2022
Additions
Fair value changes
Gains/(loss) on disposals
Transfer to level 1
Disposal
Impairment provision
Foreign Exchange
Fair Value at 31 July 2023
The 2023 financial assets splits are as below:
Non-current assets – listed
Non-current assets – unlisted
Non-current assets – unlisted convertible loans*
Total
The 2022 financial assets splits are as below:
Non-current assets – listed
Non-current assets – unlisted
Non-current assets – unlisted convertible loans*
Total
£000
Level 1
4,413
114
(2,168)
221
125
(400)
-
(1)
2,304
379
(1,043)
(25)
-
(294)
-
1
1,322
1,322
-
-
1,322
2,304
-
-
2,304
*£111,000 of the convertible loans is an unlisted convertible loan held in a listed security.
Loss on investments held at fair value through profit or loss at 31 July 2022
Fair value loss on investments
Realised gain on disposal of investments
Net loss on investments held at fair value through profit or loss
(2,168)
221
(1,947)
Loss on investments held at fair value through profit or loss at 31 July 2023
Fair value loss on investments
Realised loss on disposal of investments
Net loss on investments held at fair value through profit or loss
(1,043)
(25)
(1,068)
£000
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
£000
Level 3
711
54
-
-
(125)
-
-
-
640
150
-
(10)
-
-
(212)
1
569
-
458
111
569
-
454
186
640
£000
Total
5,124
168
(2,168)
221
-
(400)
-
(1)
2,944
529
(1,043)
(35)
-
(294)
(212)
2
1,891
1,322
458
111
1,891
2,304
454
186
2,944
-
-
-
(2,168)
221
(1,947)
-
(10)
(10)
(1,043)
(35)
(1,078)
Level 1
Level 2
Level 3
represents those assets, which are measured using unadjusted quoted prices for identical assets.
applies inputs other than quoted prices that are observable for the assets either directly (as prices) or indirectly
(derived from prices).
applies inputs, which are not based on observable market data.
The Directors carried out an impairment review as at 31 July 2023 and determined a further impairment charge of £212,000
(2022: £Ni) was required.
40
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 Financial investments continued
Financial investments comprise investments in listed and unlisted Companies, of which the listed investments are traded on
stock markets throughout the world and are held by the Company as a mix of strategic and short-term investments. The listed
investments have been valued at bid price, as quoted on their respective Stock Exchanges, at 31 July 2023. Level 3 investments
are reviewed for impairment and an impairment is recorded if management believe there has been a reduction in the economic
value of the asset.
12 Trade and other receivables
Current assets
Other receivables
Prepayments
The carrying value of receivables approximates their fair value.
13 Trade and other payables
Amounts due within one year
Trade payables
Other creditors
Accruals and deferred income
14 Share capital and share premium account
2023
£000
168
26
194
2023
£000
60
-
44
104
2022
£000
131
32
163
2022
£000
52
1
27
80
Share capital issued and fully paid
At 31 July 2021
No Activity
At 31 July 2022
No Activity
At 31 July 2023
Number
of shares
449,796,506
-
449,796,506
-
449,796,506
Ordinary
share
capital
£000
382
-
382
-
382
Deferred
share
capital
£000
2,299
-
2,299
-
2,299
Share
premium
£000
13,459
-
13,459
-
13,459
41
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15 Movements in equity
Share capital represents the nominal value of the amount subscribed for shares. Share premium represents the amount
subscribed for shares in excess of their nominal value less costs of subscription. Ordinary shares carry the rights to one vote
per share at general meetings of the Company and the rights to share in any distributions of profits or returns of capital and to
share in any residual assets available for distribution in the event of a winding up. The deferred shares have no voting rights
and are not eligible for dividends.
The share-based payment reserve represents amounts arising from the requirement to expense the fair value of share-based
remuneration in accordance with IFRS 2 ‘Share-based Payments’.
Investment in Own Shares represents shares held in trust. As at 31 July 2023 the Company held in Trust 30,000,000 (2022:
30,000,000) of its own shares with a nominal value of £25,500 (2022: £25,500). The Trust has waived any entitlement to the
receipt of dividends in respect of its holding of the Company’s ordinary shares. The market value of these shares at 31 July 2023
was £105,000 (2022: £150,000). In the current period nil were repurchased (2022: nil) and nil were transferred into the Trust
(2022: £nil), with nil reissued on award of shares to directors.
Retained earnings are the cumulative net losses recognised in the income statement and other comprehensive income.
Movements on these reserves are set out in the statement of changes in equity.
16 Related party transactions
The Company had the following transactions made at arm’s length with related parties:
The Company charged rent of £25,000 to Cadence Minerals Plc, a company of which Don Strang is a director (2022: £15,000).
The Company held a convertible loan of £111,000 with Rogue Baron Plc, a company of which Hamish Harris is a director (2022:
£111,000). Additionally, the Company holds 21,543,653 shares in Rogue Baron plc (2022: 21,543,653). During the year a loan
of £35,000 bearing interest at 8% interest was issued to Rogue Baron Plc during the year.
Compensation of key management personnel of the Company
The Company considers the directors to be its key management personnel. Full details of the remuneration of the directors are
shown in Note 6.
42
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
17 Reconciliation of net cash flow to movement in net funds
Net funds at beginning of the year
(Decrease)/increase in cash
Net funds at end of the year
Analysis of changes in net funds
Cash and cash equivalents
Net funds
Significant non-cash transactions
2023
£000
824
(660)
164
Cash
Flow
£000
(660)
(660)
2022
£000
1,071
(247)
824
At 31
July
2023
£000
164
164
At 31
July
2022
£000
824
824
During the year the significant non-cash transactions during the year were as follows:
•
£1,195,000 of unrealised losses in movement in the market value of the Company’s listed financial investments were
revalued through the income statement
18 Financial instruments and related disclosures
General objectives, policies and processes
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies and,
whilst retaining ultimate responsibility for them, it has delegated authority for designing and operating processes that ensure
the effective implementation of the objectives and policies to the Company’s finance function. The Board receives monthly
reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and
policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Company’s competitiveness and flexibility.
The Company reports in Sterling. Internal and external funding requirements and financial risks are managed based on policies
and procedures adopted by the Board of Directors. The Company does not use derivative financial instruments such as forward
currency contracts, interest rate and currency swaps or similar instruments. The Company does not issue or use financial
instruments of a speculative nature.
Capital management
The Company’s objectives when maintaining capital are:
•
•
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders; and
to provide an adequate return to shareholders.
The capital structure of the Company consists of total shareholders’ equity as set out in the ‘Statement of changes in equity’.
All working capital requirements are financed from existing cash resources.
Capital is managed on a day-to-day basis to ensure that all entities in the Company are able to operate as a going concern.
Operating cash flow is primarily used to cover the overhead costs associated with operating as an AIM and NEX-listed company.
43
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
18 Financial instruments and related disclosures continued
Liquidity risk
Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter difficulty
in meeting its financial obligations as they fall due.
The Directors consider that there is no significant liquidity risk faced by the Company. The Company maintains sufficient
balances in cash to pay accounts payable and accrued expenses.
The Board receives forward looking cash flow projections at periodic intervals during the year as well as information regarding
cash balances. At the balance sheet date, the Company had cash balances of £164,000 and the financial forecasts indicated
that the Company expected to have sufficient liquid resources to meet its obligations under all reasonably expected
circumstances and will not need to establish overdraft or other borrowing facilities.
Interest rate risk
As the Company has no borrowings, it only has limited interest rate risk. The impact is on income and operating cash flow and
arises from changes in market interest rates. Cash resources are held in current, floating rate accounts.
Market risk
Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the
Company’s investment objectives. These future valuations are determined by many factors but include the operational and
financial performance of the underlying investee companies, as well as market perceptions of the future of the economy and
its impact upon the economic environment in which these companies operate. This risk represents the potential loss that the
Company might suffer through holding its financial investment portfolio in the face of market movements, which was a
maximum of £1,780,000 (2022: £2,761,000).
The investments in equity of quoted companies that the Company holds are less frequently traded than shares in more
widely traded securities. Consequently, the valuations of these investments can be more volatile.
Market price risk sensitivity
The table below shows the impact on the return and net assets of the Company if there were to be a 20% movement in overall
share prices of the Listed financial investments held at 31 July 2023.
Decrease if overall share price falls by 20%, with all other variables held constant
Decrease in other comprehensive earnings and net asset value per Ordinary share (in
pence)
Increase if overall share price rises by 20%, with all other variables held constant
Increase in other comprehensive earnings and net asset value per Ordinary share (in
pence)
2023
Other
comprehensive
income and
Net assets
2022
Other
comprehensive
income and
Net assets
£000
(264)
£000
(461)
(0.001)p
(0.001)p
264
0.001p
461
0.001p
The impact of a change of 20% has been selected as this is considered reasonable given the current level of volatility observed
and assumes a market value is attainable for the Company’s unlisted investments.
Currency risk
The Directors consider that there is no significant currency risk faced by the Company. The foreign currency transactions which
the Company enters into are either denominated in USD, AUD and or CAD. These are all in relation to the Company’s
investments in Non-Current Assets. These are not considered to hold a separate currency risk as movements in foreign
currencies form part of the market price sensitivity risk covered above.
44
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
18 Financial instruments and related disclosures continued
Credit risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the
Company. The Company’s maximum exposure to credit risk is:
Cash at bank
Other receivables
2023
£000
164
194
358
2022
£000
824
163
987
The Company’s cash balances are held in accounts with Barclays Bank plc, and with its Investment Broker accounts.
Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of Financial Position at either their fair value (financial investments)
or at a reasonable approximation of the fair value (trade and other receivables, trade and other payables and cash at bank).
The fair values are included at the amount at which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale.
Trade and other receivables
The following table sets out the fair values of financial assets within Trade and other receivables.
Financial assets (Note 12)
Trade and other receivables - Non interest earning
Trade and other receivables - Interest earning
2023
£000
156
38
2022
£000
163
-
There are no financial assets which are past due and for which no provision for bad or doubtful debts has been made.
Trade and other payables
The following table sets out financial liabilities within Trade and other payables. These financial liabilities are predominantly
non-interest bearing. Other liabilities include tax and social security payables and provisions which do not constitute
contractual obligations to deliver cash or other financial assets.
Financial liabilities (Note 13)
Trade and other payables
2023
£000
104
2022
£000
80
45
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
19 Share schemes
The Company has a share option scheme for all employees (including Directors). Options are exercisable at a price agreed at
the date of grant. The vesting period is usually between zero and five years. The exercise of options is dependent upon eligible
employees meeting performance criteria. The options are settled in equity once exercised.
If the options remain unexercised after their expiry date, the options expire. Options lapse if the employee leaves the Company
before the options vest.
Options issued, cancelled, & outstanding for the year ended 31 July 2023
At 31 July 2021
Lapsed
At 31 July 2022
Lapsed
At 31 July 2023
Range of exercise prices
Weighted average remaining contractual life
Options outstanding & exercisable at 31 July 2022
Date of grant
26 August 2020
Total
Number
29,232,353
(3,529,412)
25,702,941
(6,702,941)
19,000,000
Weighted
average
exercise
price
1.43p
4.25p
1.04p
1.17p
1.00p
1.00p
0.07 years
Number
19,000,000
19,000,000
Exercise
price (p)
1.00
Expiry
date
26/08/2023
All options outstanding as of July 31, 2023, have lapsed as of August 26, 2023. No additional options have been issued.
A modified Black-Scholes model has been used to determine the fair value of the share options on the date of grant. The fair
value is expensed to the income statement on a straight-line basis over the vesting period, which is determined annually. The
model assesses a number of factors in calculating the fair value. These include the market price on the date of grant, the
exercise price of the share options, the expected share price volatility of the Company’s share price, the expected life of the
options, the risk-free rate of interest and the expected level of dividends in future periods.
For those options granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-
Scholes model. The inputs into the model were as follows:
26 August 2020
Risk free rate
1.3%
Share price volatility
27.52%
Expected life
3 years
Share price at date of grant
£0.00875
Expected volatility was determined by calculating the historical volatility of the Company's share price for 12 months prior to
the date of grant. The expected life used in the model is the term of the options.
Charges to the statement of comprehensive income
Share based payment charges
2023
£000
-
2022
£000
-
46
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
19 Share schemes continued
Warrants issued, cancelled, & outstanding for the year ended 31 July 2023
At 31 July 2021
Lapsed
At 31 July 2022
No Activity
At 31 July 2023
20 Commitments and contingencies
Weighted
average
exercise
price
1.88p
1.88p
-
-
-
Number
64,724,388
(64,724,388)
-
-
-
The Company announced it has agreed binding heads of terms with Metals One Plc ("Metals One") to farm into the Black Schist
Projects in Finland (the "Projects"), containing a nickel-zinc-copper-cobalt deposit proximal, and analogous, to the large
Talvivaara mine.
The Company has agreed to provide funding to Metals One of £1 million for the development of the Project (the "Investment"),
for which it will be issued such number of shares in the capital of Finnaust Mining Northern OY ("Finnaust", which holds the
Projects), which equal 25% of the voting rights in Finnaust (the "Farm-in").
Gunsynd will provide the £1 million funding and receive the 25% of Finnaust over a period of 21 months in four equal tranches,
beginning 90 days after Metals One's Admission to AIM market on 31 July 2023 and thereafter at six-monthly intervals, to be
invested in the development of the Projects. Whilst it is the intention of the Company to make the six-monthly interval
payments, the funding is not binding, and the Company may delay further payments to Metals One subject to cashflow and can
also agree a future variation agreement with them if required.
The Company had a rental commitment under a short term lease totalling £27,000 at 31 July 2023, which is due within one
year.
21 Ultimate controlling party
There is not considered to be an ultimate controlling party of the company.
22 Events after the end of the reporting period
On 16 November 2023, the Company advised it had made payment of the first tranche of £250,000 to Metals One as
referenced in Note 20.
On 5 December 2023, the Company advised it had raised gross proceeds of £210,000 through the issue of 105 million shares
at 0.2p each.
47